CLUTCH AUTO Directors Report

Dear Shareholders, 

The Directors have pleasure in presenting their 44th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company
(Standalone)

(Rs. in lacs)

Particulars 2014-2015 2013-14

Net Sales 3893.33 3059.85

Profit /(Loss)
Before Interest
and Depreciation (2968.20) (2174.60)

Finance Charges 0.84 2103.56

Gross Profit/(Loss) (2969.04) (4278.16)

Provision for
Depreciation 1922.50 355.22

Exceptional Item 13229.53 8871.28

Net Profit /(Loss)
Before Tax (18121.09) (13504.69)

Provision for Tax (47.39) (207.69)

Net Profit/(Loss)
After Tax (18073.70) (13296.99)

2. Brief description of the Company''s working during the year/State of
Company''s affair During the year under report, your Company has
registered Net Sales of Rs.38.93 Crores in comparison Rs.30.60 Crores
for the financial year 2013-14 depicting an increase of 27.26% YOY
basis. This net sales ha been achieved despite all difficulties being
faced by the company at this moment. With no support from any of th
Banks in the form of working capital, your company has achieved this
feat with mere working capital and effective utilizing its customer
base and Vendors simultaneously.

As lot much construction work is to be done and plant & machineries are
to be installed at Bhiwadi Plant entailing huge capital expenditure and
with no sign of any substantial foreseeable funds in near future, your
company ha managed to maintain the existing royal customers'' confidence
intact and has kept the hope of revival of the company alive. Apart
from strong hold in the replacement market, your company has been able
to add few OE Customers for the existing plant which is a substantial
achievement for the company in such a scenario. You company is very
much hopeful to replicate this performance in coming years and with the
infusion of proper working capital in the system, your company will be
able to garner a much larger share in the Clutch Industry.

During the year under report, your company has registered itself with
Board for Industrial & Financial Reconstruction (BIFR) as the net worth
of the Company got eroded in the financial year 2013-14. The Board
formed the Opinion for registering the Company in BIFR in its meeting
dated 14th August 2014, and get the Company registered on 18th November
2014 with BIFR as a Sick Company pursuant to provisions of the Sick
Companies (Special Provisions) Act, 1985 seeking revival of the
company.

3. Change in the nature of business, if any There is no change in the
nature of business.

4. Dividend

In view of huge losses, your Board is not in a position to declare any
dividend for the financial year 2014-15.

5. Reserves

Pursuant to huge losses incurred by the Company its net worth got
eroded in consequence thereof and was forced to registered with BIFR,
Delhi for its revival.

6. Change of Name

There is no change in the name of the Company.

7. Share Capital

Your Company has not issued any fresh or further capital during the
financial year under report. The paid up capital of the Company is
Rs.1876.04 Lakhs.


8. Directors and Key Managerial Personnel

Ms. Pooja Kapur, Director retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer herself for reappointment.

9. Meetings

During the financial year ended 31st March 2015, six Board Meetings
were 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.

10. Board Evaluation

Pursuant to the provisions of Section 149 read with Schedule IV of the
Companies Act, 2013 and conditions of Corporate Governance, the
Independent Directors in their separate meeting held on 31st March 2015
had reviewed the performance of the members of the Board, the Board as
a whole and the Chairman of the Company after taking into accounts the
prevailing situation of the Company, expressed satisfaction over the
affairs of the Company. Measures taken to revive the Company were
discussed. The Performance criteria of Independent Directors have been
laid down as per Clause 49-II(B) (5) of the Listing Agreement in
consonance with Para VIII of Schedule IV of the Companies Act, 2013.

11. Declaration by an Independent Director(s) and re- appointment, if
any Your directors would like to confirm that all Independent Directors
of the Company have given their declarations 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.

12. Remuneration Policy & Particulars of Employees:

The Board has to, on the recommendation of the Nomination &
Remuneration Committee, appoint directors, if any, and to decide
remuneration along with senior personnel''s. A separate note has been
given in the Corporate Governance Report.

Managerial Remuneration & Particulars of Employees:

No Remuneration was drawn by all Non-executive and Executive Director
during the year except reimbursement by Executive Director.

Since no remuneration except reimbursement has been drawn either by
Managing Director or any other Director, provisions of Sub section 12
of Section 197 is not applicable to us.

However, the information required pursuant to Section 197 read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, will be
provided upon request. In terms of Section 136 of the Act, the Report
and financial statements are being sent to the members and others
entitled thereto, excluding the information on employees particulars
which is available for inspection by the members at the Registered
Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member may write
to the Company in this regard.

Particulars of Employees

Sub Rule 2 of Rule 5 of Companies (Appointment & Remuneration of
Managerial Personnel) 2014 is not applicable to us as no employee falls
into this category.

13. Details of Subsidiary/Joint Ventures/Associate Companies

There is no Subsidiary/Joint Ventures/Associate Companies related to
the Company.

14. Auditors

The Auditors, M/s S C Garg & Associates, Chartered Accountants, New
Delhi retire at the ensuing Annual General Meeting and, being eligible,
offer themselves for reappointment for a period of one year from the
conclusion of this Annual General Meeting [AGM] till the conclusion of
next AGM.

15. Auditors'' Report

Notes to Accounts and Auditors remarks in their report are
self-explanatory and do not call for any further comments.

Regarding observation made by the Auditors regarding non-provisioning
of interest on Working Capital and Term Loans being availed by the
company at present, such stand has been taken by the Management as per
the relevant Circulars of Reserve Bank of India which debars banks for
charging interest on NPAs Accounts. However, Banks are free to book
interest in their memorandum account but in our case as all the Bank
Accounts have turned into NPA and all the represented assets against
such liabilities wiped out. The Management has decided not to make
provision for interest in the books as the Company is not in a position
to pay any interest.

16. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. D K
Dubey & Associates, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure III t this report. The relevant
observations made by the Secretarial Auditor in its report is
self-explanatory and do not call for an further comments.

17. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors an employees to report
genuine concerns has been established.

18. Risk management policy

Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of
Committee and other details are also set out in the Corporate
Governance Report forming part o the Board''s Report.

The Risk Management Committee has specified certain broad areas to be
looked into regularly so that minimization of risk can be achieved in
view of the current situation of the Company as the operations of the
Company are not at large scale.

19. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management an Administration) Rules, 2014,
an extract of annual return in MGT 9 as a part of this Annual Report as
ANNEXURE I .

20. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company''s operations in future.

As the Company has registered itself with BIFR, certain legal
proceedings against the Company have been stopped in view the
provisions of Section 22 of SICA (Special Provisions) Act 1985.

There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations. However, in line with the
requirement of Clause 36 of the listing Agreement read wit guidance
note issued by the Stock Exchanges, the Company has reported all the
major cases / litigation matters etc. from time to time to the Stock
Exchanges.

21. Deposits

During year under report your Company has not accepted/invited any
Deposits.

22. Particulars of loans, guarantees or investments under section 186
There is nothing to report under the above mentioned clause

23. Material changes and commitments, if any, 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 the report No material changes have occurred after the
closure of the financial year and to the date of report which affects
the financial position of the Company.

24.Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.

The Company has made adequate arrangements for internal financial
controls with reference to the Financial Statements.

25.Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements to be entered into by
the Company with related parties referred to in sub section (1) of
section 188 of the Companies Act, 2013 including arm''s length
transactions have been entered into.

26.Corporate Governance Certificate The Compliance certificate from a
practicing company secretary regarding compliance of conditions of
corporate governance as stipulated in Clause 49 of the Listing
agreement is annexed with the report.

27.Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March 2015.

28.Obligation of company under the sexual harassment of women at work
place (Prevention, prohibition an redressal) act, 2013

In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Work place (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013.
Under the said Act ever company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.

Your Board has took note of the same and is determined to prevent any
such complaints. We believe in providing dignified environment to
working ladies. However, pursuant to shifting of plant to a remote
area, lady staffs have left the Company.

29. Conservation of energy, technology absorption and foreign exchange
earnings and outgo The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows:

1. Conservation of energy

The Company is continuously putting its efforts to improve Energy
Management by way of monitoring energy related parameters on regular
basis. It is putting best endeavor to reduce energy consumption in all
its operations and activities.

Energy Conservation Measures Taken

1) Energy efficient LED lamps installed in Production Halls.

2) Strict Administrative measures have been adopted to save/control the
utilization of electricity by switching off the Lamps & Fans before &
after the Production & duty timings.

2. Technology absorption, adaption and innovation

A. Research & Development (R & D) Due to shifting of machinery from
Faridabad to Bhiwadi & other issues, no special initiative was taken
for Research & Development.

B. Technology absorption No initiative could be taken on this front
also. Additional investment & proposals, if any, for reduction of
conservation of Energy Since our company has recently shifted to
Rajasthan and running under huge losses, the Company is not in a
position to make any additional investment in this regard.


30. Directors'' Responsibility Statement

The Directors'' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that?

(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

(b) Such accounting policies as mentioned in the notes to the financial
statements have been selected and applied them

consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March 2015 and the profit and loss of the
company for the financial year ended 31st March 2015;

(c) proper and sufficient care has been taken 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;

(d) the annual accounts have been prepared on a going concern basis;
and

(e) Proper internal financial controls have been followed by the
company and that such internal financial controls are adequate and were
operating effectively and

(f) proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
effectively.

31. Transfer of Amounts to Investor Education and Protection Fund Your
Company did not have any funds lying unpaid or unclaimed for a period
of seven years.

Therefore there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).

32. Listing with stock exchanges:

The Company is in the process of paying the Annual Listing Fees for the
year 2015-2016 to NSE and BSE where the Company''s Shares are listed.

33. Acknowledgements

The Directors express their gratitude to all the Concerned Stakeholders
for their co-operation extended to the Company.

For and on behalf of the Board of Directors

Place: New Delhi

Date: 30.05.2015 Vijay Krishan Mehta

Managing Director

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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