Directors Report of Amforge Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 43rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31/03/2015.

Financial Highlights:

(Rs.in 000''s)

2014-2015 2013-2014

Total Income 65,728.47 42,823.75

Earnings before interest, 36,173.81 15,709.60 depreciation, exceptional items & tax.

Less : Depreciation 7,351.91 3,666.02

Profit before interest, 28,900.90 12,043.58 exceptional items and tax

Less : Interest and 3,701.24 8240.74 Finance cost

Profit before exceptional 25,119.66 3,802.84 items and tax

Less : Exceptional items - -

Profit before tax 25,119.66 3,802.84

Provision for current tax 5,117.00 666.00

Provision for deferred tax / (1,388.00) (9,407.00) earlier year

Profit after tax 21,390.96 12,541.48

Balance of Loss brought (4,21,913.03) (4,34,454.51) forward from previous year

(Loss) carried to Balance Sheet (4,03,254.70) (4,21,913.03)

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 Company and 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 reviews 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 Place: Mumbai DIN : 00364000 Date: 07/08/2015

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Mar 31, 2014

Dear Members,

The Directors hereby present the 42nd Annual Report together with the Audited Accounts of the Company for the year ended 31/03/2014.

Financial Highlights:

(Rs. in 000''s)

2013-2014 2012-2013

Total Income 42,823.75 28,014.68

Earnings before Interest, Depreciation, Exceptional items & Tax. 15,709.60 (16,370.81)

Less: Depreciation 3,666.02 3,882.37

Profit / (Loss) before Interest, Exceptional items and tax 12,043.58 (20,253.18)

Less: Interest and Finance cost 8,240.74 8,549.07

Profit / (Loss) before Exceptional items and tax 3,802.84 (28,802.25)

Profit / (Loss) before tax 3,802.84 (28,802.25)

Provision for Current Tax 668.36 -

Provision for Deferred Tax (9,407.00) (18,283.00)

Profit / (Loss) after Tax 12,541.48 (10,526.10)

Balance of Profit /(Loss) brought forward from previous year (4,34,454.51) (4,23,928.41)

(Loss) carried to Balance Sheet (4,21,913.03) (4,34,454.51)

Financials:

During the year under review, your Company registered a total income of Rs. 42,823.75 thousands as against Rs. 28,014.68 thousands in the previous year and Earning Profit/ (Loss) before Interest, Depreciation, Exceptional items and tax Rs. 15,709.60 thousands as against (Rs. 16,370.81) thousands in the previous year. The Profit before tax for the year is Rs. 3,802.84 thousands, as against Loss (Rs. 28,802.25) thousands, in the previous year.

Dividend:

No dividend is recommended due to accumulated losses for the year under review.

Public deposits:

The Company has not accepted any deposits from the public during the financial year.

Directors'' Responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:-

i. in the preparation of the Annual Accounts, all the applicable Accounting Standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the Profits or Loss of the Company for that period.

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and other irregularities.

iv. the Annual Accounts have been prepared on a going-concern basis.

Directors:

Mr. Fali P.Mama, who retires by rotation and eligible for re-appointment offers himself for re-appointment.

Mr. Rakesh Khanna, Mr. Sunil K. Aggarwal and Mr. Sharat D. Nath, Directors of the Company, are being appointed as Independent Directors for 5 (Five) consecutive years as per provisions of Section 149 and other applicable provisions, if any, of the Companies Act 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

Statutory Auditors:

The Company''s Statutory Auditors, M/s. Bansal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting has conveyed their decision not to opt for re-appointment.

In view of above, M/s. J. Singh and Associates, Chartered Accountants (Firm Registration No. 110266 W) has been appointed as Statutory Auditors of the Company subject to approval of the members of the Company.

Auditor''s Report

There are no qualifications contained in the Auditors'' Report and therefore there are no further explanations to be provided in this report.

Energy conversation, Technology Absorption & Foreign Exchange earnings & outgo:

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 concerning Conservation of Energy and technology absorption respectively are not applicable to the Company. There was no inflow and out flow of foreign exchange during the year under review.

Management Discussion and Analysis:

Pursuant to Clause - 49 of the Listing Agreement with the BSE Limited, the Management Discussion and Analysis (MDA) is required to be annexed to this report. As such, there is no manufacturing activities due to disposal of plants. However, the company continued with trading activities.

Particulars Employees:

There were no employees drawing remuneration more than as prescribed under section 217(2A) of the Companies Act, 1956.

Corporate Governance:

Pursuant to Clause-49 of the Listing Agreement, a report on Corporate Governance is annexed to this report, as Annexure-1.

Compliance Certificates:

Pursuant to Clause 49 of the Listing Agreement and Section 383A of the Companies Act, 1956, certificates issued by Practising Company Secretary are annexed to this report, as Annexure-2 and 3 respectively.

CEO / CFO Certificate

Pursuant to Clause-49 of the Listing Agreement, CEO / CFO Certificate is annexed to this report, as Annexure-4.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere thanks to all members and employees for their continued support and co-operation.

For and on behalf of the Board of Directors Puneet Makar Chairman & Managing Director

Place: Mumbai Date : 08/08/2014

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Mar 31, 2012

To The Members of AMFORGE INDUSTRIES LIMITED

The Directors hereby present the 40th Annual Report and audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

(Rs. in 000's)

2011-12 2010-11

Total Income 43961.08 22836.36

Earning before Interest, Depreciation, Exceptional items and Tax. (29724.07) (77769.00)

Less: Depreciation 3855.80 8862.53

Profit/(Loss) before Interest, Exceptional items and tax (33579.87) (86631.53)

Less: Interest and Finance cost 7267.79 8862.53

Profit/(Loss) before Exceptional items and tax (40847.66) (95595.95)

Less: Exceptional items 55596.56 19179.76

Profit/(Loss) before tax 14748.90 (76416.19)

Provision for Current Tax 3030.27 36.13

Provision for Deferred Tax 19558.00 (22446.00)

Profit/(Loss) after Tax (7839.37) (54006.32)

Balance of Profit/(Loss) brought forward from previous year (416089.04) (362082.72)

(Loss) carried to Balance Sheet (423928.41) (416089.04)

FINANCIALS:

During the year under review, your Company registered a total income of Rs. 43961.08 thousands as against Rs. 22836.36 thousands in the previous year and Earning Profit/(Loss) before Interest, Depreciation, Exceptional items and tax (Rs. 29724.07) thousands as against (Rs. 77769) thousands in the previous year. The Profit before tax for the year is Rs. 14748.90 thousands as against Loss of (Rs. 76416.19) thousands in the previous year.

DIVIDEND:

No dividend is recommended due to accumulated losses for the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the financial year.

DIRECTORS:

Shri. Rakesh Khanna, who retires by rotation and being eligible, offers himself for re-appointment. Shri. Bhushanlal Gupta, who retires by rotation and being eligible, offers himself for re-appointment.

Shri. Puneet Makar has been reappointed as Managing Director of the Company for a period of three (3) years w.e.f. 2nd February, 2012 by the Board of Directors in their meeting held on 1st February, 2012 on the terms and conditions including remuneration, as approved by the Remuneration Committee of the Board of Directors, subject to approval of the shareholders of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. Appropriate accounting policies have been selected and applied 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 as on 31st March, 2012 and of the loss of the Company for the year ended on that date.

iii. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Bansal & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment in accordance with the provisions of the Companies Act, 1956.

AUDITORS REPORT:

The Directors give the following comments on Para - 4 of the Auditor's Report:

The production at Chinchwad plant was suspended, from December, 2008 due to the major recession in the automobile industry. In May, 2009 a lock out had to be declared at the plant, because of labour unrest. Since there was no manufacturing activity at the plant and in order to settle the workmen's dues, which were overburdening the Company's financials, the assets of the Chinchwad plant were disposed of.

As far as Accumulated losses, these were mainly due to the absence of revenue from the manufacturing operations, and the expenses incurred on settlement of the workmen's and other statutory dues. With regard to the Debt Assignment, the Board of Directors after due consideration and based on the commercial viability, decided to assign the debt.

Subsequent to the disposal of the assets at its plant, the Company continues its trading activities, and is also exploring other business avenues, in terms of the Memorandum of Association of the Company.

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

The Company has ceased to carry on any manufacturing activity for last three years. As such there is nothing further to report on Conservation of Energy and Technology Absorption.

Foreign Exchange Earning : Nil

Foreign Exchange Outgo : Nil

MANAGEMENT DISCUSSION AND ANALYSES:

Pursuant to Clause-49 of the Listing Agreement with the Bombay Stock Exchange Limited, the Management Discussion and Analysis (MDA) is required to be annexed to this report. There is nothing to report as the company has disposed of its assets at its only plant at Chinchwad during the year subsequent to closure of manufacturing activities. However, the company continued trading activities.

Also the company is exploring other business activities in terms of the Memorandum of Association of the Company.

EMPLOYEES:

The company has no employees in respect of whom information under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amended as on date is required to be furnished.

CORPORATE GOVERNANCE:

Pursuant to Clause-49 of the Listing Agreement, a report on Corporate Governance is annexed to this report, as Annexure–1.

COMPLIANCE CERTIFICATES:

Pursuant to Clause 49 of the Listing Agreement and Section 383A of the Companies Act, 1956, certificates issued by Practicing Company Secretary are annexed to this report, as Annexure-2 and 3 respectively.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere thanks to all members and employees for their continued support and co-operation.

For and on behalf of the Board of Directors

Puneet Makar Chairman & Managing Director

Place: Mumbai Date : 29-05-2012

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Mar 31, 2010

The Directors hereby present the 38th Annual Report and audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in 000s)

2009-10 2008-09

Gross Revenue 4518.16 274718.84

Gross Profit before Interest, Depreciation, Amortization and Tax (37196.89) (63646.64)

Interest (2206.51) (5154.52)

Operating Profit (Loss) before Depreciation & Amortization (39403.40) (68801.16)

Depreciation (9349.82) (9691.74)

Operating Profit/(Loss) for the year (48753.22) (78492.90)

Other Extra Ordinary Gains (Net) (4630.75) (3077.77)

Profit / (Loss) for the year (53383.97) (81570.67)

Prior Periods adjustments (Net) (637.17) (819.00)

Net Profit / (Loss) (54021.14) (82389.67)

Provision for Current Tax(Wealth Tax) 0 (70.00)

Provision for Fringe Benefit Tax (62.00) (2014.00)

Provision for Deferred Tax 1235.00 36755.00

Profit / (Loss) after Tax (52848.14) (47718.67)

Balance Profit/(Loss) brought forward from previous year (309234.58) (261516.90)

Balance carried to Balance Sheet (362082.72) (309234.58)

EPS (Rs.) (3.57) (3.22)

FINANCIALS :

During the year under review, your Companys gross revenue is Rs. 4518.16 thousands [Previous Year: Rs. 274718.84 thousands Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs.(37196.89) thousands [Previous Year: Rs.(63646.64) thousands Operating Cash Profit / (Loss) before depreciation and amortization is Rs. (39403.40) [Previous Year Rs. (68801.16) thousands]. The Net Loss came to Rs.54021.14 thousands [Previous Year: Rs. 82389.67 thousands].

The plant was closed in 2008 due to recession particularly in the automobile industries. Subsequently a lock out was

declared in May 2009, due to workers unrest.

DIVIDEND:

In view of the losses, current and accumulated, no dividend is recommended for the year.

PUBLIC DEPOSITS AND LOANS / ADVANCES:

The Company has not accepted any deposits from the Public or its employees during the financial year.

During this financial year, the subsidiary company (Dujon Commercial Private Limited) had issued 14,00,000 (Fourteen Lacs) Equity shares of Rs. 10/-(Rupees Ten only) each at a premium of Rs.65/- (Rupees Sixty-five only) each aggregating to Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lacs only) to the Company against the loan availed from the holding company.

DIRECTORS:

During this year Shri. Vijay S. Choksi, Director of the Company resigned from the Board w.e.f. 1-9-2009.

Shri. Fali P. Mama, who retires by rotation and being eligible, offers himself for re-appointment, subject to retirement by rotation

Shri. B.L. Gupta, who retires by rotation and being eligible, offers himself for re-appointment, subject to retirement by rotation

DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. appropriate accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31" March, 2010 and loss of the Company for the year ended on that date.

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

SUBSIDIARY COMPANY:

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company, forms part of the Annual Report.

In view of the exemption received u/s.212(8) of the Companies Act, 1956 from Central Government vide letter No. 47/ 214/2010-CL-lll dated 22-07-2010, the Audited Statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary Company is not annexed. Shareholders who wish to have a copy of the full report and accounts of the subsidiary company (Dujon Commercial Private Limited) will be provided on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the registered office of the Company on any working day during business hours. The consolidated Financial Statements presented by the Company include financial results of the subsidiary Company.

AUDITORS:

M/s. Bansal & Associates, Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have furnished a certificate that their reappointment, if made, will be within the limit prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT :

The Directors give the following comments on para 3 of the Auditors Reports.

The Mangement has produced all other available records and documents for verification for the audit purposes for the year under review except some records lying at Chinchwad plant for which the access was not available consequent to lock out. However, the Management does not envisage any material discrepancy(ies) in the financial statements due to the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.:

The information required in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report, as Annexure-1.

MANAGEMENT DISCUSSION AND ANALYSES:

Pursuant to Clause-49 of the Listing Agreement with the Bombay Stock Exchange Limited, the Management Discussion and Analysis annexed to this report, as Annexure-2.

PERSONNEL:

Statement of particulars of employees, providing information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed to this report, as Annexure-3.

CORPORATE GOVERNANCE:

Pursuant to Clause-49 of the Listing Agreement, a report on Corporate Governance is annexed to this report, as Annexure-4.

COMPLIANCE CERTIFICATE:

Pursuant to Section 383Aof the Companies Act, 1956, and Compliance certificate on Corporate Governance as per Listing Agreement, issued by Pactising Company Secretary are annexed to this report, as Annexure-5 & 6.

CEO / CFO CERTIFICATION:

Pursuant to Clause- 49 V of the Listing Agreement with the Bombay Stock Exchange Limited, a certificate issued by CEO/ CFO of the Company for the financial year ended 31st March, 2010 is annexed to this report, as Annexure-7.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere thanks to all shareholders and employees for their continued support and co-operation.

For and on behalf of the Board of Directors

Place : Mumbai Puneet Makar

Date : 02-09-2010 Chairman & Managing Director