DIRECTORS' REPORT Your Directors hereby present their Twenty Sixth Annual Report along with Audited Statement of Accounts of the Company for the year ended March 31, 2015. The Company achieved total turnover of Rs. 16635.57 lacs against Rs.14255.59 lacs in the previous year which is more than 16.70%. The Net Profit after tax was also increased to Rs.122.68 lacs against Rs 68.96 in the previous year. This could be achieved by adding new customer both in India and abroad. The Company expects to improve its performance during the year, as the addition of new customers will results in increase turnover and profit. The market for the Automobile Industry is still competitive but hope that for Next Quarter of Current Year things will start improving. DIVIDEND Your Directors recommend a dividend of 7 % (i.e. Rs. 0.70 per share) on 53, 94, 005 equity shares of Rs.10 each for 201415, Subject to the approval of the Shareholders at the Annual General Meeting to be held on 30th September, 2015. DIRECTORS Shri N. K. Gupta, Director of the Company will retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act, 2013 and being eligible and offered himself for re-appointment. INDEPENDENT DIRECTORS The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, appointed Smt Shilpa Sharma as Additional Director w.e.f. 31.03.2015 in the category of Independent & Non- Executive Director. The Board has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Sub-Section (6) of Section 149 of the Companies Act, 2013 and who in the opinion of the Board fulfills the conditions specified in the Act and the rules made there under and are Independent of the Management. Thus the Board recommended their appointment as Independent Directors. Brief details of the Director, who is to be appointed/re-appointed as mentioned herein above has been furnished along with the Explanatory Statement to the Notice of the ensuing Annual General Meeting. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the provisions of sub-section (5) of Section 134 of the companies act, 2013, your directors confirm that: 1 in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures. 2 the Directors had in consultation with Statutory Auditors, 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 Net Profit of the Company for the Financial Year Ended 31st March, 2015. 3 the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities. 4 the Directors have prepared the annual accounts on a 'going concern' basis. 5 The Directors have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year Ended 31st March, 2015. 6 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 throughout the Financial Year Ended 31st March, 2015. AUDITORS The Shareholders of the Company in their Twenty Fifth Annual General Meeting held on 29th September, 2015 had accorded their approval pursuant to the provisions of Section 139, 141 and other applicable provisions of Companies Act, 2013 and rules made there under to appoint M/s A. K. Bagadia & Co., Chartered Accountants, as Statutory Auditor of the Company of the period of three years commencing from the conclusion of Twenty Fifth Annual General Meeting until the conclusion of Twenty Eighth Annual General Meeting. The Board of Directors of the Company has pursuant to the provisions of Section 139, recommended the ratification of appointment M/s A. K. Bagadia & Co, Chartered Accountants for the approval of the Shareholders from the conclusion of Twenty Sixth Annual General Meeting till the conclusion of Twenty Seventh Annual General Meeting. The Auditor's report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. SECRETARIAL AUDIT The Secretarial Auditors, M/s KMP & Associates, Company Secretaries, has issued Secretarial Audit Report of the Financial Year 2014-15 pursuant to Section 204 of the Companies Act, 2013, which is annexed to the Director's Report as Annexure I. COST AUDITOR Your Directors have appointed M/s B. R. Chandak & Co, Cost Accountants, as the Cost Auditors for the Financial Year 201516. M/s B. R. Chandak & Co , Cost Accountants will submit the cost audit report alongwith annexure to the Central Government (Ministry of Corporate Affairs) in the prescribe form within specified time and at the same time forward a copy of such report to your company. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES: Details of investments made have been given in note no. 12 to the Financial Statement. Details of Loans given is given note no. 13 to the Financial Statement. The Company has not given any guarantee pursuant to the provisions of Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS: The Company has entered into contract/arrangements with the related parties in the ordinary course of business and on arm's length basis. Thus provisions of Section 188(1) of the Act are not applicable. CORPORATE GOVERNANCE Your Company reaffirms and remains committed to high standards of Corporate Governance. The Company believes that appropriate disclosures procedures, transparent accounting policies, strong and independent Board practices and highest levels of ethical standards are critical to enhance and retain investor trust and generate sustainable corporate growth. Your Company established systems and procedures to comply with the amended provisions of the Code of Corporate Governance and complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreement with the stock exchange. A Report separately titled "Corporate Governance" along with Auditors' Certificate, regarding compliance of the same are annexed as a part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS As required under Clause 49 of the Listing Agreement with stock exchange, a management discussion and analysis report, inter-alia, deals adequately with operations and the current and future outlook of the Company is annexed and form as part of this Annual Report. WHISTLE BLOWER POLICY The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and Code of Conduct. Whistle Blower Policy is available on the website of the company at www.akartoolsltd.com ANNUAL RETURN The extract of Annual Return is annexed to Director's Report as Annexure II. ADEQUACY OF INTERNAL FINANCIAL CONTROLS Your Company's internal financial control systems are commensurate with the nature, size and complexity of the businesses and operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up action are reported to the Audit Committee. PARTICULARS OF EMPLOYEES Disclosures pertaining to remuneration and other details are required under section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provided in the Board Report as Annexure III. FIXED DEPOSIT Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence no details pursuant to Rule 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are reported. DISCLOSURE AS PER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention and Prohibition and Redressal) Act, 2013 read with rule 14, the internal committee constituted under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 are in Annexed as a part of this Directors Report as Annexure IV. ACKNOWLEDGEMENT Your Directors wish to place on record the their appreciation of the assistance and cooperation received from its bankers, customers (domestic as well as overseas), suppliers, shareholders, staff from each level and other business associates for their valuable contribution in the growth of the organization whose continuous support and cooperation has been a source of strength to the company enabling it to achieve its goals. The Directors look forward to their continued support in future. By the Order of the Board of Directors (N.K.Gupta) Chairman Place : Aurangabad. Date : 12th August, 2015 |