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Directors Report of Akar Tools Ltd.

Mar 31, 2016

Directors'' Report

(Including Management Discussion and Analysis)

The Board of Directors are pleased to present 27th Annual report of the Company together with Audited Accounts for the year ended March 31, 2016.

ECONOMIC ENVIRONMENT

The advance estimate of real GDP growth released in February 2016 by the Central Statistical Organization of the Government of India suggests a pick-up from 7.2% in the previous year to 7.6% for 2015-16 (henceforth FY2016). While still short of the 8% growth that India needs to achieve, on a steady state basis, this will be a creditable achievement given the muted global economic scenario. Indeed, there have been early signs of an up-tick in both consumer demand and the beginnings of much needed growth in investments. As of now, these are more in the nature of ''green shoots''. However, if the monsoons are as good as the preliminary meteorological forecast suggests — coming as it will after two consecutive years of drought across many parts of India — then the country ought to expect higher GDP growth in 2016-17.

INDUSTRY SCENERIO

India''s economy showed gradual recovery in 2015-16. Fiscal deficit and inflation were under control. Public investment was up. Interest rates were reduced. But rural demand and private investment remained weak. The fall in global prices of oil and commodities benefited the economy and the automobile sector. However, the slowdown in the global economy led to weak export demand.

The automotive industry in general is cyclical and economic slowdowns in the recent past have affected the manufacturing sector including the automotive and related industries in India. Persistence of negative economic trends or further deterioration in key economic factors such as growth rate, interest rates and inflation as well as reduced availability of financing for vehicles at competitive rates could materially and adversely affect the Company automotive sales in India and results of operations key for this year.

performance review

The Company achieved total turnover of Rs. 18455.48 lacs against Rs.15930.49 lacs in the previous year which is more than 15.85% . The Net Profit after tax was also increased to Rs. 183.55 lacs against Rs 122.68 in the previous year. This achieved by expending the customer base and also increasing its presence of export market.

technology up gradation

In order to maintain its leadership position, your Company is continuously focused on upgrading its product and manufacturing technology as well as acquire new and advanced technology to meet the emerging expectations of the customers. The R&D staff is actively involved in the development of new, cutting-edge products together with developments in new materials as well as advanced manufacturing techniques. The in-house R&D plays a major role in providing the interface between the company priorities and the adoption of the collaborators technology.

dividend

FINANCIAL RESULTS AT A GLANCE

(Rs. in lacs)

particulars

31 March, 2016

31 March, 2015

Net Revenue from operations

18455.48

15930.49

Other Income

15.52

8.29

Profit before tax and exceptional items

283.83

92.90

Exceptional items

0.05

87.77

Profit before tax

283.88

180.67

Profit After Tax

183.55

122.68

Balance Brought Forward

1189.21

1110.71

Amount available for Appropriation

1372.77

1233.39

APPROPRIATIONS:

Dividend

53.94

37.76

Dividend Tax

12.00

6.42

General Reserve

15.00

0

Balance Carried Forward

1291.83

1189.21

1372.77

1233.39

Earnings Per Share

3.40

2.27

The Board recommended a dividend of 10% (i.e. Rs. 1.00 per share) on 53, 94, 005 equity shares of Rs.10 each for 2015-16, Subject to the approval of the Shareholders at the Annual General Meeting to be held on 30th September, 2016.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2016 was Rs.5,39,40,050, divided into 5394005 equity share of face value of Re. 10/- each.

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financial year 2015-16.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2015-16.

C) Issue of employee stock options

The Company did not issue stock options during the financial year 2015-16.

D) provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

TRANSFER TO RESERVES

The appropriations for the year are:-

(Rs. in lacs)

particulars

31 March, 2016

General Reserve

Balance as per last financial statements

302.10

Less: Depreciation on Lease hold Land

-1.91

Add: Amount transferred from statement of Profit and Loss

15.00

Closing Balance

315.19

deposit

Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence no details pursuant to Rule 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are reported.

particulars of loans, investments AND GUARANTEES:

The Particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed at Note Nos. 11 & 28 of the financial statements.

Contingent Liabilities:-

The company has given performance guarantees and /or guarantees against loans given by Karvy Finance Services Limited to Akar Industries Pvt. Ltd.

MATREIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the Company and date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the Company.

investor education and PROTECTION FUND

Dividend which was declared by the company for the year ended March 31, 2009 at the Annual General Meeting held on 30th September, 2009 and remain unclaimed will be transferred to the Investor Education and Protection Fund of the Central Government on October 30th, 2016 pursuant to the provisions of Companies Act, 2013. Thereafter no claim shall lie on dividend for the year ended March, 2009 from the shareholders. Notice for unpaid dividend is attached with the Notice convening 27th Annual General Meeting.

auditors

The Shareholders of the Company in their Twenty Fifth Annual General Meeting held on 29th September, 2015 had accorded their approval pursuant to the provisions of Section 139, 141 and other applicable provisions of Companies Act, 2013 and rules made there under to appoint M/s A. K. Bagadia & Co., Chartered Accountants, as Statutory Auditor of the Company of the period of three years commencing from the conclusion of Twenty Fifth Annual General Meeting until the conclusion of Twenty Eighth Annual General Meeting.

The Board of Directors of the Company has pursuant to the provisions of Section 139, recommended the ratification of appointment M/s A. K. Bagadia & Co, Chartered Accountants for the approval of the Shareholders from the conclusion of Twenty Seventh Annual General Meeting till the conclusion of Twenty Eighth Annual General Meeting.

The Auditor''s report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL Audit

The Secretarial Auditors, M/s Pankaj & Associates, Company Secretaries, has issued Secretarial Audit Report of the Financial Year 2015-16 pursuant to Section 204 of the Companies Act, 2013, which is annexed to the Director''s Report.

cost auditor

Your Directors have appointed M/s B. R. Chandak & Co, Cost Accountants, as the Cost Auditors for the Financial Year 2016-17. M/s B. R. Chandak & Co , Cost Accountants will submit the cost audit report along with annexure to the Central Government (Ministry of Corporate Affairs) in the prescribe form within specified time and at the same time forward a copy of such report to your company.

subsidaries

The Company does not have any subsidiary within the meaning of the Companies Act, 2013

corporate governance

Transparency is the cornerstone of your Company''s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Management Personnel of your Company have complied with the approved ''Code of Ethics for Board of Directors and Senior Executives'' of the Company.

The Report on Corporate Governance as required under the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 forms part of and is annexed herewith marked as "Annexure - V".

occupational health, safety & ENVIRONMENT

Your Company has effectively deployed policies on Safety, Occupational Health & Environment at all locations. It continually focus on improving the effectiveness of system processes, through globally accepted standards. Your Company develop and manufacture products that are safe, eco-friendly and economical. Our products enhance people''s safety and reduce contamination to environment, also during their subsequent recycling and disposal.

Your Company design processes to ensure that people''s health and safety and effects on the environment. Your company is fully prepared to deal with emergencies due to fire & safety. Your Company reviews its processes and its behavior on a regular basis and measure their effects on people and on the nature. This is the process of identifying potential for improvement, and ensures the effectiveness of our program towards work safety, people''s health and the environment.

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. The Company has taken initiative for safety of employees and implemented regular safety, imparted machine safety training, wearing protective equipments etc.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations at its corporate office and plants. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures. Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations of Statutory Auditors to ascertain their views on the financial statements including the financial reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and System followed by the Company.

OUTLOOK

The Indian automotive industry is affected materially by the general economic conditions in India and around the world. Muted industrial growth in India during FY 201516 along with continuing higher inflation and interest rates continue to pose risks to overall growth in this market. The automotive industry in general is cyclical and economic slowdowns in the recent past have affected the manufacturing sector including the automotive and related industries in India. Persistence of negative economic trends or further deterioration in key economic factors such as growth rate, interest rates and inflation as well as reduced availability of financing for vehicles at competitive rates could materially and adversely affect the Company automotive sales in India and results of operations key for this year.

Your company has advantage of having strong brand value, large network, widely spread product range, strong partners and collaborators relationship. It is fully prepared to meet the challenge of competition leveraging its competitive strengths of network quality, technology, product range and brand value.

risk AND AREA OF CONCERN:

Your company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. Cost & Quality are critical success factors in current business environment. Risk of losing market share/ ability to maintain high share or losing business share with key accounts are rooted on these factors.

The Company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

opportunities and threats

Your Company has growth opportunities in industrial and automotive division''s specially commercial vehicle divisions. Your Company has strategies in place to tap the potential. However the new entrants and aggressive expansion plan of existing competitors are biggest challenge. The competitive price, network strategy, technology & product quality are critical to our success. Your company has advantage of having strong brand value, large network, widely spread product range, strong partners and collaborators relationship. It is fully prepared to meet the challenge of competition leveraging its competitive strengths of network quality, technology, product range and brand value. With increasing awareness and education of the Indian customer, a range of non-vehicular products and services like spares, after sales, annual maintenance contracts etc are also gaining popularity in demand. India has emerged as a major hub for global manufacturing with its advantage of lower input costs, availability of local supplier base and high domestic demand.

In addition to the above, the Company also has the advantage of a strong in-house design and development facility and professionals. The Company is focusing on increasing its global presence, as an effective hedge against domestic downturn as well as a growth opportunity.

The automotive industry, and the demand for automobiles, is influenced by general economic conditions, including among other things, rates of economic growth, availability of credit, disposable income of consumers, interest rates, environmental and tax policies, safety regulations, freight rates and fuel and commodity prices. Negative trends in any of these factors impacting the regions where the Company operates could materially and adversely affect our business, results of operations and financial condition. The Indian automotive industry is affected materially by the general economic conditions in India and around the world. The progress of the economy also depends on the political situation around the world.

The automotive industry in general is cyclical and economic slowdowns in the recent past have affected the manufacturing sector including the automotive and related industries in India.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and Code of Conduct.

Whistle Blower Policy is available on the website of the company at www.akartoolsltd.com.

DIRECTORS AND KEY MANAGERIAL personnel

On the recommendation of Nomination and Remuneration Committee, the Board re-designate Shri. Pradeep Nijampurkar, as an Whole Time Director of the Company with effect from 01.04.2016, for a further period of 3 years, subject to approval of the shareholders. We seek your approval for the appointment of Shri. Pradeep Nijampurkar as an Whole Time Director in the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013, Shri Sunil Todi & Shri R. L. Gupta will retire by rotation at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment. The Board recommends for their re-appointment.

The information on the particulars of Directors eligible for appointment in terms of regulation 33 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

independent directors declaration

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with provisions of Section 149 of the Companies Act, 2013 and the board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

BOARD MEETING

During the year under review four Board Meetings and four Audit Committee Meetings were convened and held, the detail of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report.

stakeholder relationship COMMITTEE

Stakeholder relationship Committee comprises of Shri. N K Gupta as Chairman, Shri. Sunil Todi and Shri. Pradeep Nijampurkar as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

audit committee

The Audit Committee comprises of Shri V K Chopra as Chairman, Shri S N Shukla and Shri Sunil Todi as Members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report

CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company''s website www. akartoolsltd.com

LISTING

The equity shares continue to be listed on the BSE Limited (BSE). The Company has paid annual listing fee for the financial year 2016-17 to BSE..

particulars of contracts or ARRANGEMENTS WITH RELATED PARTIES

All related party transactions those were entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Committee.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the web-site under the following web-link ''http://www.akartoolsltd.com

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis and there were no material related party transactions during the year, Form AOC - 2 is not applicable to the Company.

annual return

The particulars required to be furnished under section 134(3) (a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014as prescribed in Form No. MGT -9 is given in Annexure ''III''.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid, As on March 31st, 2016, 97.9% of the share capital stands dematerialized.

energy conservation, technology absorption, and foreign exchange EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 are in Annexed-IV as a part of this Annual Report.

MATERIAL DEVELOPMENTS IN HUMAN resources /industrial RELATION front, including number of people employed:

The Company believes that success of any organization depends upon availability of human capital. Our assets are our people who work to innovate beyond and challenge established boundaries. Thus, employees are vital to the Company. We have a favorable work environment that encourages innovation and meritocracy. We focus on attracting the best and brightest talent and the meritocracy is the sole criteria for selection. The Company firmly believes that manpower is the most important asset, above all. The Company has good cordial relation with trade union and employees representatives and views these relationships as contributing positively to the success of the business.

The total number of employees of the Company as on March 31, 2016 stood at 471.

particulars of employees

Disclosures pertaining to remuneration and other details are required under section 134 (3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provided in the Board Report.

DISCLOSURE AS PER SEXUAL HARRASEMENT OF WOMEN AT workplace (prevention, prohibition AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention and Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act.

During the year, no complaints with allegations of sexual harassment were filed with the Company.

ANNEXURES FORMING A PART OF DIRECTOR''S 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 Report:

Annexure

particulars

I

Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013

II

Secretarial Audit Report

III

Extract of the Annual Return in Form MGT-9

IV

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

V

Corporate Governance Report

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5) of Section 134 of the companies act, 2013, your directors confirm that:

1 in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

2 the Directors had in consultation with Statutory Auditors, 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 Net Profit of the Company for the Financial Year Ended 31st March, 2016.

3 the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4 the Directors have prepared the annual accounts on a ''going concern'' basis.

5 The Directors have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year Ended 31st March, 2016.

6 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 throughout the Financial Year Ended 31st march, 2016.

FORWARD LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties.

When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will" and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

ACKNOWLEDGEMENT

Your Directors wish to place on record the their appreciation of the assistance and cooperation received from its bankers, customers (domestic as well as overseas), suppliers, shareholders, staff from each level and other business associates for their valuable contribution in the growth of the organization whose continuous support and cooperation has been a source of strength to the company enabling it to achieve its goals. The Directors look forward to their continued support in future.

On behalf of the Board of Directors

Place: Aurangabad R.L.Gupta

Date: 12th August, 2016 Chairman

CIN: L29220MH1989PLC052305 (DIN:00061861)

Website: www.akartoolsltd.com

E-mail: corporate@akartoolsltd.com

Reg. Office: 304, Abhay Steel House,

Baroda Street, Carnac Bunder,

Mumbai- 400009.


Mar 31, 2015

Dear Shareholder's

The Directors hereby present their Twenty Sixth Annual Report along with Audited Statement of Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS AT A GLANCE:

(Rs. in Lacs) PARTICULARS 31st March, 2015 31st March, 2014

Net Revenue from operations 16635.57 14255.59

Other Income 8.29 9.30

Profit before tax and exceptional items 92.90 135.81

Exceptional items 87.77 0.00

Profit before tax 180.67 135.81

Profit After Tax 122.68 68.96

Balance Brought Forward 1110.71 1094.61

Amount available for Appropriation 1233.39 1163.57

APPROPRIATIONS:

Dividend 37.76 32.36

Dividend Tax 6.42 5.50

General Reserve 0 15.00

Balance Carried Forward 1189.21 1110.71

1233.39 1163.57

Earnings Per Share 2.27 1.28

The Company achieved total turnover of Rs. 16635.57 lacs against Rs. 14255.59 lacs in the previous year which is more than 16.70%. The Net Profit after tax was also increased to Rs. 122.68 lacs against Rs 68.96 in the previous year. This could be achieved by adding new customer both in India and abroad

The Company expects to improve its performance during the year, as the addition of new customers will results in increase turnover and profit. The market for the Automobile Industry is still competitive but hope that for Next Quarter of Current Year things will start improving

DIVIDEND

Your Directors recommend a dividend of 7 % (i.e. Rs. 0.70 per share) on 53, 94, 005 equity shares of Rs.10 each for 2014- 15, Subject to the approval of the Shareholders at the Annua General Meeting to be held on 30th September, 2015

DIRECTORS

Shri N. K. Gupta, Director of the Company will retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act, 2013 and being eligible and offered himself for re-appointment

INDEPENDENT DIRECTORS

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, appointed Smt Shilpa Sharma as Additional Director w.e.f. 31.03.2015 in the category of Independent & Non- Executive Director.

The Board has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Sub-Section (6) of Section 149 of the Companies Act, 2013 and who in the opinion of the Board fulfills the conditions specified in the Act and the rules made there under and are Independent of the Management. Thus the Board recommended their appointment as Independent Directors.

Brief details of the Director, who is to be appointed/re- appointed as mentioned herein above has been furnished along with the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (5) of Section 134 of the companies act, 2013, your directors confirm that:

1 in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

2 the Directors had in consultation with Statutory Auditors, 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 Net Profit of the Company for the Financial Year Ended 31st March, 2015.

3 the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4 the Directors have prepared the annual accounts on a 'going concern' basis.

5 The Directors have laid down adequate Internal Financia Controls to be followed by the Company and such Interna Financial Controls were operating effectively during the Financial Year Ended 31st March, 2015.

6 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 throughout the Financial Year Ended 31st March, 2015.

AUDITORS

The Shareholders of the Company in their Twenty Fifth Annua General Meeting held on 29th September, 2015 had accorded their approval pursuant to the provisions of Section 139, 141 and other applicable provisions of Companies Act, 2013 and rules made there under to appoint M/s A. K. Bagadia & Co., Chartered Accountants, as Statutory Auditor of the Company of the period of three years commencing from the conclusion of Twenty Fifth Annual General Meeting until the conclusion of Twenty Eighth Annual General Meeting

The Board of Directors of the Company has pursuant to the provisions of Section 139, recommended the ratification of appointment M/s A. K. Bagadia & Co, Chartered Accountants for the approval of the Shareholders from the conclusion of Twenty Sixth Annual General Meeting till the conclusion of Twenty Seventh Annual General Meeting

The Auditor's report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

The Secretarial Auditors, M/s KMP & Associates, Company Secretaries, has issued Secretarial Audit Report of the Financia Year 2014-15 pursuant to Section 204 of the Companies Act, 2013, which is annexed to the Director's Report as Annexure I

COST AUDITOR

Your Directors have appointed M/s B. R. Chandak & Co, Cost Accountants, as the Cost Auditors for the Financial Year 2015- 16. M/s B. R. Chandak & Co , Cost Accountants will submit the cost audit report alongwith annexure to the Centra Government (Ministry of Corporate Affairs) in the prescribe form within specified time and at the same time forward a copy of such report to your company.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of investments made have been given in note no. 12 to the Financial Statement.

Details of Loans given is given note no. 13 to the Financial Statement.

The Company has not given any guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

The Company has entered into contract/arrangements with the related parties in the ordinary course of business and on arm's length basis. Thus provisions of Section 188(1) of the Act are not applicable.

CORPORATE GOVERNANCE

Your Company reaffirms and remains committed to high standards of Corporate Governance. The Company believes that appropriate disclosures procedures, transparent accounting policies, strong and independent Board practices and highest levels of ethical standards are critical to enhance and retain investor trust and generate sustainable corporate growth. Your Company established systems and procedures to comply with the amended provisions of the Code of Corporate Governance and complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreement with the stock exchange. A Report separately titled "Corporate Governance" along with Auditors' Certificate, regarding compliance of the same are annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49 of the Listing Agreement with stock exchange, a management discussion and analysis report, inter-alia, deals adequately with operations and the current and future outlook of the Company is annexed and form as part of this Annual Report.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and Code of Conduct.

Whistle Blower Policy is available on the website of the company at www.akartoolsltd.com

ANNUAL RETURN

The extract of Annual Return is annexed to Director's Report as Annexure II

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control systems are commensurate with the nature, size and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details are required under section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provided in the Board Report as Annexure III

FIXED DEPOSIT

Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence no details pursuant to Rule 8(v) anf 8(vi) of the Companies (Accounts) Rules, 2014 are reported

DISCLOSURE AS PER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention and Prohibition and Redressal) Act, 2013 read with rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 are in Annexed as a part of this Directors Report as Annexure IV.

ACKNOWLEDGEMENT

Your Directors wish to place on record the their appreciation of the assistance and cooperation received from its bankers, customers (domestic as well as overseas), suppliers, shareholders, staff from each level and other business associates for their valuable contribution in the growth of the organization whose continuous support and cooperation has been a source of strength to the company enabling it to achieve its goals. The Directors look forward to their continued support in future.

By the Order of the Board of Directors

Place : Aurangabad. (N.K.Gupta)

Date : 12th August, 2015 Chairman


Mar 31, 2014

Dear Shareholders

The Directors hereby present their Twenty Fifth Annual Report along with Audited Statement of Accounts of the Company for the year ended March 31, 2014.

Financial Results at a glance: ( Rs. in lacs)

PARTICULARS 31st March, 2014 31st March, 2013

Sales & Other Income 14,264.89 14,206.35

Profit Before Tax 135.81 158.79

Profit After Tax 68.96 92.86

Balance Brought Forward 1,094.61 1,047.77

Amount available for Appropriation 1,163.57 1,140.63

APPROPRIATIONS:

Dividend 32.36 26.97

Dividend Tax 5.50 4.05

General Reserve 15.00 15.00

Balance Carried Forward 1,110.71 1,094.61

1,163.57 1,140.63

Earnings Per Share 1.28 1.72

The Company achieved total turnover of Rs. 14264.89 lacs against Rs. 14206.35 lacs in the previous year. The net profit after tax was Rs. 68.96 lacs against Rs. 92.86 lacs in the previous year which is mainly attributable to the rise in the cost of inputs. Company now aggressively working in various new market in India and abroad with various OEM''s for their products. The benefit of the same would be available to Company once the economy starts reviving.

DIVIDEND

Your Directors recommend a dividend of 6% on 53,94,005 equity shares of Rs.10 each for 2013-14, Subject to the approval of the Shareholders at the Annual General Meeting to be held on 29th September, 2014.

AUDITORS

The Auditors of the company M/s A. K. Bagadia & Co., Chartered Accountants, retire at this Annual General Meeting and are eligible for reappointment. The Audit Committee and your Board recommend their reappointment.

SEBI REGULATIONS & LISTING FEES:

The Annual Listing Fees for the year under review have been paid to Bombay Stock Exchange Limited where your Company''s Shares are listed. Company has initiated the process of delisting with Delhi Stock Exchange which is in process.

DIRECTORS

Shri Pradeep Nijampurkar, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment as Directors of the Company, liable to retire by rotation, in the said meeting.

INDEPENDENT DIRECTORS

Pursuant to Section 149 & 152 of the Companies Act, 2013 read with Rules made there under, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the Listing Agreement which will be applicable from 01st October, 2014, In case the Independent Directors has already served for 5 or more years, he can be appointed for only one term up to 5 years only. On 22nd August, 2014, the Nomination and Remuneration Committee recommended the appointment of Shri V K Chopra & Shri. Surendra Nath Shukla, all the existing Independent Directors for one more consecutive term of 5 years not liable to retire by rotation.

The Board has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Sub-Section (6) of Section 149 of the Companies Act, 2013 and who in the opinion of the Board fulfills the conditions specified in the Act and the rules made there under and are Independent of the Management. Thus the Board recommended their appointment as Independent Directors.

Brief resume /details of the Director, who is/are to be appointed/re-appointed as mentioned herein above has been furnished along with the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed

1 Those in the preparation of annual accounts, the applicable accounting standard have been followed along with proper explanation relating to material departures.

2 That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the Financial Year Ended 31st March, 2014.

3 That the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities and

4 That the Directors have prepared the annual accounts on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49 of the Listing Agreement with stock exchange, a management discussion and analysis report, inter-alia, deals adequately with operations and the current and future outlook of the Company is annexed and form as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has spent Rs 1.34 Lacs for education of underprivileged class of children.

CORPORATE GOVERNANCE

Your Company reaffirms and remains committed to high standards of Corporate Governance. The Company believes that appropriate disclosures procedures, transparent accounting policies, strong and independent Board practices and highest levels of ethical standards are critical to enhance and retain investor trust and generate sustainable corporate growth. Your Company established systems and procedures to comply with the amended provisions of the Code of Corporate Governance and complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreement with the stock exchange. A Report separately titled "Corporate Governance" along with Auditors'' Certificate, regarding compliance of the same are annexed as a part of this Annual Report.

PARTICULARS OF EMPLOYEES

The Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 is not given, since no employee of the Company draws remuneration in excess of the limit as prescribed in the above section.

ENERGY CONSERVATION, TECHNOLOGY

ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are in Annexed as a part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the assistance and co-operation received from its bankers, customers (domestic as well as overseas), suppliers, shareholders, staff from each level and other business associates for their valuable contribution in the growth of the organization whose continuous support and cooperation has been a source of strength to the company enabling it to achieve its goals. The Directors look forward to their continued support in future.

On behalf of the Board of Directors

Place: Aurangabad. R. L. GUPTA Date: 22nd August, 2014. Chairman


Mar 31, 2013

Dear Shareholders,

The Directors hereby present their Twenty Fourth Annual Report along with Audited Statement of Accounts of the Company for the year ended March 31, 2013.

1. PERFORMANCE OF THE COMPANY

I. Financial Results at a glance:

( Rs. in lacs)

PARTICULARS 31st March, 2013 31st March, 2012

Sales & Other Income 14206.35 14295.22

Profit Before Tax 158.79 269.94

Profit After Tax 92.86 222.96

Balance Brought Forward 1047.77 871.16

Amount available for Appropriation 1140.63 1094.12

APPROPRIATIONS:

Dividend 26.97 26.97

Dividend Tax 4.05 4.38

General Reserve 15.00 15.00

Balance Carried Forward 1094.61 1047.77

1140.63 1094.12

Earnings Per Share 1.74 4.13



II. Operations

The financial year under review began with a positive note. However, the economy started witnessing effect of inflationary trend during the second half of the year which together with tightening of the monetary policy resulted in pressure on overall performance of the Company.

Despite the pressure in International Market, the Company could achieve its Sales projections. The stress on cost of raw material and other expenses was partly offset by savings in financial cost by prudent financial management.

The Company achieved total turnover of Rs. 14206.35 lacs against Rs. 14295.22 lacs in the previous year. The net profit after tax was Rs. 92.86 lacs against Rs. 222.96 lacs in the previous year which is mainly attributable to the rise in the cost of inputs. Company now aggressively opens new market in India and abroad for its products. Further the company is leveraging its customer base by developing new components parts to enhance the sales and profitability.

2. DIVIDEND

Your Directors recommended a dividend of 5 % (i.e. Rs. 0.50 per share) on 53, 94,005 equity shares of Rs.10 each for 2012- 13, Subject to the approval of the Shareholders at the Annual General Meeting to be held on 27th September, 2013.

3. AUDITORS

The Auditors of the company M/s A. K. Bagadia & Co., Chartered Accountants, retire at this Annual General Meeting and are eligible for reappointment. The Audit Committee and your Board recommend their reappointment.

4. COST AUDITORS

Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA General Circulars, the Audit Committee has recommended and the Board of the Directors has appointed M/s B. R. Chandak & Co., Cost Accountants, as Cost Auditors of the Company.

5. SEBI REGULATIONS & LISTING FEES:

The Annual Listing Fees for the year under review have been paid to Bombay Stock Exchange Limited where your Company''s Shares are listed. Company has initiated the process of delisting with Delhi Stock Exchange which is in process.

6. DIRECTORS

Shri RaghunandanLal Gupta and Shri. Ravi Machhar retires by rotation and offer themselves for re- appointment, which your Directors consider it to be in the best interests of the Company and recommend their re-appointment. Appropriate resolutions seeking your approval for their re-appointment are appearing in the notice convening the 24th Annual General Meeting.

Shri Bhagwan Das Narang was appointed by the Board of Directors as an Additional Director of the Company w.e.f. 14.02.2013. In terms of Section 260 of the Companies Act,1956 Shri Bhagwan Das Narang holds office up to conclusion of the ensuing Annual General Meeting of the Company. Notices under Section 257 of the Companies Act, 1956 have been received from member of the Company proposing Shri Bhagwan Das Narang as a candidate for the office of Director, liable to retire by rotation, which your Directors consider it to be in the best interests of the Company and recommend his appointment. Appropriate resolution seeking your approval to his appointment is appearing in the notice convening the 24th Annual General Meeting.

During the year Ms. Rajashree V. Dubey has been appointed by the Board of Directors as a Company Secretary.

7. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed

1 Those in the preparation of annual accounts, the applicable accounting standard have been followed along with proper explanation relating to material departures.

2 That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period.

3 That the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities and

4 That the Directors have prepared the annual accounts on a ''going concern'' basis.

8. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49 of the Listing Agreement with stock exchange, a management discussion and analysis report, inter-alia, deals adequately with operations and the current and future outlook of the Company is annexed and form as part of the Annual Report.

9. CORPORATE GOVERNANCE

Your Company reaffirms and remains committed to high standards of Corporate Governance. The Company believes that appropriate disclosures procedures, transparent accounting policies, strong and independent Board practices and highest levels of ethical standards are critical to enhance and retain investor trust and generate sustainable corporate growth. Your Company established systems and procedures to comply with the amended provisions of the Code of Corporate Governance and complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreement with the stock exchange. A Report separately titled "Corporate Governance" along with Auditors'' Certificate, regarding compliance of the same are annexed as a part of this Annual Report.

10. PARTICULARS OF EMPLOYEES

The Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 is not given, since no employee of the Company draws remuneration in excess of the limit as prescribed in the above section.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are in Annexed as a part of this Annual Report.

12. ACKNOWLEDGEMENTS

Your Directors wish to place on record the appreciation of the assistance and cooperation received from its bankers, customers (domestic as well as overseas), suppliers, shareholders, staff from each level and other business associates for their valuable contribution in the growth of the organization whose continuous support and cooperation has been a source of strength to the company enabling it to achieve its goals.



On behalf of the Board of Directors

Place: Aurangabad. R. L. GUPTA

Date: 12th August, 2013. Chairman


Mar 31, 2010

The Directors present the 21st Annual Report along with Audited Statement of Accounts for the year ended March 31, 2010.

Financial results at a glance (rs. in lacs)

March 31, 2010 March 31, 2009

Sales & other income 11,353.41 8,968.93

Profit before tax 339.36 165.86

Profit after tax 204.50 40.14

Balance brought forward 446.10 484.07

650.60 524.21

Appropriations:

Dividend 64.73 53.94

Dividend tax 11.00 9.16

General reserve 15.00 15.00

Balance carried forward 559.87 446.11

650.60 524.21

Earning per share 3.79 0.74

Operations

Net sales turnover was 111,353.41 lacs as compared with t 8,968.93 lacs during 2008-09. The profit before tax during 2009-10 was at t 339.36 lacs (Previous Year 165.86 lacs)

All expansion programs under progress are on schedule.

Dividend

Your Directors recommended a dividend of 12% (i.e.Rs. 1.20 per share) on 53,94,005 equity shares of Rs. 10 each for 2009-10. The previous year dividend paid was at 10% (i.e. t 1.00 per share).

Management discussion and analysis

As required under Clause 49 of the Listing Agreement with stock exchange, a Management discussion and analysis report, inter-alia, deals adequately with operations and the current and future outlook of the Company is annexed and forms a part of the Directors Report.

Auditors

M/s Hemant J. Vora & Co., Chartered Accountants, the present statutory auditors retire at this Annual General Meeting and are eligible for reappointment. The Audit Committee and your Board recommend their reappointment.

Directors

Shri R. L. Gupta and Shri P. M. Nijampurkar retire by rotation and offer themselves for reelection, which your Directors consider to be in the best interests of the Company.

Directors responsibility statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed

1 That in the preparation of annual accounts, the applicable accounting standard were followed along with proper explanation relating to material departures

2 That we selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period.

3 That we took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities

4 That we prepared the annual accounts on a going concern basis.

Corporate Governance

Your Company reaffirms and remains

committed to high standards of Corporate Governance. The Company believes that appropriate disclosures procedures, transparent accounting policies, strong and independent Board practices and highest levels of ethical standards are critical to enhance and retain investor trust and generate sustainable corporate growth. Your Company established systems and procedures to comply with the amended provisions of the Code of Corporate Governance and complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreement with the stock exchange. A Report separately titled "Corporate Governance" along with Auditors Certificate, regarding compliance of the same are annexed as a part of this Annual Report.

Particulars of Employees

The Particular of Employees as required under Section 217(2A)ofthe Companies Act, 1956 is not given, since no employee of the Company draws remuneration in excess of the limit as prescribed in the above section.

Energy conservation, technology absorption, and foreign exchange earnings and outgo

The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

Acknowledgements

Your Directors wish to place on record the appreciation of the assistance and cooperation received from bankers, customers (domestic as well as overseas), suppliers, shareholders, staff from each level and other business associates for their valuable contribution in the growth of the organization whose continuous support and cooperation has been a source of strength to the company enabling it to achieve it goals.

On behalf of the Board

Place: Aurangabad R. L. Gupta

Date: August 21, 2010 Chairman

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