SAMRAT FORGINGS LIMITED

Regd. Office: # 406, First Floor, Sector 15-A, Chandigarh-160015

CIN: L28910CH1981PLC004522, Phone: 0172-2774555

Email: info@samratforgings.com, Website: www.samratforgings.comNOTICE

Notice is hereby given that the 34th Annual General Meeting of the members of Samrat Forgings Limited will be held on Tuesday, the 29th September, 2015 at 11:00 A.M. at the Registered Office of the Company at # 406, First Floor, Sector 15-A, Chandigarh- 160 015 to transact the following business.

ORDINARY BUSINESS:

1.             To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2015 and Statement of Profit and Loss for the year ended on that date together with Reports of the Board of Directors and the Auditors thereon.

2.             To appoint a Director in place of Mrs. Ritu Joshi (DIN: 01598873), who retires by rotation and being eligible, offers herself for reappointment.

3.             To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139, 142 and Companies (Audit and Auditors) Rules, 2014 (the rules), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s Jain & Associates, Chartered Accountants, (Registration number 001361N), who have offered themselves for re appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of section 141 of the Act, and rule 4 of the rules, be and are hereby re-appointed as Statutory Auditors of the company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be agreed upon by the Audit committee/ Board of Directors in consultation with the said Auditors.”

Regd. Office:                                                               By order of the Board of Directors

# 406, First Floor,                                                         For Samrat Forgings Limited

Sector 15-A,                                        

      Chandigarh – 160 015

      Email: info@samratforgings.com

      CIN: L28910CH1981PLC004522                         (Rakesh M Kumar)                    

           Date: 14th August, 2015                                                 Managing Director

                                                                                               DIN: 00066497   

NOTES:

1.             Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 is annexed hereto.

2.             A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A PROXY CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS.

3.             Proxies in order to be effective must be received by the Company at its Registered Office not less than 48 hours before the commencement of the meeting and the proxies shall not have any voting rights except on poll.

4.             Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the meeting.

5              The Register of Members and Share Transfer Books of the Company will remain                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             closed from 24.09.2015 to 29.09.2015 (both days inclusive) pursuant to the provisions of Section 91 of the Companies Act, 2013.

6.         Members/Proxies are requested to bring their attendance slips and copy of Annual Report to the Meeting.

7.             Members desirous of obtaining any information concerning the accounts and       operations of the Company are requested to address their question in writing to the Company at least 7 days before the date of the meeting so that information required may be made available at the meeting.

8.             Members / proxy holders are requested to produce the attendance slip duly completed and signed, for admission to the meeting hall.

9.             In case of joint shareholders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

10.          Members who hold shares in de-materialized form are requested to bring their client ID and DP-ID number for the purpose of identification and attendance at the meeting.

11.          Members are requested to immediately intimate the change in address and bank details, if any, to the Company’s Registrar and Share Transfer Agent i.e. M/s Mas Services Ltd, at T- 34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi- 110 020 with their Folio number/DPID/Client ID.

12.          The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN to the Company/Registrar & Share Transfer Agent of the Company.

13.          For receiving all communication including Annual Report, Notices etc. from the Company electronically, members are requested to register/update their e-mail address with their respective Depository Participant, where shares are held in electronic mode. If, shares are held in physical form, members are advised to register their e-mail address with the Company’s Registrar and Share Transfer Agent i.e. Mas Services Ltd.

14.          All documents referred in the notice are open for inspection at the Registered Office of the Company between 11:00 A.M. to 01:00 P.M. on any working day prior to the date of the Annual General Meeting.

15.          At the ensuing Annual General Meeting Mrs. Ritu Joshi, Director of the Company retires by rotation and being eligible, offers herself for re-appointment. Pursuant to clause 49 of the Listing Agreement the particulars of the said Director are given below:

Mrs. Ritu Joshi is non executive promoter director and associated with the Company since 2011. She is post graduate by qualification having rich experience of business management to her credit and her services have been very useful for the business affairs of the Company.

Mrs. Ritu Joshi is holding 20 Equity Shares as on 31st March, 2015.

Other Directorship:

Mrs. Ritu Joshi was director in following other Companies as on 31.03.2015:

1.     Alacrity Holdings Pvt Ltd

2.     Jay Dee Holdings Pvt Ltd

3.     Gee Cee Investments & Finance Pvt Ltd

4.     Natrajan Investments & Finance Pvt Ltd

5.     C D Infrastructure Pvt Ltd

6.     Devi Computronics Pvt Ltd

16.        Voting through Electronic means

I.               In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the Members to cast their votes electronically on the resolutions mentioned in the notice of the 34th Annual General Meeting of the Company.

II.              Similarly, members opting to vote physically can do the same by remaining present at the meeting and should exercise the option for e-voting. However, in case Members cast their vote exercising both the options, i.e. physically and e-voting, then votes casted through e-voting shall be only taken into consideration and treated valid whereas votes casted physically at the meeting shall be treated as invalid.

III.            The instructions for shareholders voting electronically are as under:

     (i)        The voting period begins on 26th September, 2015 at 9.00 AM and ends on 28th September, 2015 at 5.00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter i.e. 28th September, 2015.

    (ii)        The shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

   (iii)        The shareholders should log on to the e-voting website www.evotingindia.com

  (iv)        Click on Shareholders.

   (v)        Now Enter your User ID

a.     For CDSL: 16 digits beneficiary ID,

b.    Members holding shares in Physical Form should enter Folio Number registered with the Company.

  (vi)        Next enter the Image Verification as displayed and Click on Login.

 (vii)        If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii)        If you are a first time user follow the steps given below:

  (ix)        After entering these details appropriately, click on “SUBMIT” tab.

   (x)        Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  (xi)        For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

 (xii)        Click on the EVSN for the relevant Samrat Forgings Limited on which you choose to vote.

(xiii)        On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv)        Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

 (xv)        After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi)        Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii)        You can also take print out of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xviii)        If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix)        Note for Non - Individual Shareholders and Custodians:

·         Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

·         A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

·         After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

·         The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

·         A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(i)     Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 14th August, 2015 may follow the same instructions as mentioned above for e-Voting.

(ii)    In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

IV.        The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 23rd September, 2015.

V.         A copy of this notice has been placed on the website of the Company and will also be available on website of CDSL during voting period.

VI.        Shri Kanwaljit Singh, Practicing Company Secretary (Certificate of Practice Number 5870) has been appointed as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

VII.       The scrutinizer shall, immediately after the conclusion of voting at the general meeting first count the votes cast at the meeting, thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same. The Chairman or a person authorized by him in writing shall declare the result of the voting forthwith.

VIII.       The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.samratforgings.com and on the website of CDSL immediately after the result is declared by the chairman.

Regd. Office:                                                               By order of the Board of Directors

# 406, First Floor,                                                         For Samrat Forgings Limited

Sector 15-A,                                        

      Chandigarh – 160 015

      Email: info@samratforgings.com

      CIN: L28910CH1981PLC004522                         (Rakesh M Kumar)                    

           Date: 14th August, 2015                                                Managing Director

                                                                                              DIN: 00066497    

SAMRAT FORGINGS LIMITED

Regd. Office: # 406, First Floor, Sector 15-A, Chandigarh-160015

CIN: L28910CH1981PLC004522, Phone: 0172-2774555

Email: info@samratforgings.com, Website: www.samratforgings.com

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of Companies (Management and Administration) Rules, 2014]

Folio No(s) /DP ID*/Client ID* ……………..

No. of Shares held ………………

I/We    

of............................................................................................................................................. being

a Member/Members of SAMRAT FORGINGS LIMITED hereby appoint ............................................

of.......................................................... or failing him ...................................................................

of.............................................................. as my/our Proxy to attend and vote for me/us on my/our behalf at the 34th ANNUAL GENERAL MEETING of the company to be held on Tuesday, the 29th day of September, 2015 at 11:00 AM, at the Registered Office of the Company at # 406, First Floor, Sector 15-A, Chandigarh- 160015 and at any adjournment thereof, in respect of such resolutions as are indicated below:

Resolutions

Signed on ………day of…………………., 2015                                             Please Affix Rupee    

                                                                                                                      One Revenue Stamp

                                                                                                                      Here

Signature(s) of the Shareholder(s)

* To be used for shares held in electronic form

NOTE:  The Proxy Form duly completed must be returned so as to reach the Registered Office of the Company, not less than 48 hours before the commencement of the meeting. A Proxy need not be a Member of Company

E-voting particulars

SAMRAT FORGINGS LIMITED

Regd. Office: # 406, First Floor, Sector 15-A, Chandigarh-160015

CIN: L28910CH1981PLC004522, Phone: 0172-2774555

Email: info@samratforgings.com, Website: www.samratforgings.com

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. JOINT SHAREHOLDERS MAY OBTAIN ADDITIONAL ATTENDANCE SLIPS ON REQUEST

NAME OF THE SHAREHOLDER/PROXY:                                   Folio No. ………………….

ADDRESS:                                                                                                                                                                                                                               DP ID* ……………………..

No. of Shares held:                                                                   Client ID* ……………………

I hereby record my presence at the 34th Annual General Meeting of the Company at # 406, First Floor, Sector 15-A, Chandigarh – 160 015 on Tuesday, the 29th September, 2015 at 11:00AM

SIGNATURE OF THE SHARE HOLDER / PROXY (To be signed at the time of handling over this slip)

MEMBER/PROXY HOLDERS ARE REQUESTED TO BRING THEIR COPIES OF THE ANNUAL REPORT TO THE MEETING

* To be used for shares held in electronic form

SAMRAT FORGINGS LIMITED

Regd. Office: # 406, First Floor, Sector 15-A, Chandigarh-160015

CIN: L28910CH1981PLC004522, Phone: 0172-2774555

Email: info@samratforgings.com, Website: www.samratforgings.com

DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting the 34th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2015. The financial highlights for the year under review are given below:

FINANCIAL RESULTS        

                                                                               (Rs. in Lacs)

OPERATIONAL REVIEW

Through the constant efforts put by the directors and employees, the Company has achieved a gross sales turnover of Rs. 7608.72 (including excise) during the year ended on March 31, 2015 as against gross sales turnover of Rs. 8630.42 Lacs (including excise) during the corresponding previous financial year ended on 31st March, 2014. The company has earned profit of Rs. 10.08 Lacs (after tax) as compared to the previous year’s figure of Rs. 105.02 Lacs. The sales turnover of the Company (including excise) is decreased by 11.84% in comparison of previous year due to sudden drop in demand during second half of the year. Demand has since picked up from April 2015 onwards. Your directors putting constant efforts to further increase the production, sales and profitability and expecting to post improved results during the year 2015-16.

FUTURE PROSPECTS/ EXPANSION 

The Company is endeavored to upgrade its production base by installing latest technology machines. The Company has set up a new crank shaft division at its Unit II to enlarge its production capacity. Further machinery is proposed and planned to be installed in its forging as well as machining unit to meet with the demand of its products by the existing and new customers. The company has added new valued customers in its customer list and it is expected that it will certainly be beneficial for the business growth of the Company in the coming years.

The company is regularly conversing with its bankers and other financial institutions to provide financial assistance for the expansion in production facilities and it is expected that with the installation of new machinery and by up gradation of technology, the production level and sales would be further improved in the coming years.

CAPITAL STRUCTURE

There is no change in the Capital Structure of the Company during the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed to this report as Annexure- 1.

DIVIDEND

The Directors regret their inability to recommend any dividend for the year under review and rather prefer to conserve the resources and plough back the accrued profits into the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, during the financial year under review.

DIRECTORS

Mrs. Ritu Joshi (DIN: 01598873), Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The brief profile of Mrs. Ritu Joshi, names of the Companies in which she has held directorship etc is furnished in the notes forming part of the notice of the ensuing Annual General Meeting.

Mr. Puneet Varma, Nominee Director (Nominee of Punjab State Industrial Development Corporation (PSIDC)) has informed, vide his letter dated 15.05.2014 that his nomination has been withdrawn by PSIDC. His cessation from the directorship of the Company has been taken on record by Board in its meeting held on 15th May, 2014.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on recommendation of the Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

During the year six Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of ht Companies Act, 2013, the directors report that:

(i)         In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii)            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 financial year and of the profit & loss of the Company for the year under review.

(iii)           The directors have taken proper & 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)          The directors have prepared the annual accounts on a going concern basis.

(v)           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.

(vi)          The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

SECRETARIAL AUDIT

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. Kanwaljit Singh Thanewal, company secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report received from the said auditor is annexed to this report as Annexure- 2. 

Following qualifications/reservations have been made by the Secretarial Auditor in his Secretarial Audit Report for the year ended 31st March, 2015:

1. The Company has not appointed a Chief Financial Officer as per the requirements of Section 203 of Companies Act, 2013.

2. The official website of the company, as per the requirements of Clause 54 of the Listing Agreement, is not updated during the audit period.

3. The company has not appointed an Internal Auditor as per the requirements of Section 138 of Companies Act, 2013.

The Explanations of the Board on qualifications/reservations made in the secretarial audit report are as below:

1. Since the company has ceased to be listed company on dissolution of Ludhiana Stock Exchange (the only stock exchange, where the securities of the company were listed) and shifted to the dissemination board of the National Stock Exchange, the provision of Section 203 regarding appointment of Chief Financial Officer has not applicable on the company.

2. Since the company has ceased to be listed company on dissolution of Ludhiana Stock Exchange (the only stock exchange, where the securities of the company were listed) and shifted to the dissemination board of the National Stock Exchange, the provision of the listing agreement regarding updation of official website has not applicable on the company.

3. Since the company has ceased to be listed company on dissolution of Ludhiana Stock Exchange (the only stock exchange, where the securities of the company were listed) and shifted to the dissemination board of the National Stock Exchange, the provision of Section 138 regarding appointment of Internal Auditor has not applicable on the company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis. There are no material significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company www.samratforgings.com.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2 is annexed as Annexure-3 to this report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees, nor the Company has made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct (the Code) which is applicable to the Members of the Board and members of the senior management of the company. The code has been posted on the website of the Company i.e. www.samratforgings.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and members of the senior management in their business dealings and in particular on matters relating to integrity in the work work place, in business practices and in compliance of applicable laws.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established adequate vigil mechanism for its directors and employees to report genuine concerns by implementing Whistle Blower Policy & Vigil Mechanism. According to the said policy the directors and employees can report the defaults, if any, comes to their notice to the Vigilance and Ethics Officer or to the Chairman of the Audit Committee of the Company.

AUDITORS & AUDITORS’ REPORT

M/s Jain & Associates, Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible offer themselves for re-appointment. They have confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from disqualification specified under Section 141(3) of the Companies Act, 2013. It is proposed to re-appoint them as Auditors for the financial year 2015-16, from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of shareholders.

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

ISO / TS CERTIFICATION

Your Directors are pleased to inform you that the Company continues to be holder of ISO / TS – 16949 : 2002-Markblatt WO Certification from TUV Rheinland. Regular audits are conducted under this Certification.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an optimum internal control system commensurate with the size, scale and complexity of its operations which ensure control over its various functions in its business operations. The effectiveness of the internal control system has been reviewed by the internal audits of all operational departments and all major corporate functions under the directions of the Internal Audit department.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The process owners undertake corrective action in accordance of the guidance and suggestions of the senior designated officials, in their respective areas and thereby strengthen the controls. 

INVESTORS’ RELATIONS

The Company has always endeavors to keep the time of response to shareholders’ requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply immediately. The Company has received one request and one grievance from the shareholders and the same have been resolved to the satisfaction of the shareholders during the financial year 2014-15. 

INDUSTRIAL RELATIONS

The company continued to maintain very healthy, cordial and harmonious industrial relations at all levels and there was no conflict between workmen and the management during the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the company. Hence, the company has not made any policy on corporate social responsibility.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year under review.

COMPANIES BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture or Associate company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

BUSINESS RISK MANAGEMENT

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks to the business. Your company is always endeavored to identify and take appropriate and timely action to mitigate all type of risks involved in business of the company.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate annexure, together with the Certificate from Mr. Kanwaljit Singh Thanewal, Company Secretary in Practice, regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

SAFETY, POLLUTION & QUALITY CONTROL

The Company is committed to achieve and maintain at all levels, safety in plant operations. To achieve this, sufficient safety provisions have been made and the same are checked periodically. There were no major accidents in the plant during the year. Further there are no effluents, which require treatment. Stringent quality control for all products and raw materials has been incorporated and the Company have well equipped laboratory to ensure quality control.

PARTICULARS OF EMPLOYEES AND RELATED DISCLSORES

During the year under review, none of the employees of the Company has drawn remuneration over and above the limits specified under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-4 to this report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in annexure- 5 to this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its bankers, financial institutions and various Government agencies. The Directors also wish to place on record their sincere thanks to the shareholders for their continued support, co-operation and confidence in the management of the Company. Last but not the least, the Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company at all levels that has contributed to the growth and success of the Company.

                                                                          For and on behalf of the Board of Directors of

                                                                                  Samrat Forgings Limited

Place: Chandigarh                                             Rakesh M. Kumar                Bindu Chowdhary

Dated: 14th August, 2015                                   Managing Director               Director

                                                                        [DIN: 00066497]                   [DIN: 01154263]

Annexure: 1

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on

31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.      REGISTRATION AND OTHER DETAILS:

i)      CIN: L28910CH1981PLC004522

ii)     Registration Date: 06.05.1981

iii)     Name of the Company: Samrat Forgings Limited

iv)    Category / Sub-Category of the Company: Company Limited by Shares

v)     Address of the Registered office and contact details: # 406, First Floor, Sector 15-A,

      Chandigarh - 160015

vi)     Whether listed company:      At dissemination board of National Stock Exchange (NSE), Earlier listed on Ludhiana Stock Exchange, before dissolution of the said exchange.  

vii)    Name, Address and Contact details of Registrar and Transfer Agent, if any:

         MAS SERVICES LIMITED

         T-34, 2nd Floor, Okhla Industrial Area,

Phase – II, New Delhi – 110 020

Phone: 011-26387281, 282, 283

II.    PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

IV.      SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

(ii)Shareholding of Promoters

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)- No Change

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Note: There is no change in shareholding of top ten shareholders during the financial year 2014-15.

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS (Rs. in Lakhs)

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI.    REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in Lakhs)

B. Remuneration to other directors: (Amount in Rs.)

C.     Remuneration to Key Managerial Personnel other than MD/Manager/WTD: (Amount in Rs.)

VII.  PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Annexure- 2

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Samrat Forgings Limited

#406, First Floor

Sector 15-A,

Chandigarh- 160015

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SAMRAT FORGINGS LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the SAMRAT FORGINGS LIMIITED’S books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by SAMRAT FORGINGS LIMITED (“the Company”) for the financial year ended on March 31, 2015 according to the provisions of:

(i)         The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii)       The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii)      The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv)     Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v)       The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a)         The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2013.

b)         The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c)         The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009- Not applicable as the company has not issued any securities during the financial year under review.

d)         The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999- Not applicable as the company has not granted any options to its employees during the financial year under review.

e)         The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable as the company has not issued any debt securities during the financial year under review.

f)          The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review.

g)         The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not applicable as the company has not delisted any securities from any stock exchange during the financial year under review.

h)         The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not applicable as the company has not bought back any of its securities during the financial year under review.

(vi)          The Air(Prevention and Control of Pollution) Act, 1981

(vii)        The Water (Prevention and Control of Pollution) Act, 1974

I have also examined compliance with the applicable clauses of the following:

a)         Secretarial Standards issued by The Institute of Company Secretaries of India- Not notified hence not applicable for the audit period.

b)         The Listing Agreement entered into by the Company with Ludhiana Stock Exchange. (However, owing to the SEBI Circular, the Ludhiana Stock Exchange was de-recognised and therefore, the company discontinued with the compliances from the quarter ended on December, 2014)

During the period under review the Company has generally complied with the provisions of the act, rules, regulations, guidelines, standards, etc. mentioned above.

Based on our examination and the information received and records maintained, I further report that:

1.       The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2.       Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3.       All decisions are carried out through majority while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

4.       The company has proper board processes.

Based on the compliance mechanism established by the company and on the basis of the compliance certificate(s) issued by the Company Secretary/ Officers and taken on record by the board of directors in their meeting(s), I am of an opinion that:

1.     There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

2.     On examination of the relevant documents and records, on test check basis, the company has complied with the following laws specifically applicable to the company:

a)         The Indian Electricity Act, 2003 and Indian Electricity Rules, 2005.

b)        The Petroleum Act, 1934.

c)         The Explosives Act, 1884 and Explosives Rules, 2008

I further report that:

1.     The company has not appointed a Chief Financial Officer as per the requirements of Section 203 of Companies Act, 2013.

2.     The official website of the company, as per the requirements of Clause 54 of the Listing Agreement, is not updated during the audit period.

3.     The company has not appointed an Internal Auditor as per the requirements of Section 138 of Companies Act, 2013.

I further report that during the audit period:

1.       The company passed a Special Resolution under Section 180(1)(a) of Companies Act, 2013 to authorise the directors to create a charge or mortgage on the property of the company.

2.       The company passed a special resolution under Section 180(1)(c) of Companies Act, 2013 to authorise the directors to exercise borrowing powers upto a limit of Rs. 50.00 Crores over and above the aggregate of the paid-up share capital and free reserves of the company.

3.       The company passed a Special Resolution under Section 14(1) of Companies Act, 2013 amending its Articles of Association in compliance with the provisions of Companies Act, 2013.

Apart from the instances stated above, there were no instances of:

(i)         Public / Rights / Preferential issue of shares / debentures / sweat equity.

(ii)       Redemption / buy-back of securities.

(iii)   Merger / amalgamation / reconstruction etc.

(iv)  Foreign technical collaborations.

Place: Chandigarh                                                                                               KANWALJIT SINGH THANEWAL

Date :13.08.2015                                                                                                                FCS No. 5901

C P No.: 5870

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

“Annexure-A”

To,

The Members,

Samrat Forgings Limited

#406, First Floor

Sector 15-A,

Chandigarh- 160015

Our report of even date is to be read along with this letter.

1.       Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records, based on our audit.

2.       We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

3.       We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4.       Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5.       The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the extent of verification of procedures on test basis.

6.       The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chandigarh                                                                                                               KANWALJIT SINGH THANEWAL

Date :13.08.2015                                                                                                                                FCS No. 5901

                C P No.: 5870

Annexure - 3

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1.   Details of contracts or arrangements or transactions not at Arm’s length basis.

2.   Details of material contracts or arrangements or transactions at Arm’s length basis.

                                                                                  Samrat Forgings Limited

Place: Chandigarh                                             Rakesh M. Kumar                Bindu Chowdhary

Dated: 14th August, 2015                                   Managing Director              Director

                                                                      [DIN: 00066497]                    [DIN: 01154263]

Annexure: 4

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company.

Annexure- 5

Information as per rule 8(3) of the Companies (Accounts) Rules, 2014, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988.

A.            CONSERVATION OF ENERGY

(i)            Steps taken or impact on conservation of energy;

The Company continues its efforts to improve methods for energy conservation and utilization by more usage of electricity purchased from PSPCL and by close watch and regular inspection of the installed equipments and maintenance of the same.

(ii)           Steps taken by the company for utilizing alternate sources of energy;

Appropriate actions have been taken for improved efficiency of own generation by usage of diesel generators only for emergencies and as stand by. Also, an intensified vigil on wastage/leakage control has been kept by the company to mitigate the wastage of resources.

(iii)         Capital investment on energy conservation equipments;

Adequate steps have been taken to keep the installed energy conservation equipments in prompt conditions. Exact expenditure incurred in this process is not ascertainable.

Disclosure of particulars with respect to conservation of energy

B.            TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to technology absorption:-

Efforts:

Efforts have been made towards development of products of international quality and implementation of total Quality Assurance System for this purpose.

Benefits:

As a result of the above said technology absorption, the Company has derived benefits like improvement in quality of products, development of new components etc.

Research & Development:

Adequate efforts have been made towards quality up-gradation, development of wide range of products/components, productivity enhancement and quality control management. However, specific expenditure of recurring or capital nature is not involved. 

C.            FOREIGN EXCHANGE EARNINGS AND OUTGO

  MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Directors have pleasure in presenting the management discussion and analysis report for the year ended on March 31, 2015.

INDUSTRY STRUCTURE AND DEVELOPMENT

Samrat Forgings Limited (SFL) is engaged in manufacturing of Closed Die Forgings and Machined Components for well diversified sectors like Tractors & Commercial Vehicles, Earth Moving & Construction Equipments and Railways etc. The Indian Forging Industry is a major contributor and an integral part of manufacturing sector of Indian Economy. The Forging Industry is correlated with Automotive, Agricultural, Infrastructure, Railways and Oil & Energy Sector. Due to the economic slowdown, the growth of forging industry has also impacted adversely. However, the industry’s continuous efforts in upgrading technologies and diversifying product range have enabled it to expand its base of domestic as well as overseas customers. The industry is increasingly addressing the opportunities arising out of the growing trend among global OEMs and with these positive factors Indian Forging Industry is quite hopeful for exertive growth.  

OPPORTUNITIES, THREATS AND CONCERNS

This year has been global slowdown overall lead by China. Farm equipment, which was considered to be most dependable & robust market was a sudden slide down October, 2014 onwards till March, 2015. With commercial and Earth moving equipment already in de-accelerative  mode, it made a visible impact on company’s result this year.

As counter measures, company made efforts to look out for new opportunities in non-automotive, non-tractor segments to shield itself from such situations in future. Company has diversified in new products/customers.

Necessary initiatives and steps towards value engineering, products up gradation are taken by the Company.

OUTLOOK

Barring the aforesaid deterrents, the company does not foresee any threats to its growth and market share in the coming years. The existing capacity should take care of the company’s requirement at least for the next couple of years and the Company does not foresee any technological obsolescence for its products.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

There are established internal control systems and procedures in place commensurate to the size and nature of business of the Company, which ensure efficient use and protection of business resources and compliance with the policies, procedures and statutes. The financial information is compiled periodically and reviewed by the management time to time. The reporting and monitoring system is elaborate and the same is reviewed by the management on regular basis. The internal control is supplemented by programme of internal audits, review by the management and documented policies, guidelines and procedures. The focus of these reviews is to identify the weaknesses and the areas of improvement, compliance with defined policies and processes, safeguarding the tangible and intangible assets and compliance with applicable statutes.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Through the constant efforts put by the directors and employees, the Company has achieved a gross sales turnover of Rs. 7608.72 (including excise) during the year ended on March 31, 2015 which is decreased by 11.84% in comparison of previous years turnover of Rs. 8630.42 Lacs, due to tough market conditions and on account of unprecedented high level of Raw Material and consumables cost. The company has earned profit of Rs. 10.08 Lacs (after tax) as compared to the previous year’s figure of Rs. 105.02 Lacs.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

As on March 31, 2015 the company had 510 permanent employees at its manufacturing plants and administrative office.

The Company believes that its human assets are the most valuable assets, which convert planning in to execution and generate results. Hence, the Company always endeavor and attentive on having qualified and talented employees in all divisions and to adequately encourage them morally as well as financially. 

The management always keeps focus to evaluate the performance of all employees and necessary steps are taken to strengthen the areas that need improvement. More experienced technical manpower is being taken at the senior level to streamline the whole business process and adequate facilities and opportunities are also being provided to the technical and professional staff to update themselves with the latest technologies and different other activities. The company continued to maintain good relationship with workers and staff during the last year. 

Cautionary Statement

This report may contain statements particularly which relate to Management Discussion and Analysis describing Company’s objectives, projections, estimates and expectations etc, which the Company believes are or may be considered to be “forward looking statements” within the meaning of applicable laws and regulations. The actual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.

      By order of the Board of Directors

Regd. Office:                                                          For Samrat Forgings Limited

#406, First Floor, Sector 15-A,                                      

Chandigarh – 160 015

Email: info@samratforgings.com

CIN: L28910CH1981PLC004522                    Rakesh M Kumar           Bindu Chowdhary

Date: 14th August, 2015                                            Managing Director        DirectorPlace: Chandigarh                                                      [DIN: 00066497]             [DIN: 01154263]

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is the combination of voluntary practice and compliance with laws and regulations leading to effective control and management of the Company. The Company believes that good corporate governance contemplates that corporate actions balance the interest of all stakeholders and satisfy the tests of accountability, transparency and fair play. The Company believes that all its operations and actions must be directed towards overall shareholders value.

The best Corporate Governance practices has been adopted by Samrat Forgings Limited to protect the interest of its stakeholders, customers and employees and the same is being continuously reviewed to ensure that they adhere to the latest corporate developments and conform to the best Corporate Governance ethics.

BOARD OF DIRECTORS

(a)   Composition of the Board                                    

The Board is having an appropriate composition of Executive and Non- Executive Directors conforming to the specifications provided in the Listing Agreement. There are six Directors on the Board out of which three are Independent Directors. The Chairperson of the Company is a Non Executive Promoter Director and including her there are three Promoter Directors, one of whom is a Whole Time Director of the Company. All Directors possess variety of skills and professional expertise to ensure effectiveness of the Board facilitating efficient discharge of duties and adding value in the overall growth of the Company. 

Shri Puneet Varma, Nominee Director (Nominee of Punjab State Industrial Development Corporation (PSIDC)) has left the Board w.e.f. 15.05.2014 by submitting the Company that his nomination has been withdrawn by the said PSIDC.

 None of the Directors on the Board hold Directorship in more than twenty Companies and no Director is a Member of more than 10 Committees or Chairman of more than 5 Committees (as specified in Clause 49 of the Listing Agreement) across all the Companies in which he/she is a Director.

(b)   Board Meetings

Six Board meetings of the Company were held during the year 2014-15 on following dates:

I. 15.05.2014, II. 30.05.2014, III. 12.06.2014, IV. 14.08.2014, V. 14.11.2014 and VI. 14.02.2015

The meetings of the Board have been held on regular intervals which were also attended by the core management team as a matter of practice and to receive valuable advice, guidance and direction from the Non-Executive Directors present in the meetings. Different corporate operations are elaborately reviewed in the context of Board’s approved business plans. 

(c)   Attendance and other Directorships

       The details of attendance of the Directors at the Board Meetings during the year and the last Annual General Meeting held on 29th September, 2014 and also the number of other Directorship and Committee Membership / Chairmanship is as follows:

* In accordance with Clause 49 of the Listing Agreement, Membership/Chairmanship of only Audit Committee and Shareholders’/Investors’ Grievance Committee in all public limited companies have been considered.

No extra ordinary general meeting has been held during the year ended 31st March, 2015.

COMMITTEES OF THE BOARD

(A)  AUDIT COMMITTEE

The Company has an Audit Committee comprising of 1 (one) Executive and 2 (two) Non-Executive Independent Directors. The role and powers of the Audit Committee as stipulated by the Board are in accordance with the items listed in Clause 49(II)(C) & (D) of the Listing Agreement and as per section 177 of the Companies Act, 2013.

During the financial year 2014-15 under review, four Audit Committee meetings were held on the following dates:

I. 30.05.2014., II. 14.08.2014, III. 14.11.2014 and IV. 14.02.2015

There was no change in composition of the Audit Committee during financial year 2014-15 under review and the composition and other details of the Audit Committee as on 31.03.2015 are as under:

(B) REMUNERATION COMMITTEE

The Board has set up a Remuneration Committee to review, assess and recommend to the Board the appointment & remuneration of executive directors from time to time.

The committee met once during the financial year ended March 31, 2015 on 14.08.2014.

There was no change in composition of the Remuneration Committee during financial year 2014-15 under review. The composition and other details of the Remuneration Committee as on 31.03.2015 are as under:

Detail of remuneration to Executive Directors and sitting fees paid to Non-Executive Directors during the year ended 31st March, 2015 is given below:

                                                                                                                       (Rs. In lacs)

Name of the Director       Salary                 Perquisites     Meeting Fee                    Total

 Mr. Rakesh M Kumar      36.00                          0.17                  -                          36.17                     

 Mrs. Bindu Chowdhary       -                                 -                    0.48                        0.48      

 Mr. Ajay Kapoor                 -                                -                    0.48                        0.48

 Mr. Ajay K Arora                 -                                -                    0.58                        0.58

 Mrs. Ritu Joshi                  -                                -                    0.38                        0.38

 Mr. Ashok Lakhanpal          -                                -                    0.08                        0.08           

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Remuneration Committee has adopted Nomination and Remuneration Policy which, inter alia, deals with the manner of selection of Board of Directors & Managing Director and their remuneration. This note is accordingly derived from the said policy.

Criteria for selection of Non Executive Directors

The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in fields of manufacturing, marketing, finance, law, governance and general management etc.

In case of appointment of Independent Directors, the Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

The Committee shall ensure that the candidate identified for appointment as Director is not disqualified for appointment under Section 164 of the Companies Act, 2013. The Committee while recommending the Board the candidature for appointment as Director shall consider the qualification, expertise and experience of the Director in his field, personal & professional standing and diversity of the Board etc.

Remuneration

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fee, reimbursement of expenses incurred for participating in the Board or committee meetings (to which he is a member), attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CEO & Managing Director- criteria of appointment and remuneration

The Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. He should also fulfill the other criteria with regard to age and other qualification as laid down under the Companies Act, 2013 or other applicable laws.

The CEO, Managing Director and Whole time Director shall be eligible for remuneration as may be approved by the Shareholders of the Company on the recommendation of the Committee and the Board of Directors by considering various industrial factors like Company’s performance vis a vis industry, scope of duties & responsibilities, skill, knowledge & performance track record etc. The Remuneration of the Managing Director or Whole time Director(s) shall be in accordance to the limits prescribed in the Companies Act, 2013 and relevant rules thereof.  

Remuneration Policy for the Senior Management Employees

In determining the remuneration of the KMP’s and other Senior Management Employees, the Remuneration Committee shall ensure the relationship of remuneration and performance benchmark is clear. The  remuneration and increment thereof should be in line with company‘s philosophy to provide fair compensation to employees based on their experience, roles and responsibilities, performance track record, legal obligation, industry benchmark, job complexity etc.

The Committee may recommend to the Board a policy for granting stock options to KMP, Senior Management Personnel and other employees in line with the provisions of the Act, SEBI regulation and the provision of any other applicable laws.

(C) INVESTORS’ RELATIONS AND SHARE TRANSFER COMMITTEE

The Company has an Investors’ Relation and Share Transfer Committee, to consider share transfer and Investor grievances matters. The committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services.

Two meetings of the Committee were held during the year under review on 02.05.2014 and 26.05.2014 respectively.

There was no change in composition of the Investors Relation and Share Transfer Committee during the year 2014-15. The composition and other detail of the Share Transfer Committee as on 31.03.2015 is as follows:

The Company has received one request for some information and one grievance from a shareholder and the same have been provided/resolved to the satisfaction of the shareholders during the financial year 2014-15.

INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Director met on 14th February, 2015, inter alia, to discuss:

1.             Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

2.     Evaluation of the performance of the Chairperson of the Company, taking into account the views of the Executive and Non Executive Directors.

3.     Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Company Secretary. The Directors expressed their satisfaction with the evaluation process.  

Reconciliation of Share Capital Audit

Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary has been appointed by the Company to conduct the Reconciliation of Share Capital Audit, as per the requirements of SEBI guidelines. The auditor conducts audit on quarterly basis. The Reconciliation of Share Capital Audit Reports received from the Secretarial Auditor interalia certifies that the equity shares of the Company conform with the issued and paid up equity share capital of the Company.

Details of General Meetings               

Details of the General Body Meetings of the Company during last three years are given below:

Pursuant to the provisions of Section 110 of the Companies Act, 2013, read with Rule 22(16) of the Companies (Management and Administration Rules), 2014, there was no matter required to be dealt with by the Company, to be passed through postal Ballot, during the financial year 2014-15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

DISCLOSURES

a)     Disclosure on materially significant related party transactions i.e. transaction of the Company of material nature with the Promoters, the Directors or the Manager, their subsidiaries or relatives etc. which may have potential conflict with the interest of the Company:

There are no materially significant related party transactions during the period under review that may have potential conflict with the interest of the Company.

b)     Details of non-compliance by the Company, penalties imposed and strictures passed on the Company by Stock Exchange or SEBI, or any other statutory authority, on any matter related to capital markets, during the last three years.

No such action has been taken against the Company by any regulatory authorities relating to capital markets during the last three years.

Means of Communication 

The Company used to intimate its quarterly; half yearly and annual financial results to the Ludhiana Stock Exchange (LSE) immediately after these were taken on record by the Board and in accordance with the requirement of the listing agreement, before the surrender of its recognition by the LSE and thereafter shifting of the company i.e. Samrat Forgings Limited to the dissemination board of National Stock Exchange.

Management Discussion and Analysis Reports

Pursuant to the requirement of Clause 49 of the Listing Agreement, a detailed Management Discussion and Analysis Report forms part of the Directors report.  GENERAL SHAREHOLDER INFORMATION 34th Annual General Meeting Day & Date :           Tuesday, 29th September, 2015

                                                  Venue       :          # 406, First Floor, Sector 15-A, Chandigarh-160015

       Time           :          11:00 AMFinancial Calendar (tentative)

Financial Reporting for

Quarter ended on 30th June, 2015           :            2nd week of August, 2015

Quarter ended on 30th Sept, 2015           :            1st / 2nd week of Nov, 2015

Quarter ended on 31st Dec, 2015            :            1st / 2nd week of Feb, 2016

Year ended on 31st March, 2016             :            May, 2016

3.    Book Closure                                       :          24th Sept., 2015 to 29th Sept., 2015

                            (Both days inclusive)

       4.    Dividend Payment                               :          Not declared

5.    Listing on Stock Exchanges                     :        Shifted to the dissemination of NSE on dissolution of Ludhiana Stock Exchange (LSE)                                      

6.    Stock Market Data                                :         Not available, as the shares were not quoted.

       7.    Corporate Identification Number            :         L28910CH1981PLC004522

       8.    Registrars and Transfer Agents            :         M/s MAS Services Ltd.

                                                                                   T-34, 2nd Floor, Okhla Industrial Area,

                                                                                   Phase – II, New Delhi-110 020

                                                                                   Tel.: 011-26387281, 282, 283

                                                                                   E-Mail: mas_serv@yahoo.com

9.     Dematerialization of Shares

The shares of the Company can be dematerialised with Central Depository Services (India) Ltd (CDSL) and the Company has also applied to National Securities Depository Limited (NSDL) for availing Demat facility, which is in process. 59.10% of the Company’s paid-up equity share capital has been dematerialised as on 31st March, 2015. The ISIN No. for the Company’s shares in Demat mode is – INE412J01010.

For shares held in electronic form, all instructions regarding change of address, nomination, power of attorney should be given directly to their Depository Participants and the Company will not entertain any such requests directly from Shareholders.

10.  Transfer System for physical shares

The Share Transfer and Investors Relation Committee (the committee) approve the transfer and transmission, issue of duplicate share certificates and related matters. The committee has delegated the power to approve transfer/transmission requests to Mr. Rakesh M Kumar, Member of the Committee and Mr. Sandeep Kumar, Compliance Officer of the Company jointly and/or severally to the extent of 1000 no’s of shares and to report in summarized form to the committee in its successive meetings held. Share Transfer requested received are processed within 15 days from the date of receipt, subject to the documents being valid and complete in all respects. No shares were pending for transfer as on 31st March, 2015.

11.  Share Transfer Agents:

M/s Mas Services Ltd, Registrar and Transfer Agents of the Company have adequate infrastructure to carry out the share transfer, transmission or other related work. The Share Transfer request & other communication regarding Share Certificates, change of Address etc. may please be addressed to Registrar and Transfer Agents of the Company.

12.  Shareholding Pattern of the Company as on 31st March, 2015 is as under:      

13.     Distribution of Shareholding as on 31st March, 2015 is as under:   

14.  The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments during the year under review.

   15.  Plant Location: Forgings Division: Village Ghollu Majra, Tehsil Derabassi, Distt. Mohali (Punjab).

          CNC Machining Division: Village Bhankerpur, Tehsil Derabassi, Distt. Mohali (Punjab).

   16. Investor queries etc. with respect to the financial statements or other matters may be addressed to the registered office address of the Company at # 406, First Floor, Sector 15-A, Chandigarh - 160015.

   17. Website Address: www.samratforgings.com

                         Email: info@samratforgings.com

                                                                                  For and on behalf of Board of Directors of

                                                                                  Samrat Forgings Limited

Place: Chandigarh                                    (Rakesh M. Kumar)                            (Bindu Chowdhary)

Dated: 14th August, 2015                          Managing Director                                           Director

                                                              [DIN: 00066497]                                   [DIN: 01154263]

Declaration under Clause 49- I(D) of the Listing Agreement

To

The Members of Samrat Forgings Limited

I hereby declare that all the Board Members and the Senior Management Personnel of the Company have affirmed the compliance with the provisions of the Code of Conduct for the period ended 31st March, 2015.

Regd. Office:                                                                        For Samrat Forgings Limited

#406, First Floor, Sector 15-A,

Chandigarh - 160015

Email: info@samratforgings.com                                          (Rakesh M Kumar)

CIN: L28910CH1981PLC004522                                 Managing Director

Date: 14th August, 2015                                                         [DIN: 00066497]      

Place: Chandigarh                                                                                            

CEO / CFO CERTIFICATION

To

The Board of Directors

Samrat Forgings Limited

We do hereby confirm and certify that:

a)             We have reviewed the financial statements and cash flow statement for the year ended 31st March, 2015 and to the best of our knowledge and belief:

I.              These statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading;

II.             These statements together, present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

b)            To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2015 are fraudulent, illegal or violative or the Company’s code of conduct.

c)             We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.

d)                                  I.          There has not been any significant change in internal control over financial reporting           during the year under reference;

II.             There has not been any significant change in accounting policies during the year requiring disclosure in the notes to the financial statements; and

III.            We are not aware of any instance during the year of significant fraud with involvement therein of the management or any employee having a significant role in the Company’s internal control system over financial reporting.

Place: Chandigarh                                                                      Rakesh M KumarDate: 14th August, 2015                                                              Managing Director                                                                  [DIN: 00066497]

    CERTIFICATE ON CORPORATE GOVERNANCE

The Board of Directors

M/s Samrat Forgings Limited

Chandigarh

We have examined the compliance of conditions of Corporate Governance by M/s Samrat Forgings Limited for the year ended 31st March, 2015 as stipulated in clause 49 of Listing Agreement of the said Company with Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination is limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to best of our information and explanation given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned clause 49 of the Listing Agreement.

Based on records maintained and certified by the Company, there are no investor’s grievances pending against the Company for the period exceeding one month as at 31st March, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

                                                             Kanwaljit Singh Thanewal

Place: Chandigarh                                                                  Practicing Company Secretary

Date:  14.08.2015                                                                                                         FCS 5901                                    

OPERATIONAL REVIEW Through the constant efforts put by the directors and employees, the Company has achieved a gross sales turnover of Rs. 7608.72 (including excise) during the year ended on March 31, 2015 as against gross sales turnover of Rs. 8630.42 Lacs (including excise) during the corresponding previous financial year ended on 31st March, 2014. The company has earned profit of Rs. 10.08 Lacs (after tax) as compared to the previous year’s figure of Rs. 105.02 Lacs. The sales turnover of the Company (including excise) is decreased by 11.84% in comparison of previous year due to sudden drop in demand during second half of the year. Demand has since picked up from April 2015 onwards. Your directors putting constant efforts to further increase the production, sales and profitability and expecting to post improved results during the year 2015-16. FUTURE PROSPECTS/ EXPANSION The Company is endeavored to upgrade its production base by installing latest technology machines. The Company has set up a new crank shaft division at its Unit II to enlarge its production capacity. Further machinery is proposed and planned to be installed in its forging as well as machining unit to meet with the demand of its products by the existing and new customers. The company has added new valued customers in its customer list and it is expected that it will certainly be beneficial for the business growth of the Company in the coming years. The company is regularly conversing with its bankers and other financial institutions to provide financial assistance for the expansion in production facilities and it is expected that with the installation of new machinery and by up gradation of technology, the production level and sales would be further improved in the coming years

A. CONSERVATION OF ENERGY (i) Steps taken or impact on conservation of energy; The Company continues its efforts to improve methods for energy conservation and utilization by more usage of electricity purchased from PSPCL and by close watch and regular inspection of the installed equipments and maintenance of the same. (ii) Steps taken by the company for utilizing alternate sources of energy; Appropriate actions have been taken for improved efficiency of own generation by usage of diesel generators only for emergencies and as stand by. Also, an intensified vigil on wastage/leakage control has been kept by the company to mitigate the wastage of resources. (iii) Capital investment on energy conservation equipments; Adequate steps have been taken to keep the installed energy conservation equipments in prompt conditions. Exact expenditure incurred in this process is not ascertainable. Disclosure of particulars with respect to conservation of energy Power & Fuel consumption Year Ended 31.03.2015Year Ended 31.03.2014 1Electricity a. Purchase Unit in Lacs52.0454.28 Total AmountRs. in lacs413.54421.11 Average Cost per unitRs.7.957.76 b. Own Generation Unit in Lacs3.464.72 (Through diesel generation) Unit per Ltr. of Diesel Units3.253.30 Cost per UnitRs.16.4715.20 2Furnace Oil / R.F.O./ L.D.O. Quantity KL12381402 AmountRs. in lacs468.85603.48 Average Rates per Ltr.Rs.37.8743.04 3Consumption per unit of prod. 1. Electricity PurchasedUnits853.62768.73 2. Electricity Generated Units56.7766.78 3. Furnace Oil/ R.F.O./L.D.O.Ltrs. 203.07198.57 4. Production MT60966993

TECHNOLOGY ABSORPTION Disclosure of particulars with respect to technology absorption:- Efforts: Efforts have been made towards development of products of international quality and implementation of total Quality Assurance System for this purpose. Benefits: As a result of the above said technology absorption, the Company has derived benefits like improvement in quality of products, development of new components etc. Research & Development: Adequate efforts have been made towards quality up-gradation, development of wide range of products/components, productivity enhancement and quality control management. However, specific expenditure of recurring or capital nature is not involved.

FOREIGN EXCHANGE EARNINGS AND OUTGO 2014-15 (Rs in lakhs)2013-14 (Rs in lakhs) Earnings on account of Exports 312.56 350.31 Outgo on account of import & expenditure 0.83-

DIRECTORS’ RESPONSIBILITY STATEMENT In terms of Section 134(5) of ht Companies Act, 2013, the directors report that: (i) In the preparation of the annual accounts, the applicable accounting standards have been followed. (ii) 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 financial year and of the profit & loss of the Company for the year under review. (iii) The directors have taken proper & 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) The directors have prepared the annual accounts on a going concern basis. (v) 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. (vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.