AFFLUENCE

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Financial Statement of Accounts of the Company for the year ended 31st March 2015.

REVIEW OF OPERATIONS :

During the year under review, your Company has achieved a turnover of about Rs 36 Crores. However a marginal decline in turnover was noticed as compared to the previous year on account of general industrial slowdown, extremely competitive market conditions re­sulting in squeezed margins and sluggish demand from railways.

During the year your Company has diversified its operations and started production of Roofing Sheets

DIVIDEND:

To conserve resources for the expansion and to consolidate the financial position of the company, your Directors considered it prudent not to recommend any dividend for the year.

PROSPECTS:

Your Company continues to expand its manufactur­ing facilities. Technological up gradation in its plant and machinery is an ongoing process which will further im­prove the performance of your Company. The management continues to lay emphasis on quality control and it is for the same reason that now the production would be carried out Forge Moster IG-Pack System for Billet Heat­ing Application as a result of which the wastage in pro­duction would be reduced to a marked extent. The out­look for the current financial year appears to robust and positive. The current year will show increased volumes due to which the profitability is likely to improve.

DIRECTORS:

In accordance with the provisions of the Compa­nies Act, 2013 read with Articles of Association of the Company Smt. Manju Bhatia, Director of the Company retires by rotation at the ensuing Annual General Meet­ing and is eligible for re-appointment.

During the year under review Shri K.L. Bhatia, Chair­man Cum Managing Director, Shri Kapil Bhatia, Manag­ing Director, Shri Neeraj Bhatia, Chief Financial Officer cum Whole Time Director and Smt. Mamta Bhatia, Whole Time Director were re-appointed effective from 1st April 2015, 5th January 2015, 1st April 2015 & 14th May 2014 for a period of five years and the matter is placed for approval of the Shareholders of the Company at the ensuing Annual General Meeting.

During the year, as per the provisions of Section 203 of the Companies Act, 2013 the following persons were designated as Key Managerial Personnel:-

KEY MANAGERIAL PERSONNEL:

S.No Name

1) Kapil Bhatia

2) Dhruv Bhasin

3) Neeraj Bhatia

Designation

Managing Director Company Secretary Chief Financial Officer

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations to the Board that they fulfill all the require­ments as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Com­panies Act, 2013 and the relevant rules.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Com­panies Act, 2013 and the Listing Agreement.

BOARD EVALUATION

The Board annually evaluates its performance as well as the performances of its Committees and of Di­rectors individually. For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board

towards achievement of the said performances and the future plans as set out from time to time. The performance of the executive directors is evaluated by the Board by linking it directly with their devotion towards implemen­tation and management of the growth parameters of the Company and the actual achievements of the Company. The performance of the Executive Directors is evaluated on the basis of their contribution for adopting better cor­porate governance practices, transparency and disclo­sures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

COMPANYS' POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the in­dependence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Commit­tee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure G which forms part of this report.

FAMILIARISATION PROGRAMMES FOR BOARD MEM­BERS

The Board Members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's proce­dures and practices. Periodic presentations are made at the Board and Board Committee Meetings on business and performance updates of the Company, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

SUBSIDIARY COMPANY / ASSOCIATE / JOINT VEN­TURE COMPANY

The Company has no Subsidiary, Associate and Joint Venture Companies and as such the requirement of fur­nishing the information relating to the financial position Subsidiary, Associate and Joint Venture Companies is not applicable.

AUDITORS:

I. STATUTORY AUDITORS

M/s. Sanjay Nandini & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of three years at the last Annual General Meeting held on 30/09/2014. Their continuance of appointment is placed for ratification at the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that if their appointment is confirmed it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The observations made by auditors in their report have been suitably explained in the Notes to Account and therefore do not call for any further clarification or explanation.

II. COST AUDITORS

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.

III. SECRETARIALAUDITORS

The Company has appointed Ms. Priyanka Manghwani, Practicing Company Secretary as Secretarial Auditor of the Company for the year 2014-15. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in the report. The Secretarial Audit Report is placed as Annexure 'E'.

IV. INTERNALAUDITORS:

The Company has appointed M/s. Kedia Gupta & Associates, Chartered Accountants as the Internal Auditors of the Company for the year 2014-15. The Internal Auditor Report is placed before the Audit Committee of the Company from time to time.

CORPORATE GOVERNANCE:

The new Companies Act, 2013 have strengthened the governance regime in the country. Corporate Gover­nance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakehold­ers as partners in our success, and we remain commit­ted to maximizing stakeholders' value, be it sharehold­ers, employees, suppliers, customers, investors, com­munities or policy makers. The business conduct can be ethical only when it rests on the six core values of Cus­tomer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. In line with the requirements of these core values and new law, the Company through its Board and Committees endeavors to strike and deliver the highest governing standards for the benefits of its stakeholders.

Pursuant to revised Clause 49 of the Listing Agree­ment vide SEBI Circular No. CIR/CFD/POLICY CELL/7/ 2014 Dt April, 17th 2014 the Company is not required to comply with the conditions of Clause 49 of the Listing Agreement. However, as a good Corporate Governance practice and to maintain continuity in standards of Dis­closures Report on Corporate Governance and Man­agement Discussion & Analysis Report is placed as An-nexure 'A' which forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report is annexed and forms part of this Annual Report.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES:

As none of the employees of the Company was in receipt of Remuneration in excess of the limits pre­scribed, the requisite information under sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, being inappli­cable is not required to be furnished. Disclosures per­taining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of Companies(Appointment and Remuneration of Mana­gerial Personnel) Rules, 2014 are provided in Annex-ure-C forming part of this report.

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

Information as per Section 134(3)(m) of the Compa­nies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy, technol­ogy absorption and foreign exchange earnings and outgo for the financial year 2014-15 is annexed as Annexure 'B' which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:-

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) they 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 of the Company for that period;

iii) they 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;

iv) they had prepared the Annual Accounts of the Company on a going concern basis.

v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS:

The Company has not accepted any Public Depos­its under the provisions of the Companies Act, 2013 read with Rules framed there under during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR IN­VESTMENTS

The company has not given any Loans or Guaran­tees and made investments covered under Section 186 of the Companies Act, 2013 requiring disclosure in this regard

ANNUAL RETURN

The extracts of Annual Return pursuant to the pro­visions of Section 92 read with Rule 12 of the Companies.(Management and Administration) Rules, 2014 are furnished in Annexure 'D' forming part of this Report.

LISTING:

The Equity Shares of Company continue to be listed at BSE Limited and the Annual Listing Fees for the fi­nancial year 2015-16 has been paid.

INTERNAL CONTROL SYSTEM AND THEIR AD­EQUACY

The Company is committed to maintain internal control systems and procedures designed to provide rea-sonable assurance for orderly and efficient conduct of business and security of its assets. Actual performance is constantly monitored by the management. The Company has a well-defined Organization Structure and authority level. The internal control system is supplemented by an extensive review by the management and documented policies, guidelines and procedures.

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Di­rectors namely Shri P.K Goenka (Chairman), Shri Yashpal, Shri R.K Bhatia, Shri N.P Singh and Shri R.N Trivedi as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism (Whistle Blower Policy)

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Man­agement of the Company. This policy also lays down criteria for selection and appointment of Board mem­bers. The details of this policy are enclosed herewith as Annexure-G.

RISK MANAGEMENT

The Board of Directors in their Meeting held on 13th August 2014 had constituted Risk Management Com­mittee of the Company. The Committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company. The aim of risk Management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Policy may be accessed on the Company's website.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COM­PANY OCCURRED BETWEEN THE END OF THE FI­NANCIAL YEAR TO WHICH THESE FINANCIAL STATE­MENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial year 2014-15 till the date of this Report. Further, there was no change in the nature of business of the Company.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future opera­tions.

PARTICULARS OF CONTRACTS OR ARRANGE­MENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

The details of material contracts / arrangements / transactions at arm's length basis for the year ended 31st March, 2015 is annexed hereto and form part of this Report as Annexure F

Your Directors draw attention of the Members to Note No.30 to the Financial Statement which sets out all re­lated party disclosures.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for overwhelming co-operation and assistance received from Company's Bankers, Government Authorities and esteemed customers for their continued patronage and support during the year. Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support. Your Directors also take this opportunity to place on record their gratitude to the Mem­bers for their continued support and confidence with the company.

For and on behalf of the Board

KUNDAN LAL BHATIA 

Chairman Cum Managing Director)

KAPIL BHATIA

Managing Director

Place : Kanpur

Date : 14th August, 2015