Director’s Report To: The Members, AMFORGE INDUSTRIES LIMITED. Your Directors hereby present the 43rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31/03/2015. Financials: During the year under review, your Company registered a total income of Rs.62,728.47 thousand as against Rs.42,823.75 thousand in the previous year and earning Profit before interest, depreciation, exceptional items and tax Rs.36,173.81 thousand as against (15,709.60 thousand) in the previous year. The Profit before tax for the year is Rs.25, 119.66 thousand, as against profit of (Rs.3, 802.84 thousand), in the previous year. Dividend: No dividend is recommended for the year under review. Directors’ Responsibility Statement: As stipulated in Section 134 (3) (c) read with sub section 5 of the Companies Act, 2013, directors subscribe to the “Directors’ Responsibility Statement” and confirm that: (a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (b) the directors had 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 2014- 2015 and the profit and loss of the Company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operational effectively;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. Directors and Key Managerial Personnel: Mrs. Reshma Makar (DIN 00019758), who was appointed as director w.e.f. 26 /03/2015 by the Board of Directors to fill the casual vacancy on the Board caused by the resignation of Mr. Yogiraj Makar. She being eligible for re-appointment as a Director and in respect of whom a notice has been received from a Member of the Company, is being appointed as director, liable to retire by rotation.” Number of meetings of the Board and Audit Committee: The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report. Declaration by Independent Directors: Declaration given by Independent Directors’ meeting the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013. Directors’ Appointment and Remuneration: The Company has a “Nomination and Remuneration Committee” of directors. The Committee eviews and recommends to the board for remuneration for Directors / Key Managerial Personnel. The Company does not pay any remuneration to the Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. Executive Directors do not take any sitting fee for attending such meetings. Remuneration to Managing Director is governed under the relevant provisions of the Companies Act, 2013 and approvals. Statutory Auditors: Your Directors request you to ratify the appointment of M/s. J.Singh and Associates, Chartered Accountants, (Firm Registration No.110266 W) as approved by the Members at the 42nd Annual General Meeting as Statutory Auditors of the company, to hold office until the conclusion of 47th Annual General Meeting, to fix their remuneration for the financial year 2015-2016. Auditors’ Report: The observations made in the Auditors’ Report are self-explanatory and do not call for any further comments u/s 143(3) (f) of the Companies Act, 2013. Internal Audit The Internal Auditors, M/s. Ashwin K Shah, Chartered Accountants Mumbai have conducted internal audits periodically for the F Y 2014 - 15 in co-ordination with the Audit Committee. Internal & Financial Control The Company has in place adequate Internal and financial controls to ensure compliance with various policies, practices and statues applicable with reference to financial statements. Loans, Guarantees or Investments: Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013, are given in the notes to the financial statements. Public Deposits: Your Company has neither accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo: The Company does not have any manufacturing activities to report on Conservation of Energy, Technology Absorption required under Section 134 (3) (m) of the Companies Act, 2013. Foreign Exchange earnings: NIL Foreign Exchange Outgo: NIL. Management Discussion and Analysis: Pursuant to Clause - 49 of the Listing Agreement with Stock Exchange(s), the Management Discussion and Analysis (MDA) is required to be annexed to this report. There is no manufacturing activities due to disposal of plants. However, the Company continued with trading activities. Particulars of Employees: There were no employees drawing remuneration more than as prescribed under Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under report, the Independent Directors met on 16/03/2015 inter alia, to discuss the performance of Non Independent Directors, Board of Directors as a whole, Chairman of the Company, and the quality of flow of information between the Management and Board for effective performance by the Board. Extract of Annual Return: The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed to this report, as Annexure-1. Secretarial Audit Report: A secretarial Audit Report given Mr. Rajkumar R. Tiwari, Company Secretary in practice is annexed to this report, as Annexure-2. Corporate Governance: A separate section on Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange(s), forms part of this report, as Annexure-3. The relevant Certificate issued by practicing Company Secretary is annexed to this report, as Annexure-4. CEO / CFO Certification: Pursuant to Clause-49 (IX) of the Listing Agreement, certificate issued by CEO/CFO is annexed to this report, Annexure-5 Acknowledgement Yours directors wish to place on record their sincere thanks to the Members for their continued support and co-operation. For and on behalf of the Board of Directors Puneet Makar Chairman & Managing Director DIN : 00364000 Place: Mumbai Date: 07/08/2015 |