DIRECTOR'S REPORT To The Members, Your Directors are pleased to present the 24th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended 31st March, 2015. The summarized financial results for the year ended 31st March, 2015 are as under: Review of Operation Revenue for the current year dropped from Rs. 15,827.12 in 201314 to Rs 13,355.37 due to slow demand in tippers, Steel structure in domestic market and Automotive Components in export market. Your Company suffered loss of Rs. 600.48 Lacs during the year under report. Your Company also diversify in Off Highway Components during the year under report and the company is expecting to achieve the desired growth. Share Capital During the year under review, the Company pursuant to Section 43 of Companies Act, 2013 read with rule 4 (4) of Companies (Share Capital And Debentures) rules, 2014 have allotted 5,00,000 Equity Shares on Preferential basis to ANG Logistics Pvt. Limited. Dividend Company suffered loss due to which no dividend was declared by your Directors for the financial year 2014-15. Directors The Board of Directors consists of Executive and Non-Executive directors including Independent directors who have wide and varied experience in different disciplines of Corporate functioning. During the year under review, Ms Nidhi Singh was appointed as additional Director w.e.f 28th March, 2015, under Section 149(1) of the Companies Act, 2013, who holds the office upto the ensuing Annual General Meeting and being eligible offer herself for appointment. Your Directors recommend her appointment. Mr. Manoj Gupta, Non-Executive Independent Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your Director recommend for his re-appointment. The independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Director fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Director. Corporate Governance Your Company has fully complied with the requirements and disclosures that have to be made under code of Corporate Governance as required under clause 49 of the Listing agreement entered into with the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). Being a listed Company necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along with a Certificate of Compliance from the Statutory Auditors, forms part of this. Consolidated Financial Statements In compliance with the applicable clauses of Listing Agreement with the stock Exchanges, the Company has prepared consolidated financial statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report thereon have been annexed to this Annual Report. Management Discussion and Analysis The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report. Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts, the applicable accounting standards have been followed. 2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period. 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The Directors had prepared the Annual Accounts on a going concern basis. 5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Disclosures under Section 134(3)(L) of the Companies Act, 2013 Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report. Transfer to Reserves in terms of Section 134(3)(j) of the Companies Act, 2013 For the financial year ended 31st March, 2015, the Company had not transferred any sum to its Reserves as it suffered loss during the year. Transfer to the Investor Education and Protection Fund In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government. Particulars of Employees There is no employee in the Company whose particulars are required to be given under the provisions of section 197(12) of the Companies Act, 2013 read with the (Particulars of Employees) Rules, 1975, as amended. Statutory Auditors Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. As per the provisions of the Companies Act, 2013, M/s Sandesh Jain & Co. Chartered Accountants, hold office as Statutory Auditors of your Company till the conclusion of the 25th Annual General Meeting and are eligible for reappointment for the second year of the term of one year as mention in Section 139(2) of the Companies Act, 2013. Your Company received a certificate from M/s Sandesh Jain & Co., Chartered Accountants, as required under Section 141 of the Companies Act, 2013, to effect that their reappointment, if made, will be within the limits as prescribed under the provisions thereof. You are requested to appoint them as Statutory Auditors from the conclusion of this Annual General Meeting upto the conclusion of 25th Annual General Meeting. Internal Auditors The Company has a proper Internal Control system commensurate with the size, scale and complexity of its operation. To maintain the objectivity and independence, the internal audit team reports to the Chairman of the Audit Committee of the Board. Mr. Suneel Siwal having Membership Number 527218 has been appointed as the internal auditor of the Company w.e.f. 1st April, 2015. Cost Auditor The Board has appointed Mr. Lokesh Kumar, FCMA (Regn. No. 24632) as Cost Accountants of the Company for the financial year 2014-15. Disclosure of Board Report as per Secretarial Standards The Company has appointed M/s Mamta Jain & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the Financial Year ended 31st March, 2015 is being attached with the Director's Report as Annexure-B which is self explanatory and needs no comments. Extract of Annual Return Section 92(3) of Companies Act, 2013 The Extracts of the Annual Return for the year 2014-15 being attached with the Directors Report as Annexure -C. Number of Board Meetings Section 173(1) of Companies Act, 2013 The Board met 12 (Twelve) times during the financial year 201415, Board Meeting were held as follows: 29th April, 2014, 20th May, 2014, 30th May, 2014, 10th July, 2014, 14th August, 2014, 14th November, 2014, 25th November, 2014, 29th November, 2014, 29th December, 2014, 29th January, 2015, 14th February, 2015 , 28th March, 2015. Declaration by Independent Director The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements to qualify for their appointment as an independent Director under the provisions of the Companies Act, 2013 as well as clause 49 of the Listing Agreement. Board Evaluation Pursuant to the provision of Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered / evaluated the Board's performance including the Chairman The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report. Related Party Transactions: The company has entered into transaction with a related party for availing job work services/ sales. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial Year were at arm's Length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as required under the provisions of Section 134 of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review. Risk Management Policy Pursuant to the provision of Section 134(3)(n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a business risk management committee. To address these business risks in a comprehensive manner, each risk is mapped to the concerned department for further action. Based on this framework, the Company has set in place procedures to periodically place before the board the risk assessment and minimization procedures being followed by the Company. Attendance of Directors at the Board meeting and last Annual General Meeting and number of other directorship and Committee membership as on 31st March, 2015. Nomination/Remuneration Committee The Nomination and Remuneration has been constituted with 3 (Three) Non-Executive Directors. During the year one meeting has been held. The key area of Committee has been detailed in Corporate Governance Report. Public Deposits During 2014-15, your Company did not invite or accept any deposits within the meaning of Section 76 of the Companies Act, 2013 and the rules made there under. Personnel None of the employees of the Company were in receipt of the prescribed remuneration and as such, the list of employees as required under Section 197 (12) of the Companies Act, 2013 is not enclosed. The Management's relationship with employees was cordial during the year under review. Acknowledgements Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels. For and on behalf of the Board Premjit Singh (DIN No. 00332949) Manoj Gupta (DIN No. 01160953) Date: 24th August, 2015 Place: New Delhi |