DIRECTOR'S REPORT To The Members of N. D. METAL INDUSTRIES LTD. Your Directors have the pleasure in presenting their 29th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015 1) LISTING The Equity Shares of the Company are listed on the Mumbai, Stock Exchange and all the applicable listing fees have been paid up to date. 2) DIVIDEND The boards of directors do not recommend any dividend for the year. 3) PUBLIC DEPOSIT fSection 58-A1: The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 in the year under review. 4) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During the year under review 8 Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the companies act, 2013 and the Clause 49 of the Listing Agreement. 5) PERSONNEL: During the year, none of the employees was in receipt of remuneration exceeding Rs. 24,00,000 per annum or Rs. 2,00,000 per month and accordingly, the Company has no information to report to the Members under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended from time to time. 6) PARTICULARS OF DIRECTORS: Harsh Rekha Garg retiring by rotation at the forth-coming Annual General Meeting and being eligible, offer herself for re-appointment. 7) CORPORATE GOVERNANCE: The guidelines on Corporate Governance were not applicable to our Company during the Financial Year 2014-15 as our paid up capital is less than 3 Crore. 8) DEMATERIALISATION: As per the SEBI directives, your Company's shares have been included in the compulsory demat list for trading for all investors w.e.f. 06th May'2001. 9) DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 that: A. In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; B. Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Profit of the Company for the year ended on that date; C. Proper and sufficient care has been taken for 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. The annual financial statements have been prepared on a going concern basis; E. Proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and F. Proper systems to ensure compliance with the provisions of all applicable laws were in places which were adequate and operating effectively. 10) SHARE CAPITAL: The paid up equity share capital of the company as on March 31, 2015 was Rs._2,48,00,000/-. During the year under review the company has not issued shares with differential voting right nor granted stock option nor sweat equity. 11) EXTRACT OF ANNUAL RETURN: Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure I. 12) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and Clause 49 of the Listing Agreement are not attracted. As a matter of good corporate disclosure practice by the company Form AOC 2 is given in Annexure II. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered materially Significant. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of transactions with Related Parties are given in the notes 30(a) & (b)to the Financial Statements. 13) AUDITOR'S AND THEIR REPORT: M/s. Sudesh & Associates, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. The Company has received a Certificate under Section 224 (IB) of the Companies Act, 1956 from Auditors to that effect that their appointment, if made, would be within the prescribed limits. As regards the Auditors remark, the notes referred to by the Auditors in their report are self-explanatory. 14) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS (Section 217 (e): The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the Company during the year under review annexure-III 15) ACKNOWLEDGEMENTS: FOR AND ON BEHALF OF THE BOARD OF DIRECTOR AJAY KUMAR GARG (Chairman & Managing Director) Place: Mumbai. Date: 2nd September, 2015 |