Directors Report of Tentiwala Metal Products Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2015.

Financial summary or highlights/Performance of the Company (Standalone)

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Particulars 2014-15 2013-14

Total Income 37,43,26,983.38 44,69,58,583.68

Less: Expenditure & Depreciation (36,92,20,888.28) (43,54,71,632.23)

Prior period items - -

Profit before Tax (PBT) 51,06,095.10 1,14,86,951.45

Less: Tax (25,68,280.21) (29,90,653.00)

Deferred Tax Asset 2,42,256.81 (5,72,435.17)

Profit After Tax (PAT) 27,80,071.70 79,23,863.28

Dividend

Company has not declared any dividend during the Financial Year.

Reserves

No such amount has been proposed by the board to carry to any reserves.

Details of Subsidiary/Joint Ventures/Associate Companies

Company has not any of its Subsidiary/Joint Ventures/Associate Companies during the Financial Year.

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.42 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under report.

Risk management policy

The Company is looking forward to commence the Risk management policy in near future and the commencement of policy is under process. Further Risk management policy will be devised according to the business activities and operations.

Statement on Declaration given by Independent Directors:

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6)

Particulars of Loans, guarantees or Investments u/s 186

Company has not transacted any business u/s 186 during the financial year.

Material Changes and Commitments, if any:

There were no material changes and commitments have been occurred between the end of the financial year of the company to which the financial statements relate and date of signing of board report affecting the financial position of the company.

Brief description of the Company's working during the year/State of Company's affair

During F/Y 2014-15, your company has generated total revenue of Rs. 37,43,26,983.38/-

Change in the nature of husiness. if any

No Change in the nature of the business of the Company done during the year.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Management Discussion and Analysis Report:-

As per Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report. Corporate Governance

A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with Clause 52 of the BSE (SME) Equity Listing Agreement, is attached as part of this report vide Annexure-I.

Board and Audit Committee

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report appended hereto.

Annual Listing Fee

The Company has paid the annual listing fees for the financial year 2015-2016 to Bombay Stock Exchange Limited on or before the due date. Details of establishment of vigil mechanism for directors and employees

The details of establishment of vigil mechanism for directors and employees to report genuine concerns is disclosed on the company's website i.e. www.tentiwal.co.in and also made part of Corporate Governance report.

Director's Remuneration Policy and criteria for matters under section 178

The policy formulated by nomination and remuneration committee is disclosed on the company's website i.e. www.tentiwal.co.in and also made part of Corporate Governance report.

Particulars of Contracts or arrangements with related parties u/s 188

During the year, the Company did not enter into any material transaction with related parties, under Section 188 of the Companies Act, 2013. All transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm's length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide Annexure-II.

Further, the Company's policy on Related Party Transactions is attached as part of this report vide Annexure-II (A).

The details of conservation of energy. technology absorption. foreign exchange earnings and outgo are as follows

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- III and is attached to this report

Disclosure under the Sexual Harassment of Women at workplace (prevention. prohibition and redressal) act. 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2014-15.

Directors and KMP:

A) Formal Annual Evaluation

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

B) Directors Liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Neelesh Tentiwala, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

C) Changes in Directors and Key Managerial Personnel during the F/Y

Name of the Director DIN/PAN Designation

Mrs. Deepti Tentiwala ADMPP00859K CFO

Mrs. Vandana Kaushik 06619629 Non Executive- Independent Director

Mr. Gaurav Rajoriya AXXPR6465Q Company Secretary

Mr. Rohit Verma AKXPV0130F Company Secretary

Mr. Subhash Chand 06996971 Non Executive-Independent Director

Smt. Vimla Sharma 07072994 Additional Director

Mr. Govind Sharma 06525313 Non Executive-Independent Director

Name of the Director Date of Date of Appointment Cessation

Mrs. Deepti Tentiwala 01/06/2014 -

Mrs. Vandana Kaushik 05/06/2013 01/09/2014

Mr. Gaurav Rajoriya 02/05/2013 08/08/2014

Mr. Rohit Verma 14/08/2014 -

Mr. Subhash Chand 20/10/2014 -

Smt. Vimla Sharma 02/03/2015 17/03/2015

Mr. Govind Sharma 31/03/2015 -

Remuneration to Directors and KMP

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be providing upon request.

Particulars of Employees:

We are having no employees in respect of whom we are required to give Information in accordance with the Rule (5) (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Extract of the annual return

The details forming part of the extract of the Annual Return in form MGT9 is annexed herewith as ANNEXURE-IV Statutory Auditors

The existing auditor M/s B.B. Agrawal & Co., Chartered Accountants (Firm Registration Number: 000597C), has been appointed as statutory auditors of the company at the Extra Ordinary General Meeting held on 31.03.2015 for a period of 5(five) years subject to ratification by members at every consequent Annual General Meeting to fill the casual vacancy caused by resignation of M/s Prakash Shri Krishan & Co (Firm Registration Number: 006182C) on 02nd Day of March, 2015. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Pramod Kumar Sharma, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2014-2015. The Secretarial Audit Report is appended to this report vide ANNEXURE-V.

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(A) in the preparation of the annual accounts, the applicable accounting standards had 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 and of 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 operating 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.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Place : Mathura For TENTIWAL WIRE PRODUCTS LIMITED Date : 30th May, 2015

Sd/- Sd/-

Radha Pad Tentiwala Kumkum Tentiwala (Managing Director) (Whole Time Director) DIN: 00132785 DIN: 00132858

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Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in presenting the Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

Your Company''s financial performance for the year under review has been encouraging and is summarized below:

(Rs.)

Particulars 2013-14 2012-13

Total Income 44,69,58,583.68 41,07,03,681.73

Less: Expenditure & Depreciation (43,54,71,632.23) (40,26,89,474.38)

Prior period items - (18,960.00)

Profit before Tax (PBT) 1,14,86,951.45 79,95,247.35

Less: Tax (29,90,653.00) (25,98,718.00)

Deferred Tax Asset (5,72,435.17) 61,649.00

Profit After Tax (PAT) 79,23,863.28 54,58,178.35

REVIEW OF OPERATIONS:

The Company''s gross income for the financial year ended March 31, 2014 increased to Rs. 44,69,58,583.68 from Rs. 41,07,03,681.73 in the last year registering a handsome growth.

The operating profit (PBT) of the Company increased to Rs. 1,14,86,951.45.

TURNOVER:

Your Company registered a whopping 13.8 % increase in the turnover as compared to previous financial year 2012-13, we hope the trend will continue in future.

DIVIDEND:

To strengthen internal resources of the company and to fund the expansion plans of the Company, the Directors do not recommend any dividend.

BUSINESS:

Efforts are being made to provide better result than earlier years. In view of the increased activities and expansions and programs to grab the emerging opportunities.

DIRECTORS:

At the ensuing Annual General Meeting, Shri. Radha Pad Tentiwala, director of the Company retires by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment. A brief profile of the director is given in the notice of the 20th Annual General Meeting.

A brief resume of director(s) retiring by rotation seeking appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold directorship and/or membership/Chairmanship of Committees of Board, as stipulated under clause 52 of the Listing Agreement with the Stock Exchanges, are given in the section of Annual Report.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

INSURANCE:

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

APPOINTMENT OF CHIEF FINANCIAL OFFICER:

Moving a step ahead in implementing best financial management in your Company Mrs. Deepti Tentiwala has been appointed as Chief Financial Officer of the Company w.e.f. 01.06.2014.

TIMELY REPAYMENT OF LOAN LIABILITIES:

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

SUCCESSFUL INITIAL PUBLIC OFFERING OF THE COMPANY:

During the year your Company successfully completed its Initial public offering of 16,30,000 Equity Shares of face value of Rs. 10 (Rupees Ten only) having premium of Rs. 3 (Rupees Three only) per share.

LISTING OF THE COMPANY:

Your Company successfully listed its securities on the SME Platform of BSE Limited w.e.f. 31.12.2013.

CAPACITY EXPANSION:

During the year your Company successfully increased capacity of its Aluminium extrusions plant to 5400 MT per annum and commenced the commercial production of PVC/XLPE Cables.

UTILISATION OF IPO PROCEEDS:

The IPO Proceeds of the Company were utilized in the following manner:-

(Rs. in Lakhs)

Sr. Particulars Amount No. deployed

1. Repayment of Loan taken from Aditya Birla Finance Limited 125.55

2. Issue Expenses 55.00

3. General Corporate Purpose 31.35

Total 211.90

FUTURE PROSPECTS:

The year 2013-14 has been a milestone year for the Company. While on one hand, Company successfully scaled its operations through improved reach and streamlined business to an ever growing consumer base, on the other hand, it undertake funding initiatives, mitigating interest risk to a large extent.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best practice of governance. It is always ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

Your Company proactively follows Government principles and practices as to meet the business and regulatory needs, which has enabled it to emerge as one of the best corporate governed companies of India.

AUDITORS & AUDITORS'' REPORT:

M/s Prakash Shri Krishan & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 139 & 142 of the Companies Act, 2013.

The observations of Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further explanation.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION:

Your company strives to provide the best work environment with ample opportunities to grow and explore. The human resources development function of the Company is guided by a strong set of values and policies. Many initiatives are taken by the Company for development of human resources and their continued growth.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

PARTICULARS OF EMPLOYEES:

We are having no employees in respect of whom we are required to give Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Pursuant to the provisions of Section 217 (2AA) of the Act, your Directors hereby confirm the following:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 ended 31.03.2014 and of the Profit & Loss of the Company for that period;

3) That they had 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.

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

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

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

1. Our Manufacturing units are in full compliance with the applicable environmental laws and are very active and progressive in applying measures for conservation of energy and technology absorption.

ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Place : Mathura By Order of the Board of Directors Date : 29th May, 2014 For TENTIWAL WIRE PRODUCTS LIMITED CIN: U31101UP1994PLC016107

Sd/- Radha Pad Tentiwala (Chairman) DIN: 00132785 Address: 45-A, Jagannath Puri, Mathura-281001