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Directors Report of Kalyan Capitals Ltd.

Mar 31, 2018

The Directors have immense pleasure in presenting the 34th Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March 2018.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2018 is summarized below:-

Particulars

For the Year ended 31st March 2018

For the Year ended 31st March 2017

Revenue from Operations

423,090,850

409,624,809

Other Income

-

-

Total Revenue

423,090,850

409,624,809

Less: Purchases

418,805,310

405,628,864

Less: Employee Benefits Expenses

1,030,225

1,008,545

Less: Other Expenses

16,00,572

605,773

Profit Before Finance Cost, Depreciation & Taxes

16,54,743

23,81,627

Less: Finance Cost

119,420

302,000

Less: Depreciation and Amortization

21,386

45,608

Profit/ Loss Before Tax

1,513,937

2,034,019

Less: Current Tax

545,014

635,443

Less: Deferred Tax

(130,436)

1,365

Profit/ Loss After Tax

1,099,359

1,397,211

Earnings per Share (Basic) (Rs.)

0.31

0.45

Earnings per Share(Diluted) (Rs.)

0.31

0.45

2. State of Company’s Affairs

During the year under review, the total income of the Company was Rs. 4,230.91 Lakhs as against Rs. 4,096.25 Lakhs in the previous year. The Company earned Net profit of Rs. 10.99 Lakhs in the current financial year as against a profit of Rs. 13.97 Lakhs in the financial year 2016-17. Your Directors are putting in their best efforts to improve the performance of the Company.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs 4,594.51 Lakhs for the year ended 31st March, 2018 and Consolidated Net Profit of Rs 135.78 Lakhs.

4. Capital Structure

During the year under review, Authorised Share Capital of your Company was increased from Rs 3,25,00,000 (Rupees Three Crores Twenty Five Lakhs only) divided into 32,50,000 (Thirty Two Lakhs Fifty Thousands) Equity Shares of Rs 10 (Rupees Ten) each to Rs 8,51,00,000 (Rupees Eight Crores Fifty One Lakhs) divided into 85,10,000 (Eighty Five Lakhs Ten Thousands) Equity Shares of Rs 10 (Rupees Ten) each on 23rd September, 2017.

During the Year under review, your Company has make Preferential allotment of Rs 5,40,41,210 ( Rupees Five Crores Forty Lakhs Forty One Thousand Two Hundred and Ten only) divided into 54,04,121 ( Fifty Four Lakhs Four Thousands One Hundred and Twenty One) Equity Shares of Rs 10 (Rupees Ten) each on 27th February, 2018.

Upon Preferential Allotment, Paid up Share Capital of your Company was increased from Rs 3,09,85,000 (Rupees Three Crores Nine Lakhs Eighty Five Thousands only) divided into 30,98,500 (Thirty Lakhs Ninety Eight Thousands Five Hundred) Equity Shares of Rs 10 (Ten each) to Rs 8,50,26,210 ( Rupees Eight Crores Fifty Lakhs Twenty Six Thousand Two Hundred and Ten only) divided in to 85,02,621 (Rupees Eight Five Lakhs Two Thousands Six Hundred Twenty One) Equity Shares of Rs 10 (Rupees Ten) each.

5. Reserves & Surplus

Your Company has transferred the following sum to the Reserves for the financial Year ended March 31, 2018:

Statutory Reserve Fund (SRF) @ 20 % of Net profit under Section 45 -IC of the RBI Act, 1934:

Rs.2,19,872/- provided towards Statutory Reserve Fund

Transfer to Reserves

Rs. 8,79,487/-

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 during the financial year ended 31st March, 2018.

7. Material Changes and Commitments, if any, affecting the Financial Position of the Company

1) Mr. Rajesh Gupta and his PACs have proposed for Change in Control and to act as Promoter and Promoter Group of Akashdeep Metal Industries Limited by Letter of Offer dated February 22, 2018. However, the final report for Change in Control has been filled by Manager to Offer on 2nd April, 2018. Hence from F.Y 2018-19 on wards Mr. Rajesh Gupta and his PACs shall be categorized as Promoter and Promoter Group.

2) There has been significant change in control and management of the company. Mr. Rajesh Gupta (Managing Director), Mrs. Prachi Gupta and Mr. Yash Pal Gupta (Additional Non Executive Director), Mr. Rajiv Tandon (Chief Financial Officer) and Mr. Ankit (Company Secretary & Compliance Officer) has been appointed for their respective position in the Company. Further, Mr. Surendra Kumar Jain (Managing Director), Mr. Deepak Kumar Jain (Chairman & Director), Mrs. Kavita Jain (Director), Mr. Atul Aggarwal and Mr. Saurabh Madan (Independent Director), Mrs. Nidhi Jain (Chief Financial Officer) and Ms. Sarita Pandey (Company Secretary & Compliance Officer) tendered their resignation from their respective post in the Company w.e.f 2nd May,2018.

3) The Registered Office of the company has been shifted from 100, Vaishali Pitampura , Delhi - 110034 to 14, Dayanand Vihar, Backside Ground Floor , Vikas Marg Extn. , Delhi - 110092 w.e.f 2nd May, 2018.

8. Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

9. Subsidiaries/Joint Ventures/Associates

During the year under review, M/s Anmol Financial Services Limited became wholly owned subsidiary of the Company w.e.f 27th February, 2018. Company did not have any Joint Ventures and Associates .Further, a statement containing the salient features of the financial statement of Subsidiary company in the prescribed format AOC-1 is appended as “Annexure I” to the Boards report.

Financial Highlights of Performance of M/s Anmol Financial services Limited, a Wholly Owned Subsidiary of the Company

Particulars

For the Year ended 31st March 2018

For the Year ended 31st March 2017

Revenue from Operations

36,359,811.42

24,791,051.98

Other Income

10,655,094.51

16,180,021.83

Total Revenue

47,014,905.93

40,971,073.81

Less: Employee Benefits Expenses

2,195,505.00

3,633,845.00

Less: Other Expenses

11,703,303.15

11,507,858.69

Profit Before Finance Cost, Depreciation & Taxes

33,116,097.78

25,829,370.12

Less: Finance Cost

13,759,050.99

15,214,373.68

Less: Depreciation and Amortization

1,009,080.58

1,202,922.71

Profit/ Loss Before Tax

18,347,966.21

9,412,073.74

Less: Current Tax

4,92,4005.00

1,311,633.00

Less: Deferred Tax/ Liabilities

3,794.88

702,242.30

Profit/ Loss After Tax

13,427,756.09

7,398,198.44

Earnings per Share (Basic) (Rs.)

2.31

1.28

Earnings per Share(Diluted) (Rs.)

2.31

1.28

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during the financial year 2017-18.

11. Details of Directors and KMP appointed/ resigned during the Year

During the year under review, Mr. Ram Pal Kasana who was appointed as an additional Independent Director in the Board meeting dated 14th July, 2017 was regularized as Independent Director of the Company in the AGM held on 26th September, 2017.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct.

12. Declaration of Independence by the Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section149(6) of the Companies Act, 2013. The Independent Directors have also confirmed that they have complied with the code for Independent Directors.

13. Number of Meetings of the Board of Directors and Committee Meetings

I. Board Meetings

There were 9 (Nine) Meetings were held by Board of Directors during the Financial Year 2017-18. Date of the Board meeting is here as under:

Sl. No.

Date of the Board Meeting

Sl. No.

Date of the Board Meeting

1)

29/05/2017

2)

14/07/2017

3)

31/07/2017

4)

10/08/2017

5)

28/08/2017

6)

03/11/2017

7)

08/02/2018

8)

21/02/2018

9)

27/02/2018

Number of Meeting attended by the Board of Directors

Sl. No.

Name of Director

No. of Board Meetings Attended

1.

Mr. Surendra Kumar Jain

9

2.

Mr. Deepak Kumar Jain

9

3.

Mrs. Kavita Jain

9

4.

Mrs. Shallu Jain

9

5.

Mr. Atul Aggarwal

9

6.

Mr. Saurabh Madan

3

7.

Mr. Ram Pal Kasana

7

II. Audit Committee Meeting

There were 4 (Four) Meetings were held by the members of Audit Committee during the Financial Year 2017-18. Date of the Audit Committee meeting is here as under:

Sl. No.

Date of the Meeting

1)

24/05/2017

2)

09/08/2017

3)

02/11/2017

4)

07/02/2018

Number of Meeting attended by the Members of Audit Committee

Sl. No.

Name of Director

Designation

No. of Board Meetings Attended

1.

Mrs. Shallu Jain

Chairperson

4

2.

Mr. Atul Aggarwal

Member

4

3.

Mr. Surendra Kumar Jain

Member

4

III. Nomination and Remuneration Committee Meeting

There were 4 (Four) Meetings were held by the members of Nomination and Remuneration Committee during the Financial Year 2017-18. Date of the Nomination and Remuneration Committee meeting is here as under:

Sl. No.

Date of the Meeting

1)

24/05/2017

2)

14/07/2017

3)

02/11/2017

4)

07/02/2018

Number of Meeting attended by the Members of Nomination and Remuneration Committee

Sl. No.

Name of Director

Designation

No. of Board Meetings Attended

1.

Mrs. Shallu Jain

Chairperson

4

2.

Mr. Atul Aggarwal

Member

4

3.

Mr. Deepak Kumar Jain

Member

4

IV. Stakeholders Relationship Committee Meeting

There were 4 (Four) Meetings were held by members of Stakeholders Relationship Committee during the Financial Year 2017-18. Date of the Stakeholders Relationship Committee meeting is here as under:

Sl. No.

Date of the Meeting

1)

10/04/2017

2)

10/07/2017

3)

07/10/2017

4)

08/01/2018

Number of Meeting attended by the Members of Stakeholders Relationship Committee

Sl. No.

Name of Director

Designation

No. of Board Meetings Attended

1.

Mrs. Shallu Jain

Chairperson

4

2.

Mr. Atul Aggarwal

Member

4

3.

Mr. Surendra Kumar Jain

Member

4

14. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board''s focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director’s performance, various parameters like Director''s profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2017-18 by Nomination and Remuneration Committee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

15. Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other Employees

In accordance with Section 178 of the Companies Act, 2013 read with the rules mentioned there under and the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Policy includes criteria for determining positive attributes, qualifications, independence of a director, Board diversity, remuneration and other matters provided u/s 178(3).

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors, Key Managerial Personnel etc and other matters is put on the Company’s Website and may be accessed at www.akashdeepmetal.in

16. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Stakeholders Relationship Committee

- Nomination and Remuneration Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mrs. Shallu Jain- Chairperson

2. Mr. Atul Aggarwal-Member

3. Mr. Surendra Kumar Jain-Member

Stakeholders Relationship Committee:

1. Mrs. Shallu Jain- Chairperson

2. Mr. Atul Aggarwal-Member

3. Mr. Surendra Kumar Jain-Member

Nomination and Remuneration Committee

1. Mrs. Shallu Jain- Chairperson

2. Mr. Atul Aggarwal-Member

3. Mr. Deepak Kumar Jain-Member

* the composition of the Committees mentioned above has been changed w.e.f 02nd May, 2018 due to Change in Management of the Company.

17. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by the Board.

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

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided

The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2017-18.

19. Particulars of Employees and Remuneration

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as Annexure-II (a).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure-II (b) to this Report.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were on an 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 related parties which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval .Prior Omnibus approval of Audit committee has been obtained for transactions which are of repetitive nature.

Details of Related Party Transactions prescribed under clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 entered into by the company during the year are annexed in Form AOC-2 as Annexure-III.

For Further Details, your attention is drawn to the Related Party disclosures set out in Note no.23 of the Financial Statements.

21. Particulars of Loans, Guarantees and Investments

The full Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any as per the provisions of sec 186 of the Companies Act, 2013 are provided in the notes of accompanying Standalone Financial Statement.

22. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 an extract of the Annual Return in MGT 9 are placed on the website of the Company www.akashdeepmetal.in.

23. Auditors and Auditor’s Report

Auditors’ report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Further, since the Auditors have not reported any instances involving Fraud in their Audit Report, the particulars as prescribed under Section 134(3) (ca) of the Companies Act, 2013 have not been provided.

* Ratification of the appointment of Auditor in every Annual General Meeting as per first proviso to sec 139 of the Companies Act, 2013 has been omitted as per the notification of Companies (Amendment) Act, 2017 w.e.f 7th May, 2018.*

24. Secretarial Audit Report

As per provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s Jaiswal & Associates as the Secretarial Auditor of the Company to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed to this Report as “Annexure-IV”

The Secretarial Auditor’s Report for the financial year 2017-18, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.

25. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of section 138 of the Companies Act, 2013, M/s Shiv Saroj & Associates, Chartered Accountants has been appointed as the Internal Auditors of your Company. The Internal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organization’s governance processes.

26. Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of your Company.

27. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

28. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company on www.akashdeepmetal.in.

29. The Management Discussion and Analysis Report

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Annual Report as Annexure -V

30. Corporate Governance Report and Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance in terms of Clause C and E of Schedule-V of the SEBI (LODR) Regulations, 2015

As per provisions of Regulation 15(2) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17,18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange.

Since, Your Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply on the Company and it does not form part of the Annual Report for the Financial Year-2017-18 and Certification from auditors or practicing company secretaries regarding compliance of conditions of corporate governance are also not required to be annexed with the Annual Report.

31. Code of Conduct for Prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company’s website-www.akashdeepmetal.in.

32. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the financial year ended 31st March 2018.

33. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

34. Disclosures required under the Non-Systemically Important Non-Banking Financial (NonDeposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015

There was no auction conducted by the Company during the financial year in respect of defaulter in any loan accounts.

35. General

Your Board of Directors confirms that-

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/Directors; and

c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

36. Directors’ Responsibility Statement

Pursuant to the provisions of the Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. 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 your Company as at 31st March 2018 and of the profit and loss of the Company for the financial year ended 31st March 2018;

c. proper and sufficient care has been taken 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;

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

37. Stock Exchange Listing

During the Year under review, your Company has make Preferential allotment of 54,04,121 ( Fifty Four Lakhs Four Thousands One Hundred and Twenty One) number Equity Shares of Rs 10 (Rupees Ten) each on 27th February, 2018 and listed these securities on BSE on 21st May, 2018 and got the trading approval on 20th June, 2018.

The annual listing fees for the financial year 2017-18 have been paid to BSE where the shares of the Company are listed.

38. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your 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. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed off during the financial year 2017-2018:

No. of Complaints received : Nil

No. of Complaints disposed off : Nil

39. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the Order of the Board

For Akashdeep Metal Industries Limited

Rajesh Gupta Yash Pal Gupta

Managing Director Director

DIN: 00006056 DIN: 00013872

Date: September 01, 2018 Add: 25, Hargovind Enclave, Add: 306 Jagriti Enclave,

Place: Delhi Delhi-110092 Delhi-110092


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2014.

Financial Highlights

Particulars Amount (Rs. in lacs) FY 2013-2014 FY 2012-2013

Revenue from Operation 1,095.87 3.41

Other Income 0.02 -

Total Revenue 1,095.89 3.41

Total Expenditure 1,090.46 2.36

Profit before tax 5.43 1.05

Provision for tax 1.62 0.32

Deferred Tax 0.05 -

Profit after tax 3.75 0.72

EPS (Rs.) 1.46 0.29

Transfer to Statutory Reserve 0.75 0.14

Paid-up Share Capital 309.85 24.85

Year in retrospect

During the year under review, total income of the Company was Rs. 1,095.89 lacs as against Rs. 3.41 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3.75 lacs in the current financial year as against a profit of Rs. 0.72 lacs in the financial year 2012- 2013. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March 2014 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956 and applicable RBI regulations.

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

The Company is a non banking financial Company and most of the details as required 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 is not applicable.

(a) Conservation of Energy N.A.

(b) Foreign Exchange Earnings Nil

(c) Foreign Exchange Outgo Nil

(d) Technology Absorption N.A.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

After the last Annual General Meeting, Mr. Vibhor Kumar Jain and Ms. Nidhi Jain ceased to be director of the Company due to his resignation. Ms. Shallu Jain, Mr. Atul Aggarwal and Mr. Saurabh Madan were appointed as an independent Director of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mrs. Kavita Jain is liable to retire by rotation and being eligible offer herself for re-appointment. Directors recommend their re- appointment.

Committees of the Board of Directors

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

I. Audit Committee

Name of the Director Category

Ms. Shallu Jain Chairman

(Non Executive Independent) Mr. Atul Aggarwal Member

(Non Executive Independent) Mr. Surendra Kumar Jain Member

(Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Surendra Kumar Jain Member (Promoter & Executive)

III. Stakeholders Relationship Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Surendra Kumar Jain Member (Promoter & Executive)

Auditors

M/s Prakash & Santosh, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

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

b. 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 31st March 2014 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Limited (DSE). The listing fee for the financial year 2014-2015 has been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Akashdeep Metal Industries Limited

Surendra Kumar Jain Deepak Kumar Jain Date: 11th August 2014 Chairman cum Director Managing Director Place: Delhi DIN: 00097859 DIN: 00098116


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Nineth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Particulars Amount in Rupees

31-03-2013 31-03-2012

Incomes 3,41,103 1,55,738

Expenses 2,36,458 1,88,130

Profit/(Loss) for the year 1,04,645 (32,392)

Provision for Income Tax 32,263 Nil

Deferred Tax 26 29

Profit/(Loss) after tax 72,356 (32,421)

Profit B/F previous year 6,29,360 6,62,381

Balance carried to balance sheet 7,01,391 6,29,360

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Deepak Kumar Jain & Mrs. Kavita Jain, Directors of the Company retire by rotation at the conclusion of 29th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Director''s Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to 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 is set below:-

a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2013 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S 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:

i) That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that 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;

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 25th June 2013 Surendra Kumar Jain Chairman & Managing Director


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS

Particulars Amount in Rupees

31.03.2012 31.03.2011

Incomes 1,55,738 9,61,888

Expenses 1,88,130 9,37,255

Profit/Loss for the year (32,392) 24,633

Provision for Income Tax Nil 7,583

Deferred Tax 29 29

Profit/Loss after tax (32,421) 17,021

Profit B/F previous year 6,62,381 6,49,860

Balance carried to balance 6,29,360 6,62,381 sheet

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Vibhor Kumar Jain & Mrs. Nidhi Jain, Directors of the Company retire by rotation at the conclusion of 28th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Director''s Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to provisions of section 217 (1) (e) of the Companies Act, 1956 read with theCompanies (Disclosure ofparticulars in the report of board of Directors) Rules 1988 is set below:-

a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2012 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S 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:

i) That in the preparation of the accounts for the financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) that 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;

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 28th June 2012 Surendra Kumar Jain Chairman & Managing Director


Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

Particulars Amount in Rupees 31-03-2011 31-03-2010

Incomes 9,61,888 10,63,436

Expenses 9,37,256 10,47,958

Profit for the year 24,633 15,477

Provision for Income Tax 7,583 4,748

Deferred Tax 29 31

Profit after tax 17,021 10,698

Profit B/F previous year 6,49,860 6,39,162

Balance carried to balance sheet 6,58,978 6,49,860

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Deepak Kumar Jain & Mrs. Kavita Jain, Directors of the Company retire by rotation at the conclusion of 27th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Director''s Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO _ As the Company did not carry any manufacturing activity during the year under review, the information as required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy & technology absorption have not been commented upon. The Company did not earn/remit any foreign exchange during the year under review.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2011 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S 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: i) That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any: ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) that 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; iv) that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 14th June 2011 Surendra Kumar Jain Chairman & Managing Director

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