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Directors Report of Metalyst Forgings Ltd.

Sep 30, 2015

Dear Members

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 38th Annual Report on the business and operations of Metalyst Forgings Limited and its Audited Statements of Accounts for the year ended 30th September, 2015, together with the Auditors' Report.

FINANCIAL RESULTS

The Company's financial performance, for the year ended on September 30, 2015 is summarized below:

(Rupees in Lacs)

PARTICULARS Year ended on Year ended on 30th September 2015 30th September 2014

Revenue 2,35,077.67 2,41,690.35

Expenditures (Excluding Depreciation) 2,21,662.88 1,99,793.32

Gross Profit Before Depreciation 13,414.79 41,897.03

Depreciation 18,969.71 13,658.34

Profit Before Tax & Exceptional Items (5,554.92) 28,238.69

Exceptional Item 2,512.53 -

Profit Before tax (8,067.45) 28,238.69

Tax Expenses(Deferred Tax) (2,679.23) 8,930.18

Profit /(Loss) for the year (5,388.22) 19,308.51

Earning Per Equity Shares

(1) Basic before extraordinary item & exceptional item (14.66) 52.54

(2) Diluted before extraordinary item & exceptional item (14.66) 52.54

(3) Basic after extraordinary item & exceptional item (14.66) 52.54

(4) Diluted after extraordinary item & exceptional item (14.66) 52.54

FINANCIAL PERFORMANCE

During the year under review, the revenue of the Company is Rs. 2,35,077.67 lacs compared to Rs. 2,41,690.35 lacs during the previous year. The loss after tax stood at Rs. 5,388.22 lacs as compared to the profit in previous year of Rs. 19,308.51 lacs. The Reserve & Surplus position at Rs. 1,04,374.27 lacs.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors do not recommend any dividend on the equity shares for the financial year ended September 30, 2015.

SHARE CAPITAL

Further, the Authorised Share Capital of the Company has increased from Rs. 40 Crores to Rs. 42 Crores by creation of 20 Lacs Preferences Shares @ Rs. 10/- each.

NAME CHANGE OF THE COMPANY

During the period under review the name of the Company changed from Ahmednagar Forgings Ltd.' to 'Metalyst Forgings Ltd.'

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. D. S. Malik and Mr. Gautam Malhotra retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Further the approval of Shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V thereof, is sought for the appointment of Mr. John Ernest Flintham as Managing Director of the Company on revised remuneration for a period of five years w.e.f. from 3rd November 2015.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 27th March, 2015, Ms. Bhama Krishnamurthy was appointed as Non-Executive Independent Additional Director whose term of office expires at the ensuing Annual General Meeting of the Company.

As per the provisions of Section 149 of the Act, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Ms. Bhama Krishnamurthy has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which recommends her appointment as an Independent Director for a period of five years is being placed before the Members in general meeting for their approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report.

SUBSIDIARY COMPANIES

The Company has no subsidiary as on 30th September, 2015.

NUMBER OF BOARD MEETING

Six (6) meetings of the Board were held during the financial year 2014-15. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2003 the Directors hereby confirm that:

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure from the same.

2. The Directors have 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 as at 30th September, 2015 and of the profits for the year ended on that date.

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

4. The Directors have prepared annual accounts on a going concern basis and

5. The Director has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

6. The Directors have been devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards' Report.

AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of next Annual General Meeting (AGM) of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Report does not call for any qualification, reservation or adverse remarks.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended September 30, 2015 is annexed herewith marked as Annexure -I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the directive of the Securities & Exchange Board of India, M/s S. Khurana & Associates Company Secretaries, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company for the financial year ended on March 31, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans given, guarantees given, securities provided and investments made covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans /guarantees are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company, during the financial year with Related Parties were in the ordinary course of business and on arm's length basis. Therefore, Form AOC-2 does not form part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-II in the prescribed Form MGT-9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.amtek.com.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – IV to this Report.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are Nil.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance which forms part of this Annual Report.

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

FIXED DEPOSITS

As in the previous year your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2003 from the Shareholders/Public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The relevant data regarding the above is given in the Annexure-V hereto and forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately, under the head "Management Discussion and Analysis Report" and forms a part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the website of the Company (www.amtek.com)

Policy on dealing related party transaction is available on the website of the Company (www.amtek.com)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.amtek.com/investors).

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also recommends the continuing commitment and dedication of the employees at all levels, which has been critical for the Company's success. The Directors look forward to their continued support in future.

By Order of the Board For Metalyst Forgings Limited

Sd/-

Place : New Delhi Sanjiv Bhasin

Date : 28-11-2015 DIN No. 01119788

(Chairman)


Sep 30, 2014

Dear Members,

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 37th Annual Report on the business and operations of Ahmednagar Forgings Limited and its Audited Statements of Accounts for the year ended 30th September, 2014, together with the Auditors'' Report. Your Company has witnessed yet another year of sustained performance, success and growth in the automotive component sector where we have engaged ourselves significantly.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended September 30, 2014 is summarized below:

PARTICULARS Year ended on Fifteen Months ended 30th September 2014 on 30th June 2013

Revenue 2,41,690.35 1,76,149.81

Expenditures (Excluding Depreciation) 1,99,793.32 1,40,658.95

Gross Profit Before Depreciation 41897.03 35,490.86

Depreciation 13,658.34 9,794.87

Profit Before Tax 28,238.69 25,695.99

Exceptional Item - -

Tax Expenses 8,930.18 8,367.34

Profit after Tax 19,308.51 17,328.65

Add. Accumulated Profit 8,357.28 3,955.75

Balance available for appropriation 27,665.79 21,284.40

APPROPRIATIONS:

Transfer to General Reserve (10,802.86) (12,500.00)

Transfer to Debenture Redemption Reserve - -

Proposed Dividend on Equity Shares (367.50) (367.50)

Equity Dividend & Tax for previous year (not appropriated in previous year) (2.84) -

Corporate Dividend Tax (73.48) (59.62)

Surplus carried to Balance Sheet 16,419.11 8,357.28

FINANCIAL PERFORMANCE

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of it business model, The Company''s best in class automotive component business enabled it to deliver robust profits during the financial year under review. The revenue of the Company is Rs. 2,41,690.35 Lacs compared to Rs. 1,76,149.81 Lacs during the previous year. The Profit after tax Rs. 19,308.51 Lacs as compared to the previous year of Rs. 17,328.65 Lacs. The Company has a strong Reserve & Surplus position of Rs. 1,05,922.08 Lacs.

DIVIDEND

Your Directors have recommended a dividend of Re. 1 per equity share (last year Re. 1 per equity share) for the financial year ended September 30, 2014 amounting to Rs. 440.98 Lacs (inclusive of tax of Rs. 73.48 Lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 26th December, 2014 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Company''s vision and categories focus on having right balance between Value Creation and Corporate Citizenship. The Companies Act, 2013 mandates that every Company, who meets certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. However, Corporate Social Responsibility is an integral part of Company''s management process since inception.

Therefore, during the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. B. Lugani as the Chairman, Mr. S.E. Krishnan and Mr. Vivek Kumar Agarwal as members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

SUBSIDIARIES

The Company has no Subsidiary Company.

DIRECTORS

In accordance with Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Dham and Mr. Vivek Kumar Agarwal retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Company has received requisite notice in writing from member proposing his re-appointment.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 24th November, 2014 appointed the existing independent directors Mr. Bahushrut Lugani, Mr. S.E. Krishnan and Mr. Sanjiv Bhasin as an Independent Directors for the term of five consecutive years ending in 2019 w.e.f. the date of ensuing Annual General Meeting subject to the approval of shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors proposed to be appointed or re-appointed, highlighting their industry expertise in specific functional areas, names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of the annual accounts for the year ended September 30, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

- the Directors have 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 as at September 30, 2014. and of the Profit of the Company on that date.

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

- the Annual Accounts have been Prepared on going concern basis.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisons of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi is appointed to undertake the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2013-14.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested In obtaining such particulars may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed 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 provided in Annexure to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of last Annual General Meeting on the Company''s website (www.amtek.com), as also on the Ministry of Corporate Affairs website.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the Workmen were highly cordial. Industrial relations generally remained cordial and satisfactory.

Human resources initiatives such as skill level up gradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum.

Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz, National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programme and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the help, guidance and support received from state government authorities, business associates, banks and financial institutions. Your Directors acknowledge the constructive suggestions received from Statutory Auditors are grateful for their continued support and cooperation. Your Directors thank all share-owners, business partners and members of the Company''s Family for their faith, trust and confidence reposed in Ahmednagar Forgings Limited. Your Directors wish to place on record their sincere appreciation for the unstinting efforts and dedicated contributions put in by the employees at all levels, to ensure that the Company continues to grow and excel.

By Order of the Board

For AHMEDNAGAR FORGINGS LIMITED

Sd/-

Place : New Delhi SANJIV BHASIN

Date : 24-11-2014 DIN No. 01119788

CHAIRMAN


Sep 30, 2013

TO THE MEMBERS,OF AHMEDNAGAR FORGINGS LIMITED

The Directors have pleasure in presenting the Thirty Sixth Annual Report on the performance of your Company and the Audited Accounts of the Company for the period ended 30th September, 2013.

FINANCIAL INFORMATION (Rs. in Lacs)

PARTICULARS Period Ended Year Ended 30th September 2013 30th June 2012

Sales/Income from Operations 176149.81 121843.14

Expenditures 140658.95 98577.48

Gross Profit Before Depreciation 35490.86 23265.66

Depreciation 9794.87 6129.51

Profit Before Tax 25695.99 17136.15

Provisions for Taxation 8367.34 5048.86

Profit After Tax 17328.65 12087.29

Add: Accumulated Profit 3955.75 9795.58

Balance available for appropriation 21284.40 21882.87

APPROPRIATIONS:

Transfer to General Reserve 12500.00 17500.00

Transfer to Debenture Redemption Reserve Nil Nil

Foreign Currency Convertible Bond Redemption Reserve Nil Nil

Proposed Dividend on Equity Shares 367.50 367.50

Provision for Tax & CESS on dividend 59.62 59.62

Dividend and Tax for previous year (Not appropriated in previous year) - -

Surplus carried to Balance Sheet 8357.28 3955.75

FINANCIAL PERFORMANCE

DIVIDEND

The Board of Directors has proposed/ recommended a dividend of Rs.1.00 per equity share (10 per cent) for the period ended on 30th September 2013, subject to approval by the shareholders at this Annual General Meeting. Dividend paid in the previous year was also Rs.1.00 per equity Share (10 per cent).

The final dividend is subject to the approval of shareholders at this Annual General Meeting of the Company.

DIRECTORS

During the period under review, Mr. D. S. Malik & Mr. S. E. Krishnan, Directors of the Company, retire by rotation and being eligible offer themselves for re-appointment.

During the period under review, Mr. Sanjiv Bhasin was appointed as an additional Director and his tenure expires on the date of ensuing Annual General Meeting. So it is proposed to appoint him as a Director of the Company.

Tenure of Mr. S. Rajagopalan expires on 25th October, 2013. He being eligible offers himself for re-appointment as Wholetime Director of the Company w.e.f. from 26th October, 2013 to 25th October, 2018 for period of Five Years.

The brief resume and other details of the above directors, as stipulated under Clause 49(IV) (G) of the Listing Agreement, are furnished in the Notice forming part of this Annual Report.

Appropriate resolutions seeking your approval to the aforesaid re-appointments are appearing in the Notice convening the 36th Annual General Meeting of the Company.

EXTENSION OF CURRENT FINANCIAL YEAR

The Company at its meeting held on 02 August, 2013 have decided to extend the Current Financial Year ending 30th June, 2013 by 3 (Three) months, so as to end on 30th September, 2013, this extended Financial Year 2012- 13 shall comprise of 15 (Fifteen) months i.e. from 01st July, 2012 to 30th September, 2013.

AUDITORS

M/s Manoj Mohan & Associates, Chartered Accountants, Firm Registration Number: 009195C , Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received certificate from the Statutory Auditors that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The report by the Auditors is self explanatory. Your Directors request you to re-appoint the Statutory Auditors for another term beginning from the conclusion of the ensuing Annual General Meeting till the conclusion of the subsequent Annual General Meeting.

COST AUDITORS

Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant was appointed as Cost Auditors of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities Exchange Board of India (SEBI), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes a Share Capital Audit on quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the Admitted, Issued and Listed Capital of the Company.

The Share Capital Audit Reports as submitted by the Auditor, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

FIXED DEPOSITS

During the period under review, the Company did not accept any fixed deposits under Section 58A and 58AA of the Companies Act, 1956.

STATUTORY INFORMATION

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are given in the Annexure and forms part of this Report.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is annexed and forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to adhere to Corporate Governance guidelines set out by SEBI and has complied with all the mandatory provisions of Clause 49 of the Listing Agreement. A separate section on Corporate Governance together with Certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of Listing Agreement detailed review of the industrial growth vis-a-vis the growth of the Company and the future outlook is given under the head Management Discussion and Analysis Report, which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to information and explanations provided to them, your Directors make the following statement, pursuant to Section 217(2AA) of the Companies Act, 1956, that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed and that no material departure have been made from the same;

2. Appropriate Accounting Policies have been selected and applied them consistently and 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 for the period ended September 30, 2013, and of the profit of the Company for the period ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing, detecting fraud and other irregularities;

4. Annual Accounts have been prepared on a ''going concern basis''.

INDUSTRIAL RELATIONS

During the period under review, Industrial Relations between Management and Workmen were remained cordial and satisfactory.

Human resource initiatives such as skill level upgradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests/grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' and Investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of Investors'' Grievances. The Shares of the Company continue to be traded in electronic form and the de-materialization arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its Employees, Esteemed Customers, Business Associates, Bank, Financial Institutions, Various Statutory Authorities, Agencies of Central and State Government, Suppliers and Stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Company''s personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth during the period under review.

By order of the Board

For AHMEDNAGAR FORGINGS LIMITED

Sd/-

Place : New Delhi (SANJIV BHASIN)

Date : 13th February, 2014 CHAIRMAN


Jun 30, 2010

The Directors have pleasure in presenting the Thirty third Annual Report and the Audited Accounts of the Company for the year ended 30th June 2010.

FINANCIAL INFORMATION

(Rs. in Lacs)

PARTICULARS Year ended Year ended 30th June 2010 30th June 2009

Sales / Income from operations 66,532.91 51,755.67

Expenditures 52,788.00 43,507.53

Gross Profit 13,744.91 8,248.14

Depreciation 4,332.04 2,930.16

Profit Before Tax 9,412.87 5,317.98

Provisions for Taxation 3,004.25 1,726.24

Profit after Tax 6,408.62 3,591.74

Add. Accumulated Profit 3,304.15 4,120.96

Balance available for appropriation 9,712.77 7,712.70

APPROPRIATIONS:

Transfer to General Reserve 4,000.00 4,000.00

Proposed Dividend on Equity Shares 735.00 349.20

Provision for Tax and cess on Dividend 122.07 59.35

Dividend & tax for previous year

(Not appropriated in the previous year) 21.41 -

Surplus carried to Balance Sheet 4,834.29 3,304.15

DIVIDEND

The Directors of your Company are pleased to recommend a dividend of Rs. 21- per equity shares of Rs. 10/- each for the financial year 2009-10. The proposed dividend, if approved at the ensuing Annual General Meeting, would result in appropriation of RS. 857.07 Lacs (including Corporate Dividend Tax of Rs. 122.07 Lacs) out of the profits. The Company has made transfer of Rs. 4000 Lacs to the General Reserve.

The Register of members and share transfer books shall remain closed from 28th December 2010 to 31st December 2010 (both days inclusive), for the purpose of Annual General Meeting and payment of dividend.

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded an income of Rs. 66532.91 lacs as against a total income of Rs. 51755.67 lacs in the previous year thus recording an increase in income of 28.55% over the previous year. The profit after tax Company for the year stands at Rs. 6408.62 lacs as against the corresponding year figure of Rs. 3591.74 lacs thus registering increase of 78.43% on year to year basis. The Company has a strong reserve position of Rs. 48534.40 lacs.

EXPANSION OF CAPACITY

During the year under review, the Company has expanded its steel forging capacities from 165000 tpa to 225000 tpa by increasing the capacities at the existing plants.

SHARE CAPITAL

During the year under review the Company has converted 18,30,000 warrants into equivalent number of equity shares of Rs. 10/- per share at a premium of Rs. 37/- per share aggregating to Rs. 6.45 Crores and allotted the same to the promoters of the Company, in accordance with Chap. VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations 2009.

DIRECTORS

Mr. Deshpal Singh Malik & Mr. Sitaraman Easwara Krishnan retire at the ensuing Annual General meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the notice forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, Delhi hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. A Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi, undertakes a Share Capital Audit on quarterly basis. The purpose of the audit is to reconcile the total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company.

The Share Capital Audit Report as submitted by the Auditor on quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the shares of the Company are listed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any public deposits under Section 58 A & 58 AA of the Companies Act, 1956.

DEMATERIALISATION OF SHARES

The Companys equity shares are available for dematerialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Companys shares mandatory, in dematerialized form. As on 30lhJune 2010 3,58,64,362 equity shares representing 97.59 % of your Companys Equity share capital have been dematerialised.

LISTING AT STOCK EXCHANGES

The shares of Company are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

The Company has paid the annual listing fee to the Stock Exchanges for the year 2010 - 2011.

STATUTORY INFORMATION

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report (Please refer Annexure- I)

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 VII of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with Stock Exchanges is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby stated and confirmed :-

- That in the preparation of the annual accounts for the finanical year ended 30th June 2010 the applicable accounting standards have been followed;

- That 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 the year under review;

- That 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; and

- That the Directors had prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests/grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders and investors Grievances committee of the Board meets periodically and reviews the status of the redressal of investors grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialisation arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation for the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, co-operation, support and commitment have enabled the Company to achieve its strong growth.

Your Directors acknowledge with thanks the continued support and valuable co-operation extended by the business constituents, investors, vendors, bankers and shareholders of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies for their continued support and assistance.

By order of the Board For Ahmednagar Forgings Limited

Sd/- Place : New Delhi (Arvind Dham)

Date : 24th November, 2010 Chairman



 
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