Directors Report of ANG Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 24th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended 31st March, 2015. The summarized financial results for the year ended 31 st March, 2015 are as under:

Financial Results

Particular For the financial year For the financial year ended 31st March, 2015 ended, 31st March, 2014 Amount in Rs. Amount in Rs.

Gross Sales 13,305.03 15,760.22

Other Income 50.34 66.90

Total Income 13,355.37 15,827.12

Profit / (Loss) Before Tax and depreciation 213.25 267.20

(-) Depreciation 770.40 688.46

Provision for Tax -

Deferred Income Tax 43.33 66.62

Profit / (Loss) after Tax (600.48) (354.63)

Review of Operation

Revenue for the current year dropped from Rs. 15,827.12 in 2013- 14 to Rs 13,355.37 due to slow demand in tippers, Steel structure in domestic market and Automotive Components in export market. Your Company suffered loss of Rs. 600.48 Lacs during the year under report. Your Company also diversify in Off Highway Components during the year under report and the company is expecting to achieve the desired growth.

Share Capital

During the year under review, the Company pursuant to Section 43 of Companies Act, 2013 read with rule 4 (4) of Companies (Share Capital And Debentures) rules, 2014 have allotted 5,00,000 Equity Shares on Preferential basis to ANG Logistics Pvt. Limited.

Dividend

Company suffered loss due to which no dividend was declared by your Directors for the financial year 2014-15.

Directors

The Board of Directors consists of Executive and Non-Executive directors including Independent directors who have wide and varied experience in different disciplines of Corporate functioning. During the year under review, Ms Nidhi Singh was appointed as additional Director w.e.f 28th March, 2015, under Section 149(1) of the Companies Act, 2013, who holds the office upto the ensuing Annual General Meeting and being eligible offer herself for appointment. Your Directors recommend her appointment.

Mr. Manoj Gupta, Non-Executive Independent Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your Director recommend for his re-appointment.

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

Corporate Governance

Your Company has fully complied with the requirements and disclosures that have to be made under code of Corporate Governance as required under clause 49 of the Listing agreement entered into with the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

Being a listed Company necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along with a Certificate of Compliance from the Statutory Auditors, forms part of this.

Consolidated Financial Statements

In compliance with the applicable clauses of Listing Agreement with the stock Exchanges, the Company has prepared consolidated financial statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon have been annexed to this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period.

3. 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.

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. 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.

Disclosures under Section 134(3)(L) of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

Transfer to Reserves in terms of Section 134(3)(j) of the Companies Act. 2013

For the financial year ended 31st March, 2015, the Company had not transferred any sum to its Reserves as it suffered loss during the year.

Transfer to the Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under the provisions of section 197(12) of the Companies Act, 2013 read with the (Particulars of Employees) Rules, 1975, as amended.

Statutory Auditors

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. As per the provisions of the Companies Act, 2013, M/s Sandesh Jain & Co. Chartered Accountants, hold office as Statutory Auditors of your Company till the conclusion of the 25th Annual General Meeting and are eligible for reappointment for the second year of the term of one year as mention in Section 139(2) of the Companies Act, 2013. Your Company received a certificate from M/s Sandesh Jain & Co., Chartered Accountants, as required under Section 141 of the Companies Act, 2013, to effect that their reappointment, if made, will be within the limits as prescribed under the provisions thereof.

You are requested to appoint them as Statutory Auditors from the conclusion of this Annual General Meeting upto the conclusion of 25th Annual General Meeting.

Internal Auditors

The Company has a proper Internal Control system commensurate with the size, scale and complexity of its operation. To maintain the objectivity and independence, the internal audit team reports to the Chairman of the Audit Committee of the Board. Mr. Suneel Siwal having Membership Number 527218 has been appointed as the internal auditor of the Company w.e.f. 1st April, 2015.

Cost Auditor

The Board has appointed Mr. Lokesh Kumar, FCMA (Regn. No. 24632) as Cost Accountants of the Company for the financial year 2014-15.

Disclosure of Board Report as per Secretarial Standards

The Company has appointed M/s Mamta Jain & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the Financial Year ended 31st March, 2015 is being attached with the Director's Report as Annexure-B which is self explanatory and needs no comments.

Extract of Annual Return Section 92(3) of Companies Act. 2013

The Extracts of the Annual Return for the year 2014-15 being attached with the Directors Report as Annexure -C.

Number of Board Meetings Section 173(1) of Companies Act. 2013

The Board met 12 (Twelve) times during the financial year 2014- 15, Board Meeting were held as follows:

29th April, 2014, 20th May, 2014, 30th May, 2014, 10th July, 2014, 14th August, 2014, 14th November, 2014, 25th November, 2014, 29th November, 2014, 29th December, 2014, 29th January, 2015, 14th February, 2015,28th March, 2015.

Declaration by Independent Director

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements to qualify for their appointment as an independent Director under the provisions of the Companies Act, 2013 as well as clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provision of Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered / evaluated the Board's performance including the Chairman

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

Related Party Transactions:

The company has entered into transaction with a related party for availing job work services/ sales. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial Year were at arm's Length basis and were in the ordinary course of business. 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.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134 of the Companies Act, 2013 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.

Risk Management Policy

Pursuant to the provision of Section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a business risk management committee. To address these business risks in a comprehensive manner, each risk is mapped to the concerned department for further action. Based on this framework, the Company has set in place procedures to periodically place before the board the risk assessment and minimization procedures being followed by the Company.

Attendance of Directors at the Board meeting and last Annual General Meeting and number of other directorship and Committee membership as on 31st March, 2015.

Nomination/Remuneration Committee

The Nomination and Remuneration has been constituted with 3 (Three) Non-Executive Directors. During the year one meeting has been held. The key area of Committee has been detailed in Corporate Governance Report.

Public Deposits

During 2014-15, your Company did not invite or accept any deposits within the meaning of Section 76 of the Companies Act, 2013 and the rules made there under.

Personnel

None of the employees of the Company were in receipt of the prescribed remuneration and as such, the list of employees as required under Section 197 (12) of the Companies Act, 2013 is not enclosed.

The Management's relationship with employees was cordial during the year under review.

Acknowledgements

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

For and on behalf of the Board

Premjit Singh Manoj Gupta (DIN No. 00332949) (DIN No. 01160953)

Date: 24th August, 2015 Place: New Delhi

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Mar 31, 2014

The Members,

The Directors presents their 23rd Annual Report and the Audited Financial Statement for the financial year ended 31st March, 2014. As required under the Ministry of Corporate Affair''s General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for the Financial Year 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956. The summarized financial results for the year ended 31st March, 2014 are as under:

Financial Results

Particulars 2013-14 2012-13

Gross Sales 15760.22 14233.83

Other Income 66.90 32.64

Total Income 15827.12 14266.47

Profit / Loss before tax and depreciation 267.20 (545.95)

(-) Depreciation 688.46 649.26

Profit / Loss before tax (421.26) (1195.21)

(-) Provision for tax 66.62 75.20

Net Profit / Loss after tax (354.63) (1270.41)

Review of Operation

The year under review saw a continued slowdown in the Indian economy with a consequent adverse impact on the commercial vehicle industry. The overall commercial vehicle volumes declined by almost 20.2% over previous year, the Medium & Heavy Commercial Vehicle segment had a steeper decline of 25.3%. During the year under review, the Company earned Revenue from Operation is Rs.15827.12 lakhs as compared to Rs. 14266.47 lakhs in last year. This year your company has suffered net loss of Rs. 354.63 as against Rs.1270.41 during the previous financial year.

Share Capital

During the year under review, pursuant to Section 81 (1A) of the Companies Act, 1956 the Company allotted 2,75,000 Equity Shares on Preferential basis to Mr.Premjit Singh on April 19, 2013. The Share capital of the Company stands at Rs. 15,59,00,000 compare to Rs.15,31,00,000 in last year.

Shareholders in their Extra Ordinary General Meeting held on 26th June, 2014 approved issue of 5,00,000 Equity Shares on Preferential basis to ANG Logistics Pvt. Ltd.

Abridged Financial Statement

In accordance with the SEBI circular no. CIR/CFD/DIL/7/2011 dated 5th October, 2011, the abridged Annual Report containing salient features of the Balance Sheet and Profit & Loss Account for the financial year 2013-14, as prescribed in section 219(1)(b)(iv) of the Companies Act, 1956 along with statement containing salient features of the Directors'' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents / communication from the Company in electronic mode.

Full version of the Annual Report 2013-14 containing Balance Sheet, Statement of Profit & Loss Account, other statements and notes thereto prepared as per the requirements of Schedule VI to the Companies Act, 1956, Directors Report (including Management Discussion and Analysis, Corporate Governance Report, Business Responsibility Report) are being sent via email to all shareholders who have provided their email address(es). Full version of Annual Report 2013-14 is also available at the Company''s website at www.angindustries.com

Dividend

Your Directors have not recommended any dividend for the Financial Year 2013-14.

Directors

During the year Mr. G.S. Jolly resigned from the Board. The Board wishes to place on record its appreciation for the valuable contribution made by him to the Board and the Company, during his tenure.

Mr. Azad Kumar Gupta, who was appointed as an additional director w.e.f 14thOctober, 2013, under Section 260 of the Companies Act, 1956 and to holds the office upto the date of forthcoming Annual General Meeting and being eligible offer himself for appointment.

Mr. Sanjay Garg and Mr. O.P. Sharma, Directors of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for re-appointment in accordance with the provisions of Companies Act, 1956

Terms of Appointment and Remuneration of Managing Director

:Mr.Premjit Singh, Managing Director and key Managerial personnel of the Company is appointed for a period of five years with effect from 1st September, 2014 on such terms and conditions as set out in the draft Letter of appointment enumerating its amended terms of appointment as Managing Director of the Companyand explained in the Explanatory Statement under Section 102 of the Companies Act, 2013.

Terms of Appointment of Whole Time Director / Executive Director :Mr. Om Prakash Sharma, Executive Director of the Company and key Managerial personnel of the Company is appointed for a period of five years with effect from 1st September, 2014 on such terms and conditions as set out in the draft Letter of appointment enumerating its amended terms of appointment as Whole time Director and explained in the Explanatory Statement under Section 102 of the Companies Act, 2013.

Corporate Governance

Your Company has complied with the requirements and disclosures that have to be made under code of Corporate Governance as required under clause 49 of the Listing agreement entered into with the Stock Exchanges.

Being a listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along with a Certificate of Compliance from the Statutory Auditors, forms part of this report.

Consolidated Financial Statements

In compliance with the applicable clauses of Listing Agreement with the Stock Exchanges, the Company has prepared consolidated financial statements as per the Accounting Standard on Consolidated Financial Statements issued by the institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon have been annexed to this Report.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 (the Act) the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Companies Act, 1956, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main Financial summarise of the Subsidiary Companies are provided under the Section ''Subsidiary Companies Financial Highlights for financial year 2013-14.

Management Discussion and Analysis

The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. 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 and of the profit or loss of the company for that period.

3. 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.

4. The Directors had prepared the Annual Accounts on a going concern basis.

Transfer to Reserves in terms of Section 217 (1)(b) of the Companies Act, 1956

For the financial year ended 31st March, 2014, the Company had not transferred any sum to the Reserves.

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The Management''s relationship with employees was cordial during the year under review.

Auditors

As per the provisions of the Companies Act, 1956, M/s Sandesh Jain & Co. Chartered Accountants (Membership No. 087316), hold office as Statutory Auditors of your Company till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your Company received a certificate from M/s Sandesh Jain & Co., Chartered Accountants, as required under Section 224(1B) of the Companies Act, 1956, to effect that their reappointment, if made, will be within the limits as prescribed under the provisions thereof.

Internal Auditors

Suneel Siwal having Membership Number 527218 has been appointed as the Internal Auditor of the Company for the Financial Year 2014-15 by the Board of Directors of the Company in their meeting held on 30th May, 2014.

Cost Auditor

The Government has stipulated Cost Audit of the Company''s record in respect of motor vehicle as well as engineering industries. The Board has appointed Mr. Lokesh Kumar, FCMA (Regn. No. 24632) as Cost Accountants of the Company for the financial year 2014-15.

Auditors'' Report

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

Transfer to Investor Education and Protection Fund :

As at March 31, 2014, Dividend amounting to Rs. 11,44,262 has not been claimed by shareholders. the Company has been intimating the shareholders to lodge their claim for dividend from time to time. As per the Provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which are remained unpaid or unclaimed for a period of 7 years from the date of transfer to the unpaid dividend account are required to be credited to IEPF.

Accordingly, unclaimed dividend amounting to Rs. 11,44,262 in respect of the financial year 2006-07 is due for transfer to IEPF on 27th September, 2014.

in terms of Section 205C of the Companies Act, 1956, no claim would lie against the company or the said fund after the said transfer.

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

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, Foreign Exchange are furnished with this report.

Public Deposits

During 2013-14, your Company did not invite or accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Acknowledgements

The Directors wish to express their appreciation of the continued co-operation of Shareholders, Bankers and Business associates, Suppliers at all levels. The Directors also wish to thank all the employees for their contribution, support and hard work through the year.

For and on behalf of the Board ANG INDUSTRIES LTD

(O. P. Sharma) (Premjit Singh)

Date: 14th August, 2014

RegdOffice : 1C/13, New Rohtak Road Karol Bagh,New Delhi-110005. CIN NO. L51909DL1991PLC045084

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Mar 31, 2013

The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited statement of accounts of the Company for the year ended 31st March, 2013.

Financial results

Particulars 2012-13 2011-12

Gross sales 14233.83 17210.55

Other income 32.64 32.12

Total income 14266.47 17242.67

Profit /Loss before tax and depreciation (545.95) 919.55

(-) Depreciation 649.26 624.10

Profit /Loss before tax (1191.63) 296.47

(-) Provisions of tax 75.20 20.26

Net Profit /Loss after tax (1270.41) 276.21

Overview

During the financial year 2012-13 the commercial vehicle segment registered a decline in sales of 2.02 per cent over the previous fiscal year. The Medium and Heavy Commercial Vehicle (M&HCV), on the other hand, registered a drop in sales of 23.18 per cent during April- March 2013 over the same period in the previous fiscal year.

The Company''s performance was affected by this decline in the industry. During the year under report, the Company has suffered a cash loss of Rs 357.47 lacs for the financial year 2012-13. This loss is mainly attributed due to various reasons like :- (I) Loss on Account of hedging of Foreign Exchange;

(ii) Due to recession in the power sector and Coalgate, many of the orders of BHEL had been put on hold by their end customers and BHEL, which led to loss to the Company;

(iii) Due to these problems, the turnover from the Boiler Support structure had dropped from Rs. 5071.83 lacs in 2011-12 to 2223.80 Lacs in 2012-13. In terms of weight, this reduction is from 7700.27 MT in 2011-12 to 3307 MT in 2012-13.

Consolidated Financial statements as per Section 212 of the Companies Act, 1956, the Company is required to attach the Director''s Report, Balance Sheet and Profit and Loss account of the subsidiary companies to its Annual Report. The Ministry of Corporate Affairs (MCA) Government of India vide its Circular No.2/2011 dated February 8, 2011 has provided an exemption to the companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly the Annual Report 2012-13 does not contain the reports and other statements of the subsidiary companies. The annual audited accounts and related detailed information of the subsidiary companies will be available to the investors of the Company upon request. These documents will be available for inspection during business hours at the registered office of the Company.

Consolidated Financial statements as per Section 212 of the Companies Act, 1956, the Company is required to attach the Director''s Report, Balance Sheet and Profit and Loss account of the subsidiary companies to its Annual Report. The Ministry of Corporate Affairs (MCA) Government of India vide its Circular No.2/2011 dated February 8, 2011 has provided an exemption to the companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly the Annual Report 2012-13 does not contain the reports and other statements of the subsidiary companies. The annual audited accounts and related detailed information of the subsidiary companies will be available to the investors of the Company upon request. These documents will be available for inspection during business hours at the registered office of the Company.

Preferential Shares

During the period under review, the Company issued 13,50,000 Equity Shares on Preferential basis to Strategic Investor / others, at Rs.10 each at a premium of Rs. 11 each. Also, Company issued 6,50,000 Warrants on Preferential basis to Promoters and Prompter group at Rs. 21 each. 375000 warrants issued to Promoters were converted into 375000 Equity shares on 21/03/2013 and 275000 Warrants were converted into 275000 Equity shares on 19/04/2013 respectively.

Statutory Auditors

As per the provisions of the Companies act, 1956, M/s Sandesh Jain & Co., chartered Accountants, hold office as Statutory Auditors of your Company till the conclusions of the ensuing Annual General Meeting and are eligible for reappointment. Your Company received a certificate from M/s Sandesh Jain & Co., Chartered Accountants, as required under Section 224(1B) of the Companies Act, 1956, to effect that their reappointment, if made, will be within the limits as prescribed under the provisions thereof.

Cost Auditor

The Government has stipulated Cost Audit of the Company''s record in respect of motor vehicle as well as engineering industries. The Board has appointed Mr.Lokesh Kumar, FCMA (Regn. No. 24632) as Cost Accountants for the financial year 2012-13.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operation of the Company, as required under the Listing agreement with the Stock Exchanges is provided in a separate section and forms a part of this report.

Dividend

Your Directors did not recommend any dividend for 2012-13.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Directorate

Mr. O.P Sharma, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Corporate Governance

It was our endeavor to ensure good Corporate Governance practices in all facets of your Company''s activities. Pursuant to the SEBI recommendations, the Management discussions and analysis report, report on Corporate Governance with Auditor''s Certificate in compliance of conditions of Corporate Governance is provided in this Annual Report.

Director''s Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to the Director''s responsibility statement, it is hereby confirmed that:

(I) In the preparation of annual accounts for the Financial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

(ii) 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 Company''s profit and loss for the year ending 31st March, 2013.

(iii) The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the act for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities.

(iv) The Directors prepare the annual accounts on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo.

The particulars as prescribed under 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 are set out in the Annexure to the Directors'' Report.

Public Deposits

During 2012-13, your Company did not invite or accept any deposits within the meaning of Section 58A of the Companies act, 1956 and the rules made there under.

Personnel

None of the employees of the Company were in receipt of the prescribed remuneration and as such, the list of employees as required under Section 217(2A) of the Companies Act, 1956, is not enclosed.

The Management''s relationship with employees was cordial during the year under review.

Transfer of unclaimed Dividend to Investor Education and Protection Fund (IEPF)

Pursuant to the Provision of Section 205A(5) and 205C of the Companies Act, 1956, dividend which remained unpaid or unclaimed for a period of 7 years will be transfer by Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (IEPF) (uploading of information regarding unpaid and unclaimed amount lying with Companies) Rules, 2012 the Company will upload the details of unpaid and unclaimed amount lying with the Company.

Acknowledgement

The Board places on record its sincere appreciation towards the Company''s valued customers in India and abroad for the support and trust reposed by them in the organization and looks forward to the continuance of this mutually supportive relationship in future. Your Directors placed on record their appreciation of the contributions made by the employees of ANG at all levels /banks, among others, enabling the Company to maintain high service levels.

The Board also acknowledges the Company''s suppliers, vendors, distributors, investors, clients and bankers for their continued support and services in times to come. For and on behalf of the Board

ANG INDUSTRIES LTD

(Manoj Gupta) (Premjit Singh)

Director Managing Director

Place : New Delhi

Date : 2nd September 2013

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Mar 31, 2010

The Directors have pleasure in presenting the 19th annual report of your Company together with the audited statement of accounts of the Company for the year ended on 31st March 2010 together with Auditors report thereon

Financial results (Rs. lacs)

Particulars 2009-10 2008-09

Gross sales 12,445.35 11,923.30

Other income 1,615.76 (203.61)

Total income 14,061.11 11,719.69

Profit before tax and depreciation 1,270.72 639.88

(-) Depreciation 515.93 427.58

Profit before tax 754.78 212.30

(-) Provision for tax 249.57 130.40

Net profit after tax 505.21 81.90

Overview

The financial year 2009-10 was a blockbuster year for auto companies, with the entire sector posting a 26% growth in sales, over the previous year. The auto industry has ended the financial year on a positive note with a double digit growth in almost all segments; the commercial vehicle segment grew by 38.31% on the domestic front. It couldnt step up in terms of exports, registering a growth of only 5.59%.

"The numbers are good but this growth is because of the low base which was left by Financial Year 2008-09.”

But the growth story may not be as spectacular this fiscal, as increasing inflation, rising commodity and fuel prices and high interest rates are expected to have a dampening effect on demand

"The industry is expected to grow around 10-15% in Financial Year 2011."

The performance of your Company in 2009-10 was in line with the global market trend. During 2008-09, the heavy commercial sector received a severe global hit, by an economic slowdown resulting in falling demand for products manufactured by the Company in India and abroad. Accordingly, the Companys exports suffered tremendously due to the slowdown of American and European economies. But, in the year 2009-10 the demand for the Companys products increased. The revenue for the year increased by 104% as compared with the previous year. The Company reported a profit of Rs. 505.20 lacs in 2009-10 as compared with Rs. 81.90 lacs in the previous year 2008-09

Dividend

Keeping in view the expansion plan and requirement of funds for continuing plans to impinge on future diverse challenges successfully, your Directors did not recommend any dividend for 2009-10

Corporate Governance

It was our endeavour to ensure good Corporate Governance practices in all facets of your Companys activities. Pursuant to the SEBI recommendations, the Management Discussion and analysis report, report on Corporate Governance with Auditors Certificate in compliance with conditions of Corporate Governance is provided in this annual report.

Subsidiary/ Joint venture

During the year 2009-10, the Company incorporated a new subsidiary in India

Incorporation of a wholly-owned subsidiary in the United States of America

A company, ANG Auto USA Inc. was incorporated by ANG Industries Limited as a promoter in the US as per the laws of that country vide certificate of incorporation issued by the State of Delaware dated 29th May, 2009

Towerworx India Private Limited: The Company has entered a joint venture with Towerworx, USA with equity participation at 50:50

Repayment of Foreign Currency Convertible Bonds (FCCBs)

During the year under report, the Company re-purchased and cancelled Foreign Currency Convertible Bonds with US$ 7 million The remaining 5 million has also been paid by the Company in two instalments and the last instalment of FCCB was paid by the Company on June 28, 2010. Now, there is no outstanding liability of FCCB after 28th June 2010.

Directors responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors responsibility statement, it is hereby confirmed that

(i) In the preparation of annual accounts for the financial year ended 31st March 2010, applicable accounting standards were followed

(ii) 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 Companys profit and loss for 2009-10

(iii) The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the act for safeguarding the Companys assets and for preventing and detecting fraud and other rregularities.

(iv) The Directors prepare the annual accounts on a going concern basis.

Public deposits

During 2009-10, your Company did not invite or accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information in accordance with the provisions 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, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the annexure forming a part of this report.

Personnel

None of the employees of the Company were in receipt of the prescribed remuneration and as such, the list of employees as required under Section 217 (2A) of the Companies Act, 1956, is not enclosed

The managements relationship with employees was cordia during the year under review.

Industrial relations

Industrial relations remained cordial throughout the year. Your Directors wish to place on record their deep sense of appreciation for the services rendered by the executives, officers, staff and workers of the Company across all hierarchies.

The Company is committed towards providing industrial safety and environmental protection and these processes are followed in right earnest at the Companys plant and facilities.

Statutory auditor

As per the provisions of the Companies Act, 1956, M/s. Sandesh Jain & Co., Chartered Accountants, hold office as statutory auditors of your Company till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your Company received a certificate from M/s. Sandesh Jain & Co Chartered Accountants, as required under Section 224 (1B) of the Companies Act, 1956, to the effect that their reappointment, if made, will be within the limits as prescribed under the provisions thereof.

Directorate

Mr. Manoj Gupta, Director of the Company, shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

Change of name

The name of the Company has been changed from ANG Auto Limited to ANG Industries Limited vide fresh certificate of incorporation issued by the Registrar of Companies, NCT of Delhi dated 22nd April 2010

Acknowledgement

Your Directors wish to express their gratitude to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by the employees of ANG at all levels / banks, etc enabling the Company to maintain service levels of a high order.

For and on behalf of the Board ANG INDUSTRIES LTD

(Premjit Singh) (Manoj Gupta) Managing Director Director