Mar 31, 2018
Dear Members,
The Directors present their 31st Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year 2017-18 are given hereunder:
(Rs. in Lakh)
Particulars |
Year ended 31.3.2018 |
Year ended 31.3.2017 |
Sales including excise duty/Income including Job work operations |
96729.01 |
114907.79 |
Operating Profit(EBITDA) |
3011.09 |
3774.91 |
Finance Costs |
1674.43 |
1900.44 |
Provision for Depreciation |
840.68 |
1836.29 |
Profit /(Loss) before tax & exceptional items |
495.98 |
38.18 |
Exceptional Items |
-76.53 |
- |
Current tax |
- |
-3.25 |
Profit /(Loss) after Tax |
419.45 |
34.94 |
Items not to be classified to statement of profit or Loss in subsequent years |
88.70 |
-5.86 |
Exceptional Items |
-76.53 |
- |
Total comprehensive income |
508.15 |
29.07 |
2. INDIAN ACCOUNTING STANDARDS (Ind AS)
In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2017. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014 Accordingly the Company has adopted Indian Accounting Standard ("Ind AS") with effect from 1st April 2017 with the transition date of 1st April 2016 and the financial Statements for the year ended 31st March 2018 has been prepared in accordance with Ind AS. The financial statements for the year ended 31st March 2017 have been restated to comply with Ind AS to make them comparable.
The effect of the transition from IGAAP to Ind AS has been explained by way of an reconciliation in the Financial Statements.
3. CHANGE IN THE NATURE OF BUSINESS
There was no material change in the nature of business of the Company during the year.
4. OPERATIONS
During the year under review, the gross revenue has reduced to Rs. 99682.86 lakh as against Rs. 115911.90 lakh in the previous year. The performance of the Company was low in last year due to inadequate supply of raw material. The Company had entered into long term arrangements with Sikkim Ferro Alloys Ltd and Trison Impex for long term benefits of the Company but unexpectedly Sikkim Ferro Alloys Ltd and Trison Impex are not performing. This had a negative effect on performance. The Company has adopted useful life method for calculation of depreciation under IND AS which has resulted in reduction of depreciation expenses.
5. DIVIDEND
Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares during the year under review. However, your Directors are pleased to recommend a Final Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31st March, 2018, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2017-18. The final dividend amounting to Rs. 75,513/- on total paid up preference shares inclusive of tax on distributed profits.
6. FINANCE:
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2018 was Rs. 3980.81 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
(ii) Fixed Deposits
The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.
(iii) Particulars of loans, guarantees or investments
The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.
7. CORPORATE SOCIAL RESPONSIBILITY:
The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed 9.46 lakhs for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli town area, distribution of books, note books, scholarship to brilliant students & food and medicine help to poor in khopoli village etc.
8. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.
9. RISK MANAGEMENT POLICY:
The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.
10. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:
The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 30th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D in Form No. AOC 2. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.indiasteel.in under the head âInvestor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
12. DIRECTORS
(i) Appointment
Mr. Varun Gupta (DIN: 02938137) has been appointed as "Whole Time Director" of the Company subject to approval of the shareholders of the Company for a period of 3 years with effect from 1st July, 2018. The details of the Director are given in the Corporate Governance Report as well as in the Notice of the Annual General meeting.
In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar Gupta & Mr. Deepak Kumar Gaur retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.
Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.
(ii) Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.
(iii) Board Meetings
During the year, Six (6) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
(iv) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.
(v) Audit Committee Policy
The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.
13. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:
I. That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. That such accounting policies, as mentioned in the Financial Statements as âSignificant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
III. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. That the annual financial statements have been prepared on a going concern basis;
V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
VI. That proper system''s to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
14. AUDITORS
(i) Statutory Auditors & Audit Report
M/s Thanawala & Company, Chartered Accountants, the Auditors of the company who hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company and have given their resignation. M/s Laxmikant Kabra & Co., Chartered Accountants have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company, which is subject to Shareholders'' approval. The Board of Directors has proposed the appointment of M/s Laxmikant Kabra & Co., Chartered Accountants as the statutory Auditor of the company, subject to shareholder approval, pursuant to section 139 of the Companies Act, 2013 (subject to the ratification of their appointment at every AGM of the company), to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.
There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
(ii) Cost Auditors
The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai under section 148 of the Companies Act, 2013 for conducting the audit of cost records of the Company for the financial year ending 31st March, 2019. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is suitable included in the notice calling the Annual General Meeting of the Company. The Cost Auditor have further confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013.
(iii) Secretarial Auditor & Audit Report
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 Mrs. Deepika Arora (ACS 29794 & CP No. 11355) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial auditor in her report.
(iv) Branch auditor:
The Company has branch outside India and may also open/acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches, subject to approval of shareholders.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time. Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The transactional controls built into the ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.
Kindly refer to the write-up in the section Management Discussion and Analysis.
16. EXTRACT OF THE ANNUAL RETURN:
The extract of the annual return in Form No. MGT - 9 annexed as "Annexure-Bâ forms part of the Board''s report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in "Annexure - Câ as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.
18. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2017-18.
19. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
20. CORPORATE GOVERNANCE:
The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report.
21. PARTICULARS OF EMPLOYEES:
During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the 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 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure Fâ.
22. INDUSTRIAL RELATIONS:
During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.
23. ACKNOWLEDGEMENTS:
The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED
Ashwinkumar H. Gupta
Place: Mumbai Chairman
Date: 28th May, 2018 DIN: 00010850
Mar 31, 2017
Dear Members,
The Directors present their 30th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2017.
1. FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year 2016-17 are given hereunder:
(Rs. in Lakh)
Particulars |
Year ended 31.3.2017 |
Year ended 31.3.2016 |
Sales including excise duty/Income including Job work operations |
1,03,845.50 |
58,388.74 |
Operating Profit(EBITDA) |
3,404.96 |
3,007.82 |
Finance Costs |
947.98 |
985.72 |
Provision for Depreciation |
1,832.13 |
1,791.98 |
Profit /(Loss) before tax & exceptional items |
620.69 |
225.95 |
Current tax |
183.05 |
178.03 |
Profit /(Loss) after Tax |
800.50 |
403.99 |
Brought forward profit/ (loss) from last year |
(19,121.47) |
(19,524.69) |
Exceptional Items |
- |
- |
Balance carried forward to Balance Sheet |
(18,321.74) |
(19,121.47) |
2. CHANGE IN THE NATURE OF BUSINESS
There was no material change in the nature of business of the Company during the year.
3. OPERATIONS
During the year under review, the gross revenue from operations increased to Rs.1,03,845.50 lakh as against Rs.58,388.74 lakh in the previous year which indicates the rise by 77.85% mainly due to focus on production activities and trading business. The operating profit (EBITDA) improved to Rs.3,404.96 Lakh as against Rs.3,007.82 Lakh in the previous year by 13.20% The net profit after tax for the year was Rs.800.50 lakh as against profit of Rs.403.99 lakh in the previous year, indicating an increase of 98.14%.
4. DIVIDEND
Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, your Directors are pleased to recommend a Final Dividend @ 0.01% on total paid up Preference share capital of the company for the financial year ended 31st March, 2017, payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date for the Financial Year 2016-17. The final dividend amounts to Rs.75,513/- on total paid up preference shares inclusive of tax on distributed profits.
5. FINANCE:
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2017 was Rs.3980.80 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
(ii) Fixed Deposits
The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.
(iii) Particulars of loans, guarantees or investments
The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.
6. CORPORATE SOCIAL RESPONSIBILITY:
The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed '' 4,67,000/for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli town area, distribution of books & note books, scholarship to brilliant students etc.
7. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.
8. RISK MANAGEMENT POLICY:
The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.
9. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:
The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 29th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D in Form No. AOC 2. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www.indiasteel.in under the head âInvestor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
11. DIRECTORS
(i) Appointment
Mr. Sudhir H. Gupta (DIN: 00010853) have been appointed as "Managing Director" of the Company subject to approval of the Shareholders of the Company for a period of 3 years with effect from 1st October, 2016. Mr. Deepak Kumar Gaur (DIN 07636636) has been appointed as an Additional Director of the Company w.e.f. 9th November, 2016, subject to approval of Shareholders at the Annual General Meeting. Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.
In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar Gupta & Mr. Varun Gupta retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.
Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.
Mrs. Dipti Vartak (FCS - 9057) was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12th August, 2016.
(ii) Resignation
Mr. Rahul Yenurkar, has been resigned from the office of Director of the Company effective 12th August, 2016. The Board places on record its appreciation of the services rendered by Mr. Rahul Yenurkar during his tenure as a Director.
(iii) Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation was been carried out has been explained in the Corporate Governance Report.
(iv) Board Meetings
During the year, five (5) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
(v) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.
(vi) Audit Committee Policy
The Board has, on the recommendation of the Audit committee, framed a policy for selection, appointment and remuneration of Statutory Auditors and internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.
12. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:
I. That in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. That such accounting policies, as mentioned in the Financial Statements as âSignificant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
III. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. That the annual financial statements have been prepared on a going concern basis;
V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
VI. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
13. AUDITORS
(i) Statutory Auditors & Audit Report
The Company has received a letter from M/s. Thanawala & Co., Chartered Accountants regarding their eligibility for the appointment as statutory Auditors of the Company. The said auditor will be appointed subject to approval of shareholders at ensuing Annual General Meeting for the term of 2 years i.e till the conclusion of 32nd Annual General Meeting to be held in the year 2019. The shareholders at the ensuing Annual General Meeting will consider reappointment of the Statutory Auditors.
There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
(ii) Cost Auditors
The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai under section 148 of the Companies Act, 2013 for conducting the audit of cost records of the Company for the financial year ending 31st March, 2018. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is suitable included in the notice calling the Annual General Meeting of the Company. The Cost Auditor have further confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013.
(iii) Secretarial Auditor & Audit Report
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 Mrs. Deepika Arora (ACS 29794 & CP No. 11355) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". There is no qualification, reservation or adverse remark or disclaimer made by the Secretarial auditor in her report.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time. Your Company uses ERP Systems as a business enabler and also to maintain its Books of Account. The transactional controls built into the ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.
Kindly refer to the write-up in the section Management Discussion and Analysis.
15. EXTRACT OF THE ANNUAL RETURN:
The extract of the annual return in Form No. MGT - 9 annexed as "Annexure-Bâ forms part of the Board''s report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in "Annexure - Câ as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.
17. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual harassment Policy in line with the requirements of the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2016-17.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
19. CORPORATE GOVERNANCE:
The Company has implemented the provisions of Chapter IV of SEBI (LODR), 2015 relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof is given as annexure to this report.
20. PARTICULARS OF EMPLOYEES:
During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the 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 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as "Annexure Eâ.
21. INDUSTRIAL RELATIONS:
During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.
22. ACKNOWLEDGEMENTS:
The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, and Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED
Ashwinkumar H. Gupta
Chairman
DIN: 00010850
Place: Mumbai
Date: 30th May, 2017
Mar 31, 2016
DIRECTORSâ REPORT
Dear Members,
The Directors present their 29th Annual Report and the Company''s Audited Accounts for the financial year ended 31st March, 2016.
1. FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year 2015-16 are given hereunder:
(Rs. in Lakhs)
Particulars |
Year ended 31.3.2016 |
Year ended 31.3.2015 |
Sales including excise duty/Income including Job work operations |
58388.74 |
51296.63 |
Operating Profit(EBITDA) |
3003.65 |
2841.59 |
Finance Costs |
985.72 |
1102.95 |
Provision for Depreciation |
1791.98 |
1530.88 |
Profit /(Loss) before tax & exceptional items |
225.95 |
207.76 |
Current tax |
178.03 |
4.30 |
Profit /(Loss) after Tax |
403.99 |
212.06 |
Brought forward profit/ (loss) from last year |
(19524.69) |
(19736.75) |
Exceptional Items |
- |
- |
Balance carried forward to Balance Sheet |
(19121.47) |
(19524.69) |
2. OPERATIONS
During the year under review, the gross revenue increased to Rs.58,388.74 lakh as against Rs.51296.63 lakh in the previous year by 13.82% mainly due to focus on production activities, operating profit (EBITDA) improved to Rs.3003.65 Lakh as against Rs.2841.59 Lakh in the previous year by 5.70% The profit after tax for the year was Rs.403.99 lakh as against Rs.212.06 lakh in the previous year, indicating an increased of 47.51%.
3. DIVIDEND
Keeping in view the need for strengthening financial soundness of the company and considering accumulated losses, the Directors regret their inability to declare any dividend on Equity Shares of the Company during the year under review. However, the Company has paid interim dividend on it''s preference share.
4. FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2016 was Rs.3980.80 Lakh. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
(ii) Fixed Deposits
The Company has not accepted any deposits from the shareholders or public under applicable provisions of the Companies Act 2013 or rules made there under.
(iii) Particulars of loans, guarantees or investments
The company has not provided any loan or guarantee directly or indirectly to any person or body corporate, during the year under review. The Company also has not invested in the securities of any other Company during the year under review.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company believes in development which is beneficial for the society at large and to practice the corporate values through commitment to grow in socially and environmentally responsible way while meeting the interest of our stake-holders. During the year, the Company voluntarily has undertaken CSR initiatives and contributed '' 380,200/for educational support to underprivileged students from poor town, remote rural and conflict afflicted communities in Khopoli Town area. Distribution of books & note books, scholarship to brilliant students etc.
6. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle-Blower Policy, whereby employees are free to report violations of laws, rules, and regulations, or unethical conduct to the Audit Committee. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. During the year the Audit Committee has not received any reference under the policy.
7. RISK MANAGEMENT POLICY
The Company has a risk management policy to identify, mitigate elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors and senior management team assess the operations and operating environment to identify potential risks and take necessary mitigation actions.
8. RELATED PARTIES CONTRACTS OR ARRANGEMENTS:
The Company has made materially significant Related Party Transactions, as approved by the non-interested shareholders at the 28th Annual General meeting of the Company. Further the said material related Party Transactions made during the year under review were on an arm''s length basis and in the ordinary course of business. Required disclosures are made in Annexure-D. On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company www. India steel. in under the head âInvestor Relations'' and the weblink is provided in the Corporate Governance Report. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the legal and accounting requirements.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
10. DIRECTORS
(i) Appointment
Ms. Riddhi Shah have been appointed as additional Director independent of Management (in the category of Independent Directors) subject to approval of the Share holders of the Company for a period of 5 years with effect from 25th May, 2016. The strategic investor of the company has appointed Mr. Anant Badjatya on the Board of Directors of the company as it''s nominee director in place of Mr. Mahesh Sheregar Further the details of the above Directors are given in the Corporate Governance Report as well as in the Notice of the Annual General Meeting.
In accordance with the provisions of the Companies Act, 2013 in accordance with the Articles of Association of the Company Mr. Ashwinkumar H. Gupta & Mr. Varun Gupta retires from office by Rotation, and being eligible, offers themselves as provided in the notice are eligible for reappointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 (1) (B) of SEBI (LODR), 2015.
Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting seeking your approval to the aforesaid appointments.
(ii) Resignation
Mr. Mahesh Sheregar, has resigned from the office of Director of the Company effective 25th May, 2016. The Board places on record its appreciation of the services rendered by Mr. Mahesh Sheregar during his tenure as a Director.
(iii) Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
(v) Board Meetings
During the year, four (4) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
(vi) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel in accordance with Section 178 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.
(vii) Audit Committee Policy
The Board has, on the recommendation of the Audit Committee, framed a Policy for selection, appointment and remuneration of Statutory Auditors and Internal Auditor in accordance with the Section 177 of the Companies Act, 2013. More details of the same are given in the Corporate Governance Report.
11. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:
I. That in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
II. That such accounting policies, as mentioned in the Financial Statements as âSignificant Accounting Policies'' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
III. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. That the annual financial statements have been prepared on a going concern basis;
V. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
VI. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
12. AUDITORS
(i) Statutory Auditors & Audit Report
The Company has received a letter from M/s. Thanawala & Co., Chartered Accountants regarding their eligibility for the appointment as statutory Auditors of the Company. The said auditors were appointed effective Annual General Meeting held on 28th September, 2015 for a period of 3 years subject to ratification at every Annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors.
There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
(ii) Cost Auditors
The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328) cost Accountants, Mumbai for conducting the audit of cost records of the Company for the financial year ending 31st March, 2017. Approval of the members by way of ordinary resolution ratifying the remuneration to be paid to the cost auditors is appropriate and shall be included in the notice calling the Annual general Meeting of the Company.
(iii) Secretarial Auditor & Secretarial Audit Report
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 M/s. Dipti Vartak & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - A". The qualifications /remarks made by the secretarial auditor addressed herein below:
a. The Company has appointed the CFO in the Board Meeting dated 25th May, 2016 subject to approval of members in the Annual general meeting.
b. The Company has appointed Ms. Riddhi Shah as an Independent Director on its Board of Directors with effect from 25th May, 2016.
13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Kindly refer to the write-up in the section Management Discussion and Analysis.
14. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 annexed as Annexure-B forms part of the Board''s report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has adopted the generally accepted technology for its products. Particulars regarding conservation of energy foreign exchange earnings and outgo are given in Annexure - C as required under The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 and forms part of this report.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2015-16.
17. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on the Management Discussion and Analysis forms part of this Report.
18. CORPORATE GOVERNANCE
The Company has implemented the provisions of chapter iv of SEBI (LODR), 2015. relating to the Corporate Governance requirements. A Report on Corporate Governance, the Report of Auditors Certificates thereof are given as annexure to this report.
19. PARTICULARS OF EMPLOYEES
During the year under review, the Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the 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 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure F
20. INDUSTRIAL RELATIONS
During the year under review, industrial relations at the Company''s unit continued to remain cordial and peaceful.
21. ACKNOWLEDGEMENTS
The Directors express their appreciation for co-operation and encouragement received from all the Shareholders, Business Associates, Dealers, Insurers, vendors, investors and bankers during the year. The Directors also place on record their appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED
Place: Mumbai Ashwinkumar H. Gupta
Date: 25th May, 2016 Chairman
DIN: 00010850
Mar 31, 2015
Dear Members,
The Directors present their 28th Annual Report and the Company's
Audited Accounts for the financial year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year
2014-15 are given hereunder:
(Rs. in Lacs)
Particulars Year ended Year ended
31.3.2015 31.3.2014
Sales including excise duty/Income
including Job work operations 51296.63 61322.72
Operating Profit(EBIDTA) 2841.59 1304.65
Finance Costs (1102.95) (1518.70)
Provision for Depreciation (1530.88) (1456.16)
Profit /(Loss) before tax &
exceptional items 207.76 (118..21)
Current tax (4.30) (2.48)
Profit /(Loss) after Tax 212.06 (1257.38)
Brought forward profit/ (loss)
from last year (19736.75) (18479.36)
Exceptional Items - (1136.69)
Balance carried forward to
Balance Sheet (19524.69) (19736.75)
OPERATIONS
During the year under review, though the gross revenue declined to Rs.
51296.63 lacs as against Rs. 61322.72 lacs in the previous year by
16.35% mainly due to strategic decision to reduce the lower margin and
working capital intensive trading activities and focus mainly on
production activities, operating profit (EBIDTA) improved to Rs.
2841.59Lacs as against Rs. 1304.65 Lacs in the previous year by 118%.
The net profit after tax for the year was ' 212.06 lacs as against loss
of Rs. 1257.37 lacs in the previous year;
DIVIDEND
Keeping in view the need for strengthening financial soundness of the
company and considering accumulated losses, the Directors regret their
inability to declare any dividend on Preference Shares as well as on
Equity Shares of the Company during the year under review.
FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2015 was Rs. 3980.80
Lacs. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity.
(ii) Fixed Deposits
The Company has not accepted any deposits from the shareholders or
public under applicable provisions of the Companies Act 2013 or rules
made there under.
(iii) Particulars of loans, guarantees or investments
During the year under review, the inter-corporate loans of Rs. 3.83
lacs has been refunded to the Company on 25th day of May,2015 and no
other loan is outstanding. The company has also not provided any loan
or guarantee directly or indirectly to any person or body corporate,
during the year under review. The Company also has not invested in the
securities of any other Company during the year under review.
(iv) Revaluation of Assets
During the year company has revalued factory land at Khopoli by Rs.
7413. 22 Lacs.
CORPORATE SOCIAL RESPONSIBILITY
The Company believes in development which is beneficial for the society
at large.As per the relevant provisions of the Companies Act, 2013, the
Company is not required to incur any expenditure in pursuance of CSR
Policy.
The Company has voluntarily incurred Rs. 4.75 Lacs making Donation for
educational support to underprivileged students from poor town ,remote
rural and conflict afflicted communities In Khopoli Town Area,
Distrubution of Books & Note Book etc.,Blood Donation Camp, Scholership
to Brilliant Students etc.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Company has adopted a Whistle-Blower Policy,
whereby employees are free to report violations of laws, rules, and
regulations, or unethical conduct to the Audit Committee. The details
of the Whistle Blower Policy are explained in the Corporate Governance
Report and also posted on the website of the Company can be accessed at
http://www.indiasteel.in/pdfs/
Vigil%20Mechanism%20Policy%20&%20Whistle%20Blower%20Mechanism.pdf.
During the year the Audit Committee has not received any reference
under the policy.
RISK MANAGEMENT POLICY
The Company has a risk management policy to identify, mitigate elements
of risk, if any, which in the opinion of the Board may threaten the
existence of the company. The Board of Directors and senior management
team assess the operations and operating environment to identify
potential risks and take necessary mitigation actions.
RELATED PARTIES CONTRACTS OR ARRANGEMENTS:
The Company has made materially significant Related Party Transactions,
as approved by the non-interested shareholders at the 27th Annual
General meeting of the Company. Further the said material related Party
Transactions made during the year under review were on an arm's length
basis and in the ordinary course of business. Required disclosures are
made in Annexure-D. On the recommendation of the Audit Committee, the
Board of Directors has adopted a policy on Related Party Transactions,
which is also uploaded on the website of the Company www.indiasteel.in
under the head 'Investor Relations' and the weblink is provided in the
Corporate Governance Report. The Policy envisages the procedure
governing related party transactions required to be followed to ensure
compliance with the applicable laws and regulations as well as to
ensure that the Related Party Transactions are managed and disclosed in
accordance with the legal and accounting requirements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
DIRECTORS
(i) Appointment
Mr.T.R Bajalia, Mr. Gaurav Chhabria have been appointed as additional
Directors independent of Management (in the category of Independent
Directors) subject to approval of the Share holders of the Company are
proposed for appointment as Independent Directors for a period of 5
years with effect from 13th february,2015. The Board has also appointed
Mr. S. P. Khosla, existing Independent Director for a period of 2 years
with effect from 13th february,2015 subject to the approval of the
Share holders of the Company. The Board has also appointed Mrs. Kavita
R. Joshi additional Director independent of Management (in the category
of Independent Directors) subject to approval of the Share holders of
the Company is proposed for appointment as Independent Directors for a
period of 5 years with effect from 30th May, 2015. Further the details
of the above Directors are given in the Corporate Governance Report as
well as in the Notice of the Annual General Meeting.
In accordance with the provisions of the Companies Act, 2013 the
Directors Liable to retire by Rotation as provided in the notice are
eligible for reappointment.
All Independent Directors have given 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.
Attention of the Members is invited to the relevant items in the Notice
of the Annual General Meeting seeking your approval to the aforesaid
appointments.
(ii) Resignation
Mr.Neeraj D. Agarwala, has been resigned from the office of Independent
Director of the Company effective 12th February,2015. The Board places
on record its appreciation of the services rendered by Mr. Neeraj D.
Agarwala during his tenure as a Director.
(iii) Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Nomination
& Remuneration Committee. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
(v) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a Policy for selection, appointment and remuneration
of Directors and Key Managerial Personnel. More details of the same are
given in the Corporate Governance Report.
(vi) Board Meetings
During the year, five (5) Board Meetings and four (4) Audit Committee
Meetings were convened and held. The details 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
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of the Section 134(3)(c) of the Companies
Act, 2013:
I. That in the preparation of the annualfinancial statements for the
year ended March31, 2015, the applicable accounting standardshave been
followed along with properexplanation relating to material departures,
ifany;
II. That such accounting policies, as mentioned in the Financial
Statements as 'Significant Accounting Policies' have been selected and
applied consistently and judgments and estimates have been made that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at March 31,2015 and of the profit
of the Company for the year ended on that date;
III. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
IV. That the annual financial statements have been prepared on a going
concern basis;
V. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
VI. That proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating
effectively.
AUDITORS
(i) Statutory Auditors & Audit Report
The Company has received a letter from M/s. Thanawala& Co., Chartered
Accountants regarding his eligibility for the appointment as statutory
Auditors of the Company. The said auditor was appointed effective
Annual General Meeting held on 8th September, 2014 for a period of 3
years subject to ratification at every Annual general meeting. The
shareholders at the ensuing annual general meeting will consider
ratification of the appointment of the Statutory Auditors.
There are no qualification, reservation or adverse remark or disclaimer
made by the auditor in his report.
(ii) Cost Auditors
The Board has appointed M/s. Vishesh N. Patani (Membership No. 30328)
cost Accountants, Mumbai for conducting the audit of cost records of
the Company for the Financial year ending 31st March, 2016. Approval of
the members by way of ordinary resolution ratifying the remuneration to
be paid to the cost auditors is suitable included in the notice calling
the Annual general Meeting of the Company.
(iii) Secretarial Auditor & Audit Report
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 M/s. V.M. Kundaliya&
Associates, a firm of Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
is annexed herewith as "Annexure - A". The qualifications /remarks made
by the secretarial auditor addressed herein below:
a. The Company has shortlisted a candidate and shall appoint the CFO by
end of September, 2015.
b. The Board has appointed an independent women Director on 30th day of
May, 2015 subject to approval of the share holders in the ensuing
Annual general Meeting.
c. The Company had granted loans of Rs. 3.83 Lakhs to entities in which
the Directors are interested, which has been refunded on 25th, May,
2015.
d. The prescribed form MGT-15 was under filling.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Kindly refer to the write-up in the section Management Discussion and
Analysis.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 annexed as
Annexure-B forms part of the Board's report. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has adopted the generally accepted technology for its
products. Particulars regarding conservation of energy foreign exchange
earnings and outgo are given in Annexure - C as required under The
Companies Act,2013 read with The Companies (Accounts) Rules, 2014 and
forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on the Management Discussion and Analysis forms part
of this Report.
CORPORATE GOVERNANCE
The Company has implemented the provisions of Clause 49 of the Listing
Agreement relating to the Corporate Governance requirements. A Report
on Corporate Governance, the Report of Auditors Certificates thereof
are given as annexure to this report.
PARTICULARS OF EMPLOYEES
During the year under review, the Company has not employed any
individual whose remuneration falls within the purview of the limits
prescribed under the provisions of Section 197 of the Companies Act,
2013, read with Rule 5(2) of the 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 and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are annexed as Annexure E to this Report.
INDUSTRIAL RELATIONS
During the year under review, industrial relations at the Company's
unit continued to remain cordial and peaceful. ACKNOWLEDGEMENTS
The Directors express their appreciation for co-operation and
encouragement received from all the Shareholders, Business Associates,
Dealers, Insurers, vendors, investors and bankers during the year. The
Directors also place on record their appreciation of the contribution
made by our employees at all levels. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors of
INDIA STEEL WORKS LIMITED
Ashwinkumar H. Gupta
Chairman
Place: Mumbai
Date: 30th May, 2015
Mar 31, 2014
Dear Members,
The Directors present their 27th Annual Report and the Company''s
Audited Accounts for the financial year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars Year ended Year ended
31.3.2014 31.3.2013
Sales including excise
duty/Income including
Job work operations 67102.01 79300.17
EBIDTA 1304.65 1765.21
Finance Costs (1518.70) (1446.69)
Provision for Depreciation (1456.16) (1397.72)
profit /(Loss) before
tax & exceptional items (1670.21) (1079.19)
Current tax (2.48) (1.50)
Brought forward profit/
(loss) from last year (18479.36) (17398.30)
Exceptional Items 415.30 (0.37)
Balance carried forward
to Balance Sheet (19736.75) (18479.37)
OPERATIONS
During the year under review the Company has achieved a sales turnover
of Rs. 67102.01Lacs as against a turnover of Rs. 79300.17Lacs in the
previous year. The Operating profit before Finance costs and
Depreciation amounted to Rs.1304.65 Lacs (previous year Rs.1765.21
Lacs). The loss for the year stood Rs.1257.38 Lacs as against
Rs.1081.06 Lacs in the previous year.
DIVIDEND
Considering the current and accumulated losses, the Directors regret
their inability to declare any dividend on Preference Shares as well as
on Equity Shares of the Company.
EXPORTS
During the period in report, the Company participated in various
International trade fairs and was able to reach out to new and
established customers. The entire product line of the Company continues
to be well accepted by the quality conscious markets. Other than
indirect exports, channeled through Traders and other fnishing line
manufacturers, during the year, the Company directly earned equivalent
to Rs.1148.70 Lacs on exports made on FOB basis compared to exports of
Rs.57.67 Lacs in the previous year.
FINANCE
Since 2012, the Company has paid off all the Lenders under the CDR
Scheme of the Company and received ''No Dues Certifcates''. The
Preference shares issued under CDR Scheme are due for redemption from
September 2017 onwards only. However, adequate working capital and
liquidity remains cause of concern for the optimal operations of the
Company. The Company has now tied up cash credit facilities to the
extent of Rs.20 Crs from Dombivli Nagari Sahakari Bank Limited (DNSB),.
The Company continues to avail the term loan and working capital
facilities from Kotak Mahindra Bank.
EQUITY CAPITAL STRUCTURE
During the year under review the paid up equity capital of the Company
has been increased from Rs.2340.80 Lacs to 3980.80 Lacs by way of
preferential allotment of 1640 Lacs equity shares at a premium to
Promoters group Companies & others,in accordance with approval granted
by the members at the last annual general meeting. After the said
allotment, the Promoters hold 49.88 % of the equity share capital of
the Company & thus continued remaining committed to the Company.
UTILISATION OF FUNDS
The funds raised by the Company has been fully utilized by the Company
for the purposes it was raised. The utilization of Issue proceeds are
placed before the Audit Committee of the Board on Quarterly and Annual
basis.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
There were no employees in receipt of Remuneration as requiring
disclosure under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of employees) Rules 1975, as amended up to date.
Information relating to conservation of energy and technology
absorption as required under section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules,1988, is given in Annexure and forms
part of this report.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm:
(i) that in the preparation of the annual accounts for the year ended
31st March 2014, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
(ii) that appropriate accounting policies have been selected and have
been applied consistently, they have 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 2014 and of the loss
of the Company for that period;
(iii) that proper and suffcient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
(iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
During the year under review, Mr. Varun S. Gupta and Mr. Bimal Desai
retire by rotation at the ensuing Annual General Meeting, and being
eligible, offer themselves for re-appointment. According to the
provisions of the Companies Act, 2013 independent directors shall hold
office for a term of up to five consecutive years on the Board and shall
be eligible for re-appointment on passing a special resolution by the
shareholders of the Company. The independent directors of the Company
were appointed as directors liable to retire by rotation under the
provisions of the erstwhile Companies Act, 1956. The said directors
will continue to serve their existing term as per the resolution
pursuant to which they were appointed. In view of this, Mr. Bimal
Desai, independent Director will complete his present term, at the
ensuing AGM, and being eligible and seeking re-appointment, be
considered by the shareholders for re-appointment for a term up to five
consecutive years.
Mr. Ashwinkumar H. Gupta, Whole-time Director designated as Executive
Chairman, will be successfully completing his tenure and as such, his
re-appointment for a further period of three years effective from 1st
November, 2014, subject to necessary sanctions / approvals is
recommended.
After withdrawal of Mr. Subrat Dey, nominee of Asset Reconstruction
Company Limited (ARCIL) w.e.f 22.05.2013, number of independent
Directors are less than fifty percent of the total strength of the
Board. Suitable persons will be recommended for approval of the
shareholders of the Company to hold the office of independent Directors.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on the Management Discussion and Analysis forms part
of this Report.
CORPORATE GOVERNANCE
The Company has implemented the provisions of Clause 49 of the Listing
Agreement relating to the Corporate Governance requirements. A Report
on Corporate Governance, the Report of Auditors Certifcates thereof and
Management Discussion and Analysis are given as annexure to this
report.
AUDITOR & AUDITORS'' REPORT
The Company has received letter from M/s. Thanawala & Co., Chartered
Accountants to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 141(3) (g) of the Companies
Act, 2013 and that they are not disqualified for re-appointment. The
Notes on Financial Statements referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
COST AUDITORS
M/s. Vishesh N. Patani, Cost Accountants, Mumbai was appointed for
conducting the audit of cost records of the Company for the financial
year 2013-14.
The said cost accountants have been re-appointed by the Board of
Directors of the Company on the recommendations of the Audit Committee,
as the Cost Auditors of the Company for the financial year 2014-2015.
INDUSTRIAL RELATIONS
The Industrial relations have been cordial and peaceful during the year
under review. The Directors wish to place on record their appreciation
of the devoted and dedicated services rendered by employees at all
levels and look forward to their continued support and co-operation in
the days to come.
ACKNOWLEDGEMENTS
The Directors express their appreciation for co-operation and
encouragement received from all the Shareholders, Business Associates,
Dealers, Insurers, vendors, investors and bankers during the year. The
Directors also place on record their appreciation of the contribution
made by our employees at all levels. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.
By order of the Board of Directors
Place: Mumbai Ashwinkumar H. Gupta
Date: 28th May, 2014 CHAIRMAN
Mar 31, 2013
Dear Shareholders,
The Directors present their 26th Annual Report and the Audited
Statement of Accounts along with the Report of the Auditors for the
financial year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars Year ended Year ended
31.3.2013 31.3.2012
Sales/Income iincluding
Job work operations 72486.38 60137.14
EBIDTA 1765.21 2079.10
Finance Costs (1446.69) (1476.88)
Provision for Depreciation (1397.72) (1383.26)
Profit /(Loss) before tax
& exceptional items (1079.56) (781.04)
Current tax (1.50) (1.89)
Brought forward profit/
(loss) from last year (17398.30) (16685.04)
Exceptional Items (0.37) (1.48)
Balance carried forward
to Balance Sheet (18479.37) (17398.30)
OPERATIONS
Even in the background of sluggish economy, the Company was able to
maintain credible and sustainable, year-on-year growth of 20% by
clocking a turnover of Rs.724.86crs in year under review as against a
turnover of Rs.601.37crs in the previous year of 2011-12. The impetus
has been to widen and deepen the customer service base with a slow
transit from job work to own manufacturing. However, pressure on
EBIDTA margins continued, stemming from high cost of raw material
finance from the creditors leading to a net loss of Rs.10.79crs.
During the year under review, the bright bar division was shifted from
Turbhe to Khopoli, thus, completing the consolidation of all the
manufacturing facilities of the Company at Khopoli. Your Directors at
its meeting held on 30.5.2013 has considered sale of Turbhe Lease hold
Property as per the mandates obtained through postal ballot
DIVIDEND
Taking into account the losses, the Directors regret their inability to
declare any dividend on Preference Shares as well as on Equity Shares
of the Company.
EXPORTS
The Company has been making aggressive forays in the international
markets with regular customer meets and participation in international
trade fairs for marketing the high value products. Though, direct
exports of the Company, during the year under review, accounted to
Rs.57.67Lacs only (previous year Rs. 1.19Lacs), the products of the
Company being exported by traders and other associateswere well
received.
FINANCIAL RESTRUCTURING
The Company is close to a successful exit from its financial
restructuring under the aegis of Corporate Debt Restructuring (CDR)
Scheme. Majority of the dues including the entire principal amounts
were paid off in the financial year under review, while partial dues
were converted into preference shares in accordance of the CDR Scheme.
Financial closures in form of ''No Dues Certificate'' were received from
many CDR and all the Non-CDR lenders of the Company. General Insurance
Company Limited and New India assurance Company Limited assigned their
debts under CDR to Kotak Mahindra Bank Limited (KMBL). KMBL gave a
fresh sanction for the same.Punjab & Sind Bank and Oriental Bank of
Commerce, who admitted to full satisfaction of their dues with
interest, in the Hon''able High Court of Bombay, have failed to provide
their ''No Dues Certificate'' on account of their own procedural lags
till the date of this Report.The liquidated damages, delayed payment
interest, etc., have been paid to the satisfaction of ARCIL, in the
current year and ARCIL has issued a ''No Dues Certificate'', on 22nd day
of May, 2013. Fresh Funding
The Company has obtained a long term loan of Rs.10.68 Crore & working
capital facilities to the tune of Rs.26 crs from Kotak Mahindra Bank
Limited (KMBL).
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
Pursuant to Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of employees) Rules 1975, as amended up to date,
the names and other particulars are set out in the Annexure to the
directors Report. However as per the provisions of the Section
219(1)(b)(iv) of the Companies Act, 1956, this Report is sent to the
shareholders excluding the said information. Any shareholder interested
in obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company. Information relating to conservation
of energy and technology absorption as required under section 217 (1)
(e) of the Companies Act, 1956, readwith the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules,1988, is
given in Annexure and forms part of this report.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm:
(i) that in the preparation of the annual accounts for the year ended
31st March 2013, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
(ii) that appropriate accounting policies have been selected and have
been applied consistently, they have 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 2013 and of the loss
of the Company for that period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
Mr. Mahesh Sheregar and Mr. S.P.Khosla retire by rotation at the
ensuing Annual General Meeting and being eligible, offers themselves
for re-appointment. Mr. Mahesh Kedia, a Chartered Accountant & Mr.
Gaurav Chhabria, were appointed as alternate Directors to Mr. Bimal
Desai & Mr. S. P. Khosla respectively, effective from 29th
May,2012.They did not hold any shares of the Company. Mr. Mahesh Kedia,
ceased to be alternate Director to Mr. Bimal Desai effective 11th day
of July, 2012 and Mr. Gaurav Chhabria ceased to be alternate Director
to Mr. S.P.Khosla effective 3rd day of October, 2012.
Mr. Sudhir H. Gupta, Jt. Managing Director re-designated as Managing
Director in the year 2009 will be successfully completing his tenure as
such, his reappointment for a further period of five years effective
from 1st day of September,2013, subject to necessary sanctions /
approvals is recommended.
Asset Reconstruction Company Limited (ARCIL) had replaced Ms.
ShrutiKumar by nominating Mr. Subrat Dey in her place, effective 9th
day of August,2012.Upon payment of dues towards full & final
settlement, ARCIL has withdrawn Mr .Subrat Dey w.e.f 22.05.2013.
The Board gratifies the incredible contributions made by the alternate
/ nominee Directors during their respective tenures as Director of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on the Management Discussion and Analysis forms part
of this Report.
CORPORATE GOVERNANCE
The Company has implemented the provisions of Clause 49 of the Listing
Agreement relating to the Corporate Governance requirements.A Report on
Corporate Governance, the Report of Auditors Certificates thereof and
Management Discussion and Analysis are given asannexure to this report.
AUDITORS
MessrsThanawala& Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and they being eligible, offerthemselves for
re-appointment as Auditors of the Company.
M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a
Certificate of their eligibility for re-appointment Under Section224(1-
B) of the Companies Act, 1956, Certificate for independence and arm
length relationship with the Company and are not disqualified for such
appointment. The said cost accountants have been re-appointed by the
Board of Directors of the Company onthe recommendations of the Audit
Committee, as the Cost Auditors of the Company for the financial year
2013-2014.
AUDITORS'' OBSERVATIONS
Accumulated losses has exceeded 50% of the Net Worth of the Company.
Your Directors have decided to bring in further capital and increase
the equity share capital of the Company so as to make the net worth
positive. With this the Directors are hopeful to turnaround the
Company, further the company was under CDR hence, no reference has been
made to Board for Industrial & Financial reconstruction.
The Company is in the process of getting the Details of trade creditors
to identify the micro, small and medium enterprises as per The Micro,
Small and Medium Enterprises Development Act, 2006 so as to quantify
the amount of overdue interest payable to them, if any.
INDUSTRIAL RELATIONS
The Industrial relations have been cordial and peaceful during the year
under review. The Directors wish to place on record theirappreciation
of the devoted and dedicated services rendered by employees at all
levels and look forward to their continued support and co-operation in
the days to come.
ACKNOWLEDGEMENTS
The Directors express their appreciation for co-operation and
encouragement received from all the Shareholders, Business Associates,
Dealers, Insurers, vendors, investors and bankers during the year. The
Directors also place on record their appreciation of the contribution
made by our employees at all levels. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.
By order of the Board of Directors
Place: Mumbai Ashwinkumar H. Gupta
Date: May 30, 2013 CHAIRMAN
Mar 31, 2012
The Directors are pleased to present their 25th Annual Report and the
Audited Statement of Accounts along with the Report of the Auditors for
the financial year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
Particulars Year ended Year ended
31.3.2012 31.3.2011
Sales/Income including Job work
operations 60137.14 29960.11
EBIDTA 2079.10 513.66
Finance Costs (1476.88) (771.59)
Provision for Depreciation (1383.26) (1371.28)
Profit /(Loss) before tax &
exceptional items (781.04) (1629.21)
Current tax (1.89) (19.41)
Brought forward profit/ (loss)
from last year (16685.04) (15327.10)
Exceptional Items (69.67) 290.99
Balance carried forward to
Balance Sheet (17398.30) (16685.04)
OPERATIONS
During the year under review, company's proposal to consolidate all the
manufacturing facilities at Khopoii Including shifting of the Bright
Bar Division from Turbhe to Khopoii are under considerable progress.
The rationalisation measures taken by the Company are long term, where
in operation should gradually be strengthened further in the current
year. Visible progress is evident from the sales turnover achieved.
Your company has this year too maintained the sales growth rate of more
than 100% and achieved Sales Turnover of Rs. 60137.14 lakhs as against
the Sales Turnover of Rs. 29960.11 lakhs for the year 2010-11. The
profitability of the company has improved and the net loss has been
reduced from Rs. 1629.21 Lacs as of 31.03.2011 to Rs.781.04 Lacs as of
31.03.2012.
DIVIDEND
Taking into account the accumulated losses, the Directors regret their
inability to declare any dividend on Preference Shares as well as on
Equity Shares of the Company.
EXPORTS
During the year, me Company has initiated customer meets world over and
has participated in leading International Trade fair for marketing
Stainless steel wires and bars. Exports of the Company during the year
under review accounted only to Rs. 1.19Lacs (previous year Rs. 288.82
Lacs).
FINANCIALS
As of 31.03.2011 the company has secured debts of Rs. 6298.20 lacs
under the Corporate Debt Restructuring Scheme approved by CDR and
accepted by the various tenders. During the period under review the has
paid substentialy and reduced the CDR Secured Debts to RS. 884.89 lacs.
The Company has paid full and final dues of Oriental Bank of Commerce
Ltd, Punjab and Sindh Bank Ltd and International Asset Reconstruction
Company Ltd. New India Assurance Company Limited and General Insurance
Company Limited have assigned their debt to Kotak Mahindra Bank
Limited. The Company has also issued and allotted 0.01% Cumulative
Redeemable Preference shares of Rs.10/- each to New India Assurance
Company Limited as per the CDR scheme. The company has paid the
principle outstanding of the Asset Reconstruction Company of India Ltd.
Durng the year under review, the Hon' High Court Bombay had passed an
ex-parte order in the Company petition filed by one of the creditors of
the Company for Rs. 3.47 lacs, due to non appearance of the Lawyer
appointed by the Company. The Company had filed an application and
contested for disposal of the Company Petition as withdrawn and
set-aside of the said order. The Company application was allowed,
heared from time to time & finally disposed off as withdrawn on 10th
April,2012. Simultaneously, the Company petition pending before The
Hon' High Court since long has been disposed off as withdrawn upon
payment of Rs. 350 Lacs to Commerzbank.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
Information relating to conservation of energy and technology
adsorption as required under section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rues, 1988, is given in Annexure and forms
part of this report.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm :
(i) that in the preparation of the annual accounts for 'the year ended
31st March 2012, The applicable accounting standard hoc been followed
along with proper explanation relating to material departures, if any;
(ii) that appropriate accounting policies have been selected and have
been applied consistently, they have 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 201 2 and of the loss
of the Company for that period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assess of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
During the year under review, Mr. Bimal Desai and Mr. Neeraj Agarwala
will retire by rotation at the ensuing Annual General Meeting, and
being eligible, offers themselves for re-appointment. Mr. Mahesh Kedia
& Mr. Caurav Chhabria are appointed as alternate Director to Mr. Bimai
Desai & Mr. S. P. Khosla effective 29th May,2012.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on the Management Discussion and Analysis forms part
of this Report.
CORPORATE GOVERNANCE
The Company has implemented the provisions of Clause 49 of the Listing
Agreement relating to the Corporate Governance requirements. A Report
on Corporate Governance, the Report of Auditors Certificates thereof
and Management Discussion and Analysis are given as annexure to this
report.
EMPLOYEES' STOCK OPTION SCHEME
Members' approval was obtained at the Extra-ordinary General Meeting
held on June 5, 2006 for introduction of Employees Stock Option Scheme,
formulated in accordance with Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 ('the SEBI Guidelines'). The Remuneration Committee
was to administer and monitor the Scheme. Initially, 30,00,000 equity
shares were issued for this Scheme. As no options were granted, your
Board of Directors, have cancelled the shares so issued under the
Scheme during the year under review. Hence, no disclosures as
stipulated under the SEBI Guidelines, as at March 31, 2012, are
applicable.
AUDITORS
Messers Thanawala & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and they being eligible, offer themselves for
re-appointment as Auditors of the Company.
M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a
Certificate of their eligibility for re-appointment Under Section
224(1-Bj of the Companies Act, 1956, Certificate for independence and
arm length relationship with the Company and are not disqualified for
such appointment. The said cost accountants have been re-appointed by
the Board of Directors of the Company on the recommendations of the
Audit Committee, as the Cost Auditors of the Company for the financial
year 2012-2013, subject to the approval of the Central Government.
AUDITORS' QUALIFICATIONS
Interest free Funds available with the Company from the related parties
are in excess of the loans & advances given by the Company to the
related parties.
The Company is in the process of getting the Details of trade creditors
to identify the micro, small and medium enterprises as per The Micro,
Small and Medium Enterprises Development Act, 2006 so as to quantify
the amount of overdue interest payable to them, if any.
INDUSTRIAL RELATIONS
The Industrial relations have been cordial and peaceful during the year
under review. The Directors wish to place on record their appreciation
of the devoted and dedicative services rendered by employees at all
levels and look forward to their continued support and co-operation in
the days to come.
ACKNOWLEDGEMENTS
The Directors express their appreciation for cooperation and
encouragement received from all the Business Associates. Dealers, CDR
Cell, Financial Institutions, Bankers, Insurers and Shareholders during
the year under review.
By order of the Board of Directors
Ashwinkurnar H. Gupta
CHAIRMAN
Place: Mumbai
Date: May 29, 2012
Mar 31, 2010
The7 Directors present their Twenty-third Annual Report together with
the Audited Accounts for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS (Rs. in Crs)
Particulars Year ended Year ended
31.3.2010 31.3.2009
Sales/Income including Job work
operations 102.17 144.64
Operating Profit / (Loss) (4.47) (13.93)
Interest (6.24) (2.91)
Provision for Depreciation (13.60) (13.60)
Exceptional item income 6.14 -
Remission /Waivers under
settlement with lenders 1.83 -
Profit/(Loss) before tax (16.34) (30.44)
Current tax (0.004) (0.004)
FBT - (0.08)
Brought forward profit/(loss)
from last year (135.03) (97.03)
Prior Period Adjustments (1.89) (7.48)
Balance carried forward to Balance
Sheet (153.27 (135.03)
OPERATIONS
It has been an important year for the Company. While the markets
world-wide were reeling under the economic turmoil, the Company sought
to reinforce and consolidate its operations. Several bold initiatives
marked their presence during the year.
The reinstatement of the facility at Khopoli was partially completed
such that production could be re-started. The plant has been fully
geared up for optimum operations, from machinery and equipment to
systems and controls. The facilities have been commensurately
streamlined for stocking and deliveries. The entire Management and
administration office, except for a small corporate office, has been
shifted to Khopoii, for a concentrated and rationalized effort.
At the Turbhe facility, which was enveloped in recurring losses due to
high operational costs, a Voluntary Retirement Scheme was offered to
the Workers. The Scheme was well received and was successfully
implemented in the current year to sever off all the workers at the
Facility. It is proposed to consolidate all facilities at one location
to increase efficiency.
Post consolidation, the main constraint of the Company would be working
capital. To address this, the Company has undertaken to zero down its
restructured debts and raise fresh working capital from the market for
optimizing production capabilities. A positive step in that direction
is to sell or otherwise dispose of the facility at the Turbhe Plant and
utilize the proceeds for retiring the existing restructured debts.
The rationalisation measures taken by the Company are long term wherein
operations should gradually strengthen in the current year. Visible
progress is being made, which, though slow, is balanced and certain.
However, in the immediate term, the impact of the global slow down and
internal efficacies was evident. The Company could make an annual
turnover of Rs.102.17 against a turnover of Rs. 144.64 crores in the
previous financial year and booked losses to the tune of Rs. 16.34
crores after taking into account all exceptional items. A part of the
losses could be set-off against the full and final settlement of the
insurance claim receivable still pending with the Insurance Company.
DIVIDEND
Taking into account the current and accumulated losses, the Directors
regret their inability to declare any dividend on Preference Shares as
well as on Equity Shares of the Company.
EXPORTS
During the year, the Company has initiated customer meets world over
and has participated in various leading international Trade fairs for
marketing Stainless steel wires and bars. Though, the Companys direct
exports accounted to Rs.43.73Lacs only, during the year under review,
the Company has been able to cater to the international market through
traders and other associates. Having the required technical and
marketing edge to compete in the international stainless steel market,
the Company is in process of tying up with various reputed
International Companies for marketing of its products.
FINANCIAL RESTRUCTURING
In the last quarter of the year, the proposal for rescheduling of
payments under Corporate Debt Restructuring (CDR) Scheme of the Company
was approved by the CDR EG, and the Company started making payments to
the Lenders accordingly. There is no pending litigation against the
Company in the Debt Recovery Tribunal, all litigations have been
effectively settled with mutual consent.
The Settlement Agreement executed with Commerz Bank has been lying in
abeyance for want of permission of Reserve Bank of India. The Company
is in process of making appropriate application in the High Court of
Bombay in the winding up petition filed by Commerz Bank to take
cognisance of this Settlement Agreement.
STRATEGIC TIE-UP
The hectic parleys which started last year finally marked another new
beginning for the Company in the current year, with the strategic
investment into the Company by TB Investments Limited. A preferential
placement of 2,70,00,000 equity shares of face value of Re.l was made
to TB Investments Limited, at Rs.7 per share, well above SEBI pricing
of Rs.5.64 per share.
TB Investments Limited is a group Company of ANC Holdings LLC, an
Industrial conglomerate based in Dubai, ranked among the top 100
business houses in Dubai. The group already has business interests in
the steel business in Dubai and is looking to strengthen these
interests by creating synergies in procurement, production and
marketing to add value to both the Companies.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
Information relating to conservation of energy and technology
absorption as required under section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure and forms
part of this report.
There were no employees in receipt of remuneration, requiring
disclosure under Section 217 (2A) of the Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public.
DIRECTORS RESPONSIBILITY STATEMENT
On the basis of information placed before them, the Directors state-
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that appropriate accounting policies -have been selected and have
been applied consistently, and they have made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year
and of the profit or loss of the Company for that period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the annual accounts have been prepared on a going concern
basis.
DIRECTORS
During the year, the scion from the Promoter Family, Mr. Varun Gupta
was inducted on the Board as an Additional Director, and, later in the
current year, his appointment has been confirmed as an Executive
Director at the Extra-ordinary General Meeting of the Company.
In the current year, the Company received nomination for appointment of
Ms, Shruti Kumar as a Nominee Director of Asset Reconstruction Company
(India) Limited (ARCIL) on the Board of the Company. Ms, Shruti Kumar
is proposed to be appointed at the Annual General Meeting of the
Company as Nominee Director.
Further, in the current year, Mr. Mahesh Sheregar, nominee of the
Investor - M/s TB Investments Limited, was appointed
as an Additional Director on the Board. The Company has received a
notice from a Member to appointment MR. Mahesh I
Sheregar as a Director liable to retire by rotation.
Mr. Bimal Desai and Mr. Neeraj Agarwal will retire by rotation at the
ensuing Annual General Meeting, and being eligible, they offers
themselves for re-appointment.
CORPORATE GOVERNANCE
The Company has implemented the provisions of Clause 49 of the Listing
Agreement relating to the Corporate Governance requirements. Annual
Report contains a separate segment on the same.
EMPLOYEES STOCK OPTION SCHEME
Members approval was obtained at the Extra-ordinary General Meeting
held on June 5, 2006 for introduction of Employees Stock Option Scheme.
Employees Stock Option Scheme has been formulated in accordance with
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI
Guidelines) and the Remuneration Committee will administer and monitor
the Scheme. Initially, 30,00,000 equity shares have been issued for
this Scheme. However, no options have been granted till March 31, 2010.
Hence, no disclosures as stipulated under the SEBI Guidelines, as at
March 31, 2010, are applicable as yet.
AUDITORS
Messrs Thanawala & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and they being eligible, offer themselves for
re-appointment as Auditors of the Company.
AUDITORS QUALIFICATIONS
Balance confirmations were sought from all concerned porties for
receivables, loans and deposits, advances, debtors, sundry creditors,
other liabilities, secured and unsecured lenders. However, many of the
confirmations and reconciliations were not received by the Company till
the time of finalisation of the accounts.
There were certain loans advanced to related parties and certain loans
and advances received from related parties. However, the loans
together with advances received from related parties by the Company by
far exceeded the loans advanced by the Company to the related parties.
INDUSTRIAL RELATIONS
The Companys emphasis on the human relations, even in the most
stringent times, was acknowledged with the accreditation of "Best
Employer-Employee relationship Award", presented by the Honble Chief
Minister of Maharashtra, Mr. Ashok Chavan to the Company on May 1,
2010.
During the current year, the Company also signed off the Workers Wage
Settlement Agreement for three years. The Industrial relations have
been cordial and peaceful during the year under review.
The Directors appreciate the commitment of the employees at all levels
and look forward to their continued support and co-operation in the
days to come.
ACKNOWLEDGEMENTS
The Directors express their appreciation for all Business Associates
with a special mention for New india Assurance Company of India Limited
for the solidarity reposed in the Company in its critical times. In the
times ahead, the Directors look forward to co-operation and
encouragement from all the Business Associates, Dealers, CDR Cell,
Financial Institutions, Bankers, Insurers and Shareholders.
By order of the Board of Directors
Ashwin Gupta
Mumbai: September 6, 2010 CHAIRMAN