Mar 31, 2018
BOARD''S
To
The Members,
The Directors are pleased to present the 32nd Annual Report together with audited financial statements of the Company for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS (Rs. in Millions)
S No |
Particulars |
2017-18 |
2016-17 |
A) |
Revenue from Operations* |
15571.58 |
14802.38 |
B) |
Other Income |
134.45 |
184.30 |
C) |
Total Income (A B) |
15706.03 |
14986.68 |
D) |
Total Expenditures (excl Finance Cost, depreciation and amortization) |
13569.24 |
13154.03 |
E) |
Profit before interest, depreciation and amortization |
2136.79 |
1832.65 |
F) |
Interest & Financial Charges |
639.41 |
505.64 |
G) |
Depreciation and amortization |
525.74 |
479.02 |
H) |
Profit before tax and Exceptional Item |
971.64 |
847.99 |
I) |
Exceptional Item |
0.88 |
(11.32) |
J) |
Profit before tax |
970.76 |
859.31 |
K) |
Tax expense |
||
Current tax |
43.31 |
199.31 |
|
Deferred tax |
176.54 |
103.17 |
|
L) |
Profit after tax |
750.91 |
556.83 |
M) |
Other Comprehensive Income (Net of Tax) |
6.59 |
(3.47) |
N) |
Total Comprehensive Income for the period (L M) |
757.50 |
553.36 |
*According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the year ended 31st March, 2017 was reported inclusive of excise duty. Goods and Service Tax ("GST") has been implemented w.e.f 1st July, 2017 which replaces Excise duty and other input taxes. As per Ind AS 18, the revenue for the year ended 31st March, 2018 is reported net of gSt.
FINANCIAL PERFORMANCE
The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information.
The total income for the year under review increased by 4.80% to Rs. 15706.03 million as compared to Rs. 14986.68 million in FY 2016-17. As stated above, revenue for the year ended 31st March, 2017 is inclusive of excise duty whereas due to implementation of GST (which replaces excise duty and other input taxes) w.e.f. 1st July, 2017, the revenue for the year ended 31st March, 2018 is net of GST.
If the revenue amount is shown net of excise duty, total income for the year under review would be Rs.15316.36 million as compared to Rs. 13483.90 million in FY 2016-17, showing a growth of 13.59% as per the following details:
Rs. In Millions
Particulars |
2017-18 |
2016-17 |
Revenue from Operations |
15571.58 |
14802.38 |
Less Excise duty |
(389.67) |
(1502.78) |
Net Revenue from Operations |
15181.91 |
13299.60 |
Other Income |
134.45 |
184.30 |
Total Income |
15316.36 |
13483.90 |
In terms of Number of wheels, the Company has achieved sale of 14.49 million wheel rims during FY 2017-18 against sale of 14.20 million wheel rims during the previous year, showing an increase of 2.04%. Your Company expects to see higher growth in the coming years.
The Earnings Before Interest, Depreciation and Tax (EBIDTA) increased to Rs.2136.79 million in FY 2017-18 from Rs.1832.65 million in FY 2016-17, registering a growth of 16.60 %.
The Depreciation and other amortization have increased to Rs. 525.74 million in FY 2017-18 from Rs. 479.02 million in FY 2016-17.
Profit before tax during the year under review has increased to Rs. 970.76 million from Rs. 859.31 million in FY 2016-17 recording a growth of 12.97%.The profit after tax have also increased to Rs. 750.91 million from Rs. 556.83 million, showing a growth of 34.85%.
TRANSFER TO RESERVES
Your Company proposes to transfer an amount of Rs. 556.83 million to the General Reserve out of the amount available for appropriation. DIVIDEND
The Board, in its meeting held on 26th May, 2018, has recommended a final dividend of Rs. 4.00 (40%) per equity share of Rs. 10/- each (previous year Rs. 3.00 per equity share) for the financial year ended 31st March, 2018. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total cash outflow on account of dividend, if approved by the shareholders for the Current year will amount to Rs. 75.13 million (including Dividend Distribution Tax of Rs.12.81 million) as against Rs. 56.17 million (including Dividend Distribution Tax of Rs 9.50 million) in the previous year, which represents 10.01% of the Profit After Tax earned during the year.
SHARE CAPITAL
During the year under review, the Company has allotted 22750 equity shares of Rs. 10/- each on 13th May, 2017 upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014" ("ESOS 2014") at an exercise price of Rs. 100/- each.
Beside above, the Company has also allotted 24000 Equity Shares of Rs. 10/- each on 28th July, 2018 upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016" ("ESOS 2016") at an exercise price of Rs. 200/- each.
Consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased from Rs. 155335200/- (divided into 15533520 Equity Shares of Rs. 10/- each) to Rs.155802700/- (divided into 15580270 equity shares of Rs. 10/each) as on the date of this report.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
ALLOTMENT OF WARRANTS
Pursuant to the approval of members of the Company, in the Extra Ordinary General Meeting held on 12th May 2018, the Board of Directors of the Company, in their meeting held on 26th May, 2018, had allotted 7,50,000 Convertible Warrants ("Warrants") on preferential basis to Smt. Sunena Garg, at a price of Rs. 1162/- per warrant, with a right to warrant holder to apply for and get allotted one equity share of face value of Rs. 10/- each at a premium of Rs. 1152/- for each warrant, within a period of 18 months from the date of allotment of warrants.
Smt. Sunena Garg belongs to promoter category and is relative of Sh. R. K. Garg (Chairman and Non-Executive Director & Promoter of the Company) and Sh. Dheeraj Garg (Managing Director & Promoter of the Company).
EMPLOYEE STOCK OPTION SCHEME
During the year under review, the Employee Compensation Committee (ECC) of the Company, in its meeting held on 16th May, 2017 has granted 26500 Stock Options to eligible employees of the Company under Steel Strips Wheels Limited - Employee Stock Option Scheme, 2016 (ESOS 2016). Each stock option is exercisable into equivalent number of equity shares of Rs. 10/- each.
During the year under review, there were no material changes in the existing Employee Stock Option Schemes {i.e Steel Strips Wheels Limited Employee Stock Option Scheme, 2014 (ESOS 2014) and Steel Strips Wheels Limited- Employee Stock Option Scheme (ESOS 2016)} of the Company and the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The applicable details/disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SeBi Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 with regard to "ESOS 2014" and "ESOS 2016" have been uploaded on the website of the Company under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm
The Company has received a certificate from the Auditors of the Company that the Schemes i.e. "ESOS 2014" and "ESOS 2016"have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution passed by the members in their EGM held on 27th February, 2015 and AGM held on 30th September, 2016 respectively. The certificate would be placed at the Annual General Meeting for inspection by members.
NATURE OF BUSINESS
During the year, there has been no change in the nature of business of the Company.
CORPORATE GOVERNANCE
The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance and a Certificate from the Company''s Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are included and forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate Section forming part of this Annual Report.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. The Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees.
Employees have been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.
HUMAN RESOURCES DEVELOPMENT
The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. The Company''s people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the Company. The Company provides a holistic environment where employees get opportunities to realize their potential. Company''s performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.
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.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2017-18, the Company has not received any complaint on sexual harassment.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of optimum number of Executive and Non- Executive Directors including Independent Directors who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. Independent Directors provide their Declarations confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Rules framed thereunder (including any amendment thereof) Sh. R. K. Garg, Non-Executive Director (Chairman) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re- appointment for your approval.
During the year, there has been no change in the composition of Board of Directors of the Company. However, Sh. Sukhbir Singh Grewal, NonExecutive Independent Director of the Company ceased to be Director w.e.f. 21st July, 2018 due to his death. The Board of Directors place on record their deep appreciation for his invaluable guidance and assistance received during the tenure as a Director and Member / Chairman of various Committee of the Board of Directors of the Company.
Sh. Andra Veetil Unnikrishnan was re-appointed as Deputy Managing Director of the Company by the shareholders of the Company in their 27th Annual General Meeting held on 30th September, 2013 for a period of 5 years w.e.f 1st January, 2014. The term of his office is due to expire on 31st December, 2018. On the basis of recommendation of the Nomination and Remuneration Committee and his performance evaluation, the Board of Directors of the Company, in their meeting held 14th August, 2018, subject to the approval of members in this forthcoming Annual General Meeting, approved the re-appointment of Sh. Andra Veetil Unnikrishnan as Deputy Managing Director for another period of five years (commencing from 1st January, 2019) post completion of his present term .The term of his office shall be liable to determination by retirement of directors by rotation.
SEBI vide its notification dated 9th May, 2018 has notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,2018, which shall come into force with effect from 1st April, 2019 (Save as otherwise specifically provided for in the said Regulations). Pursuant to the provisions of Regulation 17(1A) of said Regulations, with effect from 1st April, 2019, No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.â
Keeping in view of the above and on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 14th August, 2018, proposed to seek consent of the members by way of special resolution for continuation of office of directorship of:-
- Sh. R. K. Garg (who will attain the age of age 75 years on 18th August, 2018), Non-Executive Director (Chairman) of the Company w.e.f. 1st April, 2019 till the date he retires by rotation in terms of Section 152 of the Companies Act, 2013, and
- Sh. Madan Mohan Chopra (age 85 years), Non-Executive Independent Director of the Company, for the remaining period of his current tenure of appointment i.e up to 30th September, 2019 and
- Sh. Sudhanshu Shekhar Jha (age 75 years), Non-Executive Independent Director of the Company, for the remaining period of his current tenure of appointment i.e up to 30th September, 2019.
The Board recommends the continuation of the office of directorship of the above stated Directors of the Company for your approval.
The Notice of the ensuing 32nd Annual General Meeting includes the proposal for re-appointment/ continuation of appointment of Directors and justification thereof, their brief resume, the nature of expertise, names of Companies in which they hold Directorships, Committee Memberships/ Chairmanships, their shareholding in the Company etc.,
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary. There has been no change in the key managerial personnel during the year under review.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
The Company is not having any Subsidiary Company, Joint Venture Company or Associate Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof)during the financial year 2017-18 and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.
CREDIT RATING
During the year under review, the Company has obtained credit rating from India Rating and Research Private limited (a Fitch Group Company).The agency has assigned IND A-/ Stable/IND A2 grade credit rating to the Company. The rating reflects the Company''s dominant market position in India, long track record of successful operations, strong corporate governance practices, financial flexibility and conservative financial policies.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s).
INTERNAL CONTROL SYSTEMS
The Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports.
To enhance effective internal control system, the Company has laid down following measures:
- The Company''s Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.
- Adherence to accounting policies.
- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.
- Compliance of secretarial functions is ensured by way of secretarial audit.
- Internal Audit is being done for providing assistance in improvising financial control framework.
- The Company has adequate risk management policy.
- Code of Conduct and other policies.
- Physical verification of inventory/stock(stock audit)
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and rules made thereunder. Therefore the Company has not maintained cost records.
AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD
The details pertaining to composition of Audit Committee and other committees of the Board are included in the Corporate Governance Report, which forms part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a vigil mechanism named "Whistle Blower Policy" for Directors and Employees to report their genuine concerns and to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. The detail of Whistle Blower Policy is explained in the Corporate Governance Report and is also posted on the website of the Company. (Website link: http://www.sswlindia.com/pages/whistleblower.htm)
During the year, no person was denied access to the Audit Committee.
NUMBER OF MEETINGS OF THE BOARD
During the year, five (5) Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e interval between two meetings did not exceed 120 days. The Company has complied with Secretarial Standards on the meeting of Board of Directors and General Meetings.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 and based on the representations, information and explanations received from the management, the Directors of the Company hereby confirm that:
- in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures;
- they have selected such accounting policies and applied them consistently and 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 of the Company for the financial
year 2017-18;
- they have taken proper and sufficient care 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;
- they have prepared the annual accounts on a going concern basis;
- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted their declaration that they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, is available on the website of the Company under the link http://www.sswlindia.com/pages/nomination_remuneration.htm. The salient feature of the policy is set out in the Corporate Governance Report which forms the part of this Annual Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT
The Statutory Auditors and/or Secretarial Auditors of the Company have not reported any offence involving fraud which is being or has been committed against the Company by officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.
STATUTORY AUDITORS AND THEIR REPORT
M/s AKR & Associates was appointed as Statutory Auditor of the Company by the Shareholders in their Annual General Meeting held on 28th September, 2017 till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2022 (subject to the ratification of their appointment at every AGM, if so required under the Act).
The requirement relating to ratification of Auditors by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.O.1833 (E) dated 7th May, 2018. Pursuant to the said amendment, during the five-year term of appointment/re-appointment of Statutory Auditors, ratification of the appointment /re-appointment by the members in the Annual General Meeting is not required. Accordingly, business item of ratification of re-appointment of Statutory Auditors is not included in the Notice of the ensuing 32nd Annual General Meeting of the Company.
Auditors'' Report is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended 31st March, 2018, and therefore, needs no comments and forms part of this Annual Report. The board of directors places on record its sincere appreciation for the valuable services rendered by M/s AKR & Associates.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sushil K. Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of S.K.Sikka & Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report in Form No. MR-3 is being attached with the Board''s Report as an Annexure, which is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers, hence needs no comments.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There have been no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2017-18.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Accordingly, disclosure in form AOC-2 is not required.
The related party transactions undertaken by the Company during the year under review were in compliance with the provisions set out in the Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Related Party Transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee, during the Financial year 2017-18, has approved Related Party transaction along with granting omnibus approval in line with the policy of the Company on materiality of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force).
The transactions entered into pursuant to such approval are placed periodically before the Audit Committee.
There are no materially significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Company''s Website under the link: http://www.sswlindia.com/pages/relatedpartytransaction.htm.
Disclosure as required under (IND AS) 24 has been made in Note 41 of the Notes to the financial statements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2017-18 AND THE DATE OF THIS REPORT
No material changes and commitment, affecting the financial position of the Company, has occurred between the end of the Financial year
2017-18 of the Company and the date of this report except the following:
- Allotment of 24000 equity shares of Rs. 10/- each on 28th July, 2018 upon exercise of options by the employees of the Company to whom options were granted under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016" ("ESOS 2016") at an exercise price of Rs. 200/- each.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,forms part of this report and is annexed herewith as Annexure A
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.
The Details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.
Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the Management Discussion and Analysis, which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance to Section 135 and in consonance with Schedule VII of the Companies Act, 2013 and Rules framed thereunder (including any amendment thereof), the Company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the Company at http://www.sswlindia.com/pages/csr-policy.htm.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
BOARD EVALUATION
In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note on Board evaluation issued by SEBI, the Board carried out a formal annual evaluation of its own performance and that of its committees and individual directors.
The performance of the Board and its Committees were evaluated by the Board after seeking inputs from all the Directors of the Company on the basis of effectiveness of Board processes, information and functioning, degree of fulfilment of key responsibilities, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board Structure and composition, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board culture and dynamics, Quality of relationship between Board and Management, efficacy of communication with external stakeholders, etc.,
The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors based on criteria such as qualifications, experience, knowledge and competency, fulfilment of functions and integrity including adherence to Code of Conduct and code of Independent directors of the Company, safeguarding of the Confidential information and of interest of Whistle blowers under vigil Mechanism, compliance with policies and disclosures of interest and fulfilment of other obligations imposed by the Law, Contribution and Initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and Guidance/support to Management outside board, etc.,
A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual Independent Directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board''s Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors and performance of the Board''s Chairman.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the Independent Directors as detailed in the Corporate Governance Report which forms part of this Report.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure C in the prescribed form MGT-9 and forms part of this Report.
Extract of annual return in MGT-9 and annual return in MGT-7 are also available on the website of the Company at http://www.sswlindia.com/pages/annual-return.htm.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP''S/EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure D to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.sswlindia.com.Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
INSURANCE
All properties and insurable interests of your Company including building and plant & machinery are adequately insured.
INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY
The Company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the Company is thriving to achieve growth and greater heights in the times to come.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.
For and on behalf of the Board
Date: 14.08.2018 Rajinder Kumar Garg
Place:Chandigarh Chairman
(DIN: 00034827)
Mar 31, 2017
To
The Members,
The Directors are pleased to present the 31st Annual Report together with audited financial statements of the Company for the financial year ended 31st March, 2017.
FINANCIAL HIGHLIGHTS
(Rs.in Millions)
S No |
Particulars |
2016-17 |
2015-16 |
A) |
Gross Sales |
14819.42 |
13197.98 |
B) |
Other Income |
193.96 |
188.37 |
C) |
Gross Income (A B) |
15013.38 |
13386.35 |
D) |
Total Expenditures (excl Finance Cost, depreciation and amortization) |
13177.51 |
11745.06 |
E) |
Earnings before Interest and Depreciation (C-D) |
1835.87 |
1641.29 |
F) |
Interest & Financial Charges |
417.08 |
430.35 |
G) |
Earnings before Depreciation and amortization (E-F) |
1418.79 |
1210.94 |
H) |
Depreciation and other w/ off |
479.02 |
420.61 |
I) |
Earnings after Depreciation (G-H) |
939.77 |
790.33 |
J) |
Add/(Less): Prior Period Adjustment (net) |
11.33 |
0.17 |
K) |
Profit Before Tax (I-J) |
951.10 |
790.50 |
L) |
Income tax (net of MAT credit entitlement) |
129.58 |
36.21 |
M) |
Deferred Tax Liability/(Assets) |
111.17 |
142.48 |
N) |
Profit after tax for the year (K-L-M) |
710.35 |
611.81 |
FINANCIAL PERFORMANCE
The Gross Income for the year under review increased by 12.15% to Rs. 15013.38 million as compared to Rs. 13386.35 million in FY 2015-16. In terms of Number of wheels, the Company has achieved sale of 14.20 million wheels rims during FY 2016-17 against sale of 13.17 million wheels rims during the previous year, showing an increase of 7.82 %. Your Company expects to see higher growth in the coming years.
The Earnings Before Interest, Depreciation and Tax (EBIDTA) increased to Rs.1835.87 million in FY 2016-17 from Rs. 1641.29 million in 2015-16, registering a growth of 11.86 %.
The Depreciation and other amortization have increased to Rs. 479.02 million in FY 2016-17 from Rs. 420.61million in FY 2015-16.
Profit before tax during the year under review has increased to Rs. 951.10 million from Rs. 790.50 million in FY 2015-16 recording a growth of 20.32%.The profit after tax have also increased to Rs. 710.35 million from Rs.611.81 million, showing a growth of 16.11%.
TRANSFER TO RESERVES
Your Company proposes to transfer an amount of Rs. 611.81 million to the General Reserve out of the amount available for appropriation. DIVIDEND
The Board, in its meeting held on May 29, 2017, has recommended a final dividend of Rs. 3.00 (30%) per equity share of Rs. 10/- each (previous year Rs. 3.00 per equity share including interim dividend of Rs.1.50 per equity share) for the financial year ended March 31, 2017. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total cash outflow on account of dividend, if approved by the shareholders for the Current year will amount to Rs.56.17 million (including Dividend Distribution Tax of Rs 9.50 million) as against Rs. 55.59 million (including Dividend Distribution Tax of Rs 9.40 million) in the previous year, which represents 7.91% of the Profit After Tax earned during the year.
SHARE CAPITAL
During the year under review, the company has made the following allotments of equity shares:
- 209525 equity shares of Rs. 10/- each on 10th June, 2016, at a price of Rs. 640/- per equity share i.e. at a premium of Rs. 630/- per equity share on preferential allotment basis through private placement to Kalink Co. Ltd., a non promoter foreign body corporate.
- 53375 equity shares of Rs. 10/- each on 2nd July, 2016 and 11450 equity shares of Rs. 10/- each on 26th August, 2016 to the employees of the company, upon exercise of options by them under âSteel Strips Wheels Limited - Employee Stock Option Scheme, 2014â (âESOS 2014â) at an exercise price of Rs. 100/- each.
Besides above, your company has also allotted 22750 equity shares of Rs. 10/- each on 13th May, 2017 upon exercise of options by the employees of the Company under âSteel Strips Wheels Limited-Employee Stock Option Scheme, 2014â (âESOS 2014â) at an exercise price of Rs. 100/- each.
Consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased from Rs. 152591700 (divided into 15259170 Equity Shares of Rs. 10/- each) to Rs. 155562700 (divided into 15556270 equity shares of Rs. 10/each) as on the date of this report.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
EMPLOYEE STOCK OPTION SCHEME
During the year under review, there were no material changes in the existing Employee Stock Option Schemes {i.e Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014 (ESOS 2014) and Steel Strips Wheels Limited- Employee Stock Option Scheme (ESOS 2016)} of the Company and the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
The applicable details/disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 with regard to âESOS 2014â and âESOS 2016â have been uploaded on the website of the Company under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm.
The Company has received a certificate from the Auditors of the Company that the Schemes i.e. âESOS 2014â and âESOS 2016âhave been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution passed by the members in their EGM held on 27/02/2015 and AgM held on 30/09/2016 respectively. The certificate would be placed at the Annual General Meeting for inspection by members.
NATURE OF BUSINESS
During the year, there has been no change in the nature of business of your Company.
CORPORATE GOVERNANCE
The company is firmly committed to the principles of good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance forming part of the Boardâs Report and a Certificate from the Companyâs Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Your Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. The Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees.
Employees have been encouraged to practice safety in all their activities in and out of company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.
HUMAN RESOURCES DEVELOPMENT
Your Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. Your Companyâs people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the company. Your Company provides a holistic environment where employees get opportunities to realize their potential. Companyâs performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.
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.
During the financial year 2016-17, the Company has not received any complaint on sexual harassment.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of optimum number of Executive and Non- Executive Directors including Independent Directors who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. Independent Directors provide their Declarations confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations.
Pursuant to provisions of Section 152 of the Companies Act, 2013, Sh. Manohar Lal Jain, Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment for your approval.
Pursuant to the Membersâ approval at the 29th Annual General Meeting held on September 30, 2015, Ms. Jaspreet Takhar was appointed as Non Executive- Independent Director of the Company with effect from 30.03.2015 to 30.09.2017. Special Resolution seeking members1approval for re-appointing her as Independent Director for the second term of 3 years from expiry of her current term i.e. from 01.10.2017 to 30.09.2020,forms part of the Notice of the ensuing Annual General Meeting. Your Company has received notice in writing along with requisite amount pursuant to Section 160 of Companies Act, 2013, proposing her appointment for the second term and based on the recommendation of Nomination and Remuneration Committee and her performance evaluation, your Board recommends her appointment for the second term of 3 years upon expiry of her current term w.e.f. 01.10.2017 to 30.09.2020.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary. There has been no change in the key managerial personnel during the year under review.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
The Company is not having any Subsidiary Company, Joint Venture Company or Associate Company.
DEPOSITS FROM PUBLIC
The company has not accepted any deposits from public during the financial year 2016-17 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s).
INTERNAL CONTROL SYSTEMS
Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports.
To enhance effective internal control system, the Company has laid down following measures:
- The Companyâs Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.
- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.
- Compliance of secretarial functions is ensured by way of secretarial audit.
- Internal Audit is being done for providing assistance in improvising financial control framework.
- The Company has adequate risk management policy.
AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD
The details pertaining to composition of Audit Committee and other committees of the Board are included in the Corporate Governance Report, which forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (LODR) Regulations, 2015, the company has adopted a vigil mechanism named âWhistle Blower Policyâ for Directors and Employees to report their genuine concerns and to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. The details of Whistle Blower Policy is explained in the Corporate Governance Report and is also posted on the website of the company. (Website link: http://www.sswlindia.com/pages/whistleblower.htm)
During the year, no person was denied access to the Audit Committee.
NUMBER OF MEETINGS OF THE BOARD
During the year, nine (9) Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e interval between two meetings did not exceed 120 days.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, (hereinafter referred as âActâ) and based on the representations, information and explanations received from the management, your directors hereby confirm that:
- in the preparation of the annual accounts for the financial year 2016-17, the applicable accounting standards have been followed and there are no material departures;
- they have selected such accounting policies and applied them consistently and 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 of the Company for the financial year;
- they have taken proper and sufficient care 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;
- they have prepared the annual accounts on a going concern basis;
- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted their declaration that they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, are covered under Corporate Governance Report which forms part of this Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT
The Statutory Auditors and/or Secretarial Auditors of the Company have not reported any offence involving fraud which is being or has been committed against the company by officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.
STATUTORY AUDITORS AND THEIR REPORT
M/s. S. C. Dewan & Co, Chartered Accountants, [Firmâs Registration No. 000934N] the Statutory Auditors of your Company, hold office up to the conclusion of the forthcoming Annual General Meeting (AGM) of the Company. M/s. S. C. Dewan & Co have been auditor of the Company for more than 10 years and will complete permissible maximum number of 3 consecutive years after the commencement of the Companies Act 2013, as statutory auditors at the forthcoming AGM. As such, pursuant to the provisions of Section 139(2) of the Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules 2014, the Audit Committee recommended the appointment of M/s AKR & Associates, Chartered Accountants (Firm Registration No. 021179N) as Statutory Auditor of the Company in place of the incumbent auditor whose term will expire at the conclusion of this AGM. M/s AKR & Associates have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Act and relevant Rules prescribed there under and have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Your Board recommends the appointment of M/s AKR & Associates, Chartered Accountants as Statutory Auditor for a term of five years from the conclusion of the forthcoming Annual General Meeting until the conclusion of the Annual General Meeting for the financial year 2021-22 subject to ratification by members at every Annual General Meeting if so required under the act and to fix their remuneration.
Auditorsâ Report is self explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended March 31, 2017,and therefore, needs no comments. The board of directors places on record its sincere appreciation for the valuable services rendered by M/s S. C. Dewan & Co.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sushil K. Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of S. K. Sikka & Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report is being attached with the Directors Report as an Annexure, which is self explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers ,hence needs no comments.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There have been no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2016-17.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, disclosure in form AOC-2 is not required.
All Related Party Transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of Companies Act and Listing Regulations. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee.
There are no materially significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.
The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Companyâs Website. http://www.sswlindia.com/pages/relatedpartytransaction.htm.
Disclosure as required underAS 18 has been made in Note 27 of the Notes to the financial statements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2016-17 AND THE DATE OF THIS REPORT
No material changes and commitment, affecting the financial position of the company, has occurred between the end of the Financial year 2016-17 of the company and the date of this report except the following:-
Your company has allotted 22750 equity shares of Rs. 10/- each on 13th May, 2017 upon exercise of options by the employees of the Company to whom options were granted under âSteel Strips Wheels Limited-Employee Stock Option Scheme, 2014â (âESOS 2014â) at an exercise price of Rs. 100/- each.
As on 31.03.2017, the issued and paid up Equity Share Capital of the Company was Rs. 155335200 (divided into 15533520 Equity Shares of Rs. 10/- each) and consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased to Rs. 155562700 (divided into 15556270 Equity Shares of Rs. 10/- each) as on the date of this report.
On 16th May, 2017, your Company has granted 26500 options convertible into equal number of equity shares of Rs. 10/- each at an exercise price of Rs. 200/- each to the eligible employees, as per the terms and conditions of the Companyâs Employee Stock Option Scheme titled as âSteel Strips Wheels Limited-Employee Stock Option Scheme, 2016â.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,forms part of this report and is annexed herewith as Annexure A
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of SEBI (LODR) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.
The Details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.
Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the Management Discussion and Analysis, which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance to Section 135 and in consonance with Schedule VII of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the company at http://www.sswlindia.com/pages/csr-policv.htm.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
BOARD EVALUATION
In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014, the Listing Regulations and recent Guidance note on Board evaluation issued by SEBI, the Board carried out a formal annual evaluation of its own performance, and that of its committees and individual directors.
The performance of the Board and its committees were evaluated by the Board after seeking inputs from all the directors of the company on the basis of effectiveness of Board processes, information and functioning, degree of fulfillment of key responsibilities, govenance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board Structure and composition, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meeting, Recording of Minutes, adherence to law, Board culture and dynamics, Quality of relationship between Board and Management, efficacy of communication with external stakeholders, etc.,
The Board and the Nomination and Remuneration Committee (NRC) of the company evaluated the performance of individual directors based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and code of Independent directors of the company, safeguarding of the Confidential information and of interest of Whistle blowers under vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the Law, Contribution and Initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and Guidance/support to Management outside board, etc.,
A separate meeting of the Independent Directors (âAnnual ID meetingâ) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual Independent Directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Boardâs Chairman covering performance of the Board as a whole; performance of the non-Independent Directors and performance of the Boardâs Chairman.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of this Report.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure C in the prescribed form MGT-9 and forms part of this Report.
PARTICULARS OF REMUNERATION OF DIRCTORS/KMPâS/EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure D to this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
INSURANCE
All properties and insurable interests of your company including building and plant & machinery are adequately insured.
INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY
The company has continued to maintain cordial and harmonious relations with its employees at all levels. As a result of it, the company is thriving to achieve growth and greater heights in the times to come.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.
For and on behalf of the Board
Date: 11.08.2017 Rajender Kumar Garg
Place: Chandigarh Chairman
(DIN: 00034827)
Mar 31, 2015
The Directors are pleased to present the 29th Annual Report together
with the audited accounts of the Company for the year ended on March
31, 2015.
FINANCIAL HIGHLIGHTS (Rs. in Millions)
S.
No. PARTICULARS 2014-15 2013-14
A) Gross Sales 12,788.49 11,716.25
B) Other Income 206.02 192.02
C) Gross Income (A B) 12,994.51 11,908.27
D) Total Expenditures
(excl Interest,
depreciation and
amortization) 11,712.56 10,721.67
E) Earnings before
Interest and
Depreciation (C-D) 1,281.95 1,186.60
F) Interest & Financial
Charges 413.52 407.91
G) Earnings before
Depreciation and
amortization (E-F) 868.43 778.69
H) Depreciation and
other w/off 381.51 525.76
I) Earnings after
Depreciation (G-H) 486.92 252.93
J) Less: Prior Period
Adjustment (net) (0.20) (1.31)
K) Profit Before
Tax (I-J) 486.72 251.62
L) Income tax (net of
MAT credit entitlement) 66.71 11.08
M) Deferred Tax Liability/
(Assets) 25.97 (2.76)
N) Profit after tax for
the year (K-L-M) 394.04 243.30
O) Add: Profit Brought
forward from Previous
year 565.71 599.40
P) Amount available for
Appropriations (N O) 959.75 842.70
Q) Appropriations:
Proposed Dividend 30.52 22.81
R) Dividend Distri-
bution Tax 5.18 3.70
S) Amount Transfer to
General Reserve 243.30 250.48
T) Balance carried to
Balance Sheet (P-Q-R-S) 680.75 565.71
Financial Performance
The Gross Income for the year under review increased by 9.12% to Rs.
12994.51 million sac compared to Rs. 11908.27 millions in FY 2013-14.
In terms of Number of wheels, the Company has achieved sale of 12.47
millions wheels rims against sale of 11.03 million wheel rims during
the previous year, showing the increase in sales of 13.06 %to previous
year sales. Your Company managed to grew despite the turmoil in the
automotive segment and your Company has now positioned itself to
achieve bigger landmarks in FY2015-16. Your Company expects to see
similar growth in current year as well.
The Earnings before interest and depreciation (EBIDTA) increased to Rs.
1281.95 millions in FY 2014-15 from Rs. 1186.60 millions in 2013-14,
registering a growth of 8.04%.
The Depreciation and other amortization has decreased to Rs. 381.51
millions in FY2014-15 from Rs. 525.76 millions in FY2013-14. This is
primarily due to new requirements of Companies Act 2013, wherein
Company has technically reassessed the useful life of its Assets and
depreciated these assets over the balance useful life of each asset.
Profit before tax during the year under review has increased to Rs.
486.72 million from Rs. 251.62 million in FY 2013-14 recorded a growth
of 93.43% The profit after tax has also been increased to Rs. 394.04
million from 243.30 millions, showing growth of 61.96%.
Transferor serves
Your Company proposes to transfer an amount of Rs. 243.30 million to
the General Reserve.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 2.00 (i.e
20%) per equity share of Rs. 10/- each (last year 1.50 per equity
share) for the year ended 31st March, 2015. The total cash outflow on
account of the proposed dividend for the Current year will amount to
Rs. 35.70 millions (including dividend Distribution Tax of Rs. 5.18
millions) as against Rs. 26.51 millions (including dividend
distribution tax of Rs. 3.70 millions) in the previous year, which
represents 9.06% of the Profit after Tax earned during the year.
The dividend payout is subject to approval of members at the ensuing
Annual General Meeting.
During the year, the unclaimed dividend for the financial year 2006-07
was transferred to the Investor Education & Protection fund.
SHARECAPITAL
During the year under review, your Company has allotted51000 equity
shares of Rs. 10/- each, upon exercise of options by the option holder
under "Steel Strips Wheels Limited, Deputy Managing Director, Employee
Stock Option Scheme, 2013, consequently the issued and paid-up Equity
Share Capital of the Company increased from Rs. 152.08 millions
(divided into 15208170 Equity Shares of Rs. 10/- each) to Rs. 152.59
millions (divided into 15259170 equity shares ofRs.10/- each).
EMPLOYEE STOCK OPTIONSCHEME
During the year under review, the company had introduced Employee Stock
Option Scheme framed in Accordance with Securities and Exchange Board
of India(Share Based Employee Benefits) Regulations, 2014, titled
"Steel Strips Wheels Limited-Employee Stock OptionScheme,2014"
(hereinafter referred to as "ESOS 2014'), which was approved by the
Board of Directors of the company and Subsequently by Shareholders of
the company in their Extra Ordinary General Meeting held on 27.02.2015.
In terms of the said scheme, the company had granted 1,50,000 Stock
Options, exercisable into equivalent no. of equity shares of Rs. 10/-
each to the employees of the company having designation of Manager and
above. For the purpose of the said scheme, the "Manager" means
Assistant Manager, Deputy Manager and Manager.
The company had also introduced and implemented Employee Stock Option
Scheme in previous financial year, duly approved by the shareholders Of
the company in their Annual General Meeting dated 30th September,2013,
Ti tiled as "Steel Strips Wheels Limited Deputy Managing Director,
Employee Stock Options Scheme, 2013 (hereinafter referred to as "DMD
ESOS 2013") under which Sh. Andra Veetil UnniKrishnan, Deputy Managing
Director had been granted 51000 options exercisable into equivalent no.
of equity shares of Rs. 10/- each, which he had fully exercised during
the year under review and company has allotted 51000 equity shares of
Rs.10/- each on 19.01.2015.
The necessary details regarding "DMD ESOS 2013" and "ESOS 2014" has
been uploaded on the website of the company under the web-link:
http://www.sswlindia.com/ pages/ disclosure regardingesos.htm
The applicable disclosures as stipulated under SEBI (Share Based
Employee Benefits) Regulations, 2014 and SEBI Circular No.
CIR/CFD/POLICY CELL/2/2015 dated16thJune,2015and SEBI(Employee Stock
Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999
with regard to the Employees' Stock Option Schemes are provided in
Annexure A to this Report .No employee has been issued share options
during The year, equal to or exceeding 1% of the issued capital of the
Company at The time of grant. Both the schemes are being implemented
directly by The company not through the Trust.
There is no change in Both the Aforementioned Employee Stock option
Schemes (i.e "DMD ESOS 2013" and" ESOS 2014) and schemes are
incompliance With the SEBI(Employees Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines,1999 and Securities Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 respectively.
The Company has received a certificate from the Auditors of the Company
that the Schemes i.e "DMD ESOS 2013" and "ESOS 2014" have been
implemented in accordance with the SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities
Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 respectively and the resolution passed by the members. The
certificate would be placed at the Annual General Meeting for in
section by members.
MANUFACTURINGCAPACITY
Total installed capacity of the company comprising of Jamshedpur,
dapper And Chennai Plant at present is 16million wheel rims. During
the year, the Board of Director so your company has approved to setup
Specially designed Hot rolling mill (HRM) at Seraikela, State of
Jharkhand, for Rolling of profile bar under the backward integration
policy of the company. Profile bar is the raw material for side
ring/lock ring ,requiring for the Truck Wheel Rim. Presently the
company is sourcing the profile bars from outside source.
With the commissioning of this mill, the company expects substantial
saving in its Raw material purchase cost . Production is expected to
start by end of third quarter of2016.
The company expects to consume 75% of its production In-House and the
Remaining shall be sold to others Wheel manufacturers in the first
2years.The total cost for setting up this hot rolling mill is
approx.55.00 crore.The said cost will be funded through internal
accruals and partly by Foreign Currency Term Loan.
CORPORATE GOVERNANCE
The company is firmly committed to the principles of Good Corporate
Governance and believes that statutory compliances and transparency are
necessary to enhance the shareholder value.
Separate section on Corporate Governance forming part of the Board
Report and a Certificate from the Company's auditors, confirming the
compliance with the Listing Agreement, are in clouded in the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis report for the year under review, as
stipulated under Clause 49 of the Listing agreement with stock
exchanges, is presented in a separate section forming part of the
Annual Report.
HEALTH,SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety
standards, environment laws and labor laws and has been taking all
necessary measures to protect the environment and provide workers a
safe work environment. Our Company is committed for continual
improvement in Health & Safety as well as Environmental performance by
involving all the employees to provide Safety & healthy work
environment to all its employees.
HUMAN RESOURCES DEVELOPMENT
The Company has continuously adopted structures that help in attracting
best external talent and promote internal talent to take higher roles
and responsibilities. Your Company's people centric focus is providing
an open work environment fostering continuous improvement and
development among the employees of the company. Your Company provides a
holistic environment where employees get opportunities to realize their
potential. Company's performance driven culture helps and motivates
employees to excel in their respective areas and progress within the
organization.
DISCLOSURE AS PERS EXUAL HARRASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on Prevention, prohibition and Redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act,2013 and the Rules framed there under.
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.
During the financial year 2014-15, the Company has not received any
complaint On sexual harassment.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of Executive and non- executive director including
In dependent directors who have wide and varied experience In the field
of business, finance, education, industry, commerce and administration.
Based on the recommendation of Nomination and Remuneration Committee,
Ms. Jaspreet Takhar has been appointed as an additional Director of the
company w.e.f 30.03.2015, in the category of Independent Director to
broad base the Board of Directors and to comply with the requirement of
Clause No. 49ofthe Listing agreement andCompaniesAct,2013. She Will
hold the office up to the date of forthcoming Annual General Meeting Of
the company and is eligible for appointment as Director. The Company
has received a notice in writing from member signifying her candidature
for the office of the Director of the Company.
Your Directors propose to appoint her as an Independent Director
w.e.f30.03.2015 to30.09.2017.Herperiod of office shall not be liable to
determination by retirement of directors by rotation.
She has submitted a declaration to the Board that she met the criteria
of independence has provided under section 149 (6) of the Companies
Act, 2013 and clause 49 of the Listing agreement. In the opinion of the
Board, she has fulfilled the conditions specified under the
CompaniesAct,2013 and Rules framed there under and under The list in
agreement for her appointment as an Independent Director and that she's
in dependent of the Management.
Sh.Dheeraj Garg, was re-appointed as Managing Director of the Company
by the Shareholder sin their Extra ordinary General Meeting heldon
24.03.2010 for the periodoffiveyearsw.e.f1stJune2010 to31st
May,2015.The Board of Directors in their Meeting held on 24th
April,2015has,subject to the approval of shareholder, re-appointed
Sh.Dheeraj Gargas Managing Director for a period of five years w.e.f1st
June,2015 to31st May,2020.The term of his office shall be liable to
determination by retirement of directors by rotation.
Further the Board of directors of your company has also, Subject to the
approval of shareholders, appointed Sh.Manohar Lal Jain as an Executive
Director of the company for the period of five years w.e.f. Its July,
2015 to 30th June, 2020.The terms of his office shall be liable to
determination by retirement of directors by rotation. Before his
appointment as Executive Director, Sh.Manohar Lal Jain was acting as
Non-Executive Director of the company.
Tata Steel Limited has nominated Mr. Chanakya Chaudhary as its nominee
Director on the Board of the company w.e.f 05.11.2014 in place of Sh.
Rajeev Singhal. His period office shall not be liable to Determination
on by retirement of directors by rotation.
During the year under review, Sh. Ajit Singh Chatha and Sh.Vijay
Narayan Baedeker resigned as Director of the company.
Your Directors place on record their sincere appreciation for the
valuable guidance and support provided by Sh.Rajeev Singhal,Sh.Ajit
SinghChatha and Sh.Vijay Narayan Baedeker during their tenures
Director, for the success of the company.
Sh.Rajender Kumar Garg,Chairman of the Company will retire by Rotation
at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment. The Board re commends his re-appointment
for your approval.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1,2014,the appointments of Sh.Dheeraj Garg, Managing
Director, Sh.Andra Veetil Unni krishnan, Deputy Managing Director's.
Naveen So rot, Chief Financial Officer and Sh. Shaman Jindal, Company
Secretary as key Managerial personnel of the company were formalized.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURINGTHEYEAR
The company is not having any subsidiary company, Joint Venture company
or Associate Company.
DEPOSITS FROM PUBLIC
The company has not accepted any deposits from public and, as such, no
amount on account of principal or interested posit from public was
outstanding as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUSANDCOMPANY'SOPERATIONINFUTURE
There are no significant and material orders passed by the regulators
or Courts or tribunals impacting the going concern status and Company's
operations in future.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial in formation's.
AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD
The details pertaining to composition of Audit Committee and other
committees Of the Board are included in the Corporate Governance
Report, which forms part Of this report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company has vigil mechanism named "Whistle Blower Policy" for
Directors and employees to report their genuine concerns. The details
of Whistle Blower Policy is explained in the Corporate Governance
Report and also posted on the website of the company. (Website link:
http://www.sswlindia.com/pages/whistleblower.htm
NUMBER OF MEETINGS OF THE BOARD
During the year, four Board Meetings were convened and held, details of
which are given in the Corporate Governance Report that forms part of
this Report. The Intervening gap between the Meetings was within the
period prescribed Under the Companies Act,2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (5) of the Companies Act,
2013, (hereinafter referred as "Act") and based on the representations,
information and explanation received from the management, your
directors here by confirm that:
- in the preparation of the annual Accounts for the financial year
2014-15, the applicable accounting standards have been followed and
there are no material departures;
- they have selected such accounting policies and applied them
Consistently and made judgments and estimates that are reasonable and
Prudent so as to give a true and fair view of the state of affairs of
The Company at the end of the financial year and of the profit of the
Company for the financial year;
- they have taken proper and sufficient care 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;
- they have prepared the annual accounts on a going concern basis;
- they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and
operating properly; and
- they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company, have submitted their
declaration that they meet the criteria of Independence as provided in
Sub Section (6) of Section 149 of the Companies Act, 2013 and revised
Clause 49 of the Listing Agreement. Further, there has been no change
in the circumstances which may affect their status as an Independent
Director during the year.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Company's policy on Directors' appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under
Section178(3) of theCompaniesAct,2013, are covered under Corporate
Governance Report which forms part of this Report.
AUDITOR'S AND THEIR REPORT
Auditors' Report is self-explanatory and does not contain any
qualification, reservations or adverse remarks or disclaimers , and
therefore, needs no comments.
M/s S.C.Dewan & Co. was appointed as Statutory Auditor of the Company
by the Shareholders in their Annual General Meeting held on30.09.2014
till the conclusion of the 31st Annual General Meeting of the Company
to beheld in the year 2017 (subject to the ratification of their
appointment at every AGM).
Your Directors request the members to ratify the appointment of M/s
S.C. Dew an & Co, as Statutory Auditors of the Company, from the
conclusion of this Annual General Meeting till the conclusion of Next
General Meeting to be held on 2016.
The Company has received a certificate from the Auditors to the effect
that ratification of their re-appointment, if made, would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.As required under Clause 49 of the Listing Agreement, the auditors
have also confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.
SECRETARIAL AUDITORS AND THEIR 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 Mr.Sushil K.Sikka, a
practicing Company Secretary (Membership No.4241 and CP No. 3582),
appropriate or of S.K.Sikka &Associates, to undertake the Secretarial
Audit of the Company and the Secretarial Audit Report is being attached
with the Directors Report as an Annexure , which is self explanatory
and does not contain any qualification, reservations or adverse remarks
or disclaimers ,hence needs no comments.
PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS
There have been no loans ,guarantees and investments under section186of
The Companies Act, 2013 during the financial year 2014-15.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts /arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / Transaction
with related parties which could Be considered material in accordance
with the policy of the Company On materiality of related party
transactions.
The policy on materiality of Related Party Transactions and dealing
with related party transactions as approved by the Board is uploaded on
the Company's Website.(website
Link:http://www.sswlindia.com/pages/relatedpartytransaction.htm.)
Disclosure as required under AS-18 have been made in Note-27of the
notes to the financial statements.
None of the Directors has any pecuniary relationships or Transactions
vis-Ã -vis the Company.
MATERIAL CHANGESAND COMMITMENT,EFFECTING THEFINANCIALPOSITIONOF THE
COMPANY WHICHHAVE OCCURREDBETWEEN THEENDOFFINANCIALYEAR 2014-15AND
THEDATEOFTHIS REPORT
No Material changes and Commitment, effecting the financial position Of
the company, has occurred between the endothermic Financial year
2014-15 Of the company and the date of this Report.
THE CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION,FOREIGN
EXCHANGEEARNINGS AND OUT GO
A Statement giving details of conservation of energy/ technology
absorption and foreign exchange earnings and out go inters of
Section134(3) (m)of the CompaniesAct,2013 readwithRule8(3)of the
Companies(Accounts) Rules, 2014,formspartof this report and is annexed
here with as Annexure-B.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing agreement, the
company has constituted Risk Management Committee to frame, implement
and monitor the risk management plan for the Company. The committee is
responsible for reviewing the risk management plan and ensuring its
effectiveness.
The Details of the Committee and it steams of reference reset Up in the
Corporate Governance Report forming part of the this report.
Major risk identified by the businesses And functions are
systematically addressed through mitigating actions On a continuing
basis.
The development and implementation of risk management policy including
identification of element of business risk and its mitigation plans has
been covered in the management discussion and analysis ,which form
sprat of this report.
CORPORATESOCIAL RESPONSIBILITY INITIATIVES
In compliance to Section 135 of the Companies Act, 2013, the company
has constituted a Corporate Social Responsibility Committee and also
framed a Corporate Social Responsibility Policy and the same is posted
on the website of the company at
http://www.sswlindia.com/pages/csr-policy.htm The brief outline of the
Corporate Social Responsibility (CSR) Policy of the Company and the
initiatives undertaken by the Company on CSR activities During the year
are set out in Annexure Coatis report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules,2014.
BOARDEVALUATION
The performance evaluation of the Board, its Committees And individual
directors was conducted and the same was based on questionnaire And
feedback From all the Directors on the Board as a whole, Committees and
self-evaluation.
Directors, who were designated, held separate discussions with each of
the Directors of the Company and obtained their feedback on overall
Board effectiveness as well as each of the other Directors.
Based on the questionnaire and feedback, the performance of every
director was evaluated in the meeting of the Nomination and
Remuneration Committee(NRC). Ms.Jaspreet Takhar, additional director,
being appointed on30th March,2015,was excluded from the process of
evaluation.
A separate meeting of the independent directors("Annual ID meeting")
Was convened, which reviewed the performance of the Board(as whole),the
non- independent directors and the Chairman and the quality, quantity
and timeliness of flow of information between the Company management
and the Board that is necessary for the Board to effectively and
reasonably perform their duties. Post the Annual independent directors
meeting, the collective feedback of each of the Independent Directors
was discussed by the Chairman of the Nomination and Remuneration
Committee with the Board's Chairman covering performance of the Board
as a whole; performance of the non-independent directors and
performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows
Performance evaluation of Directors:
- Attendance at Board or committee meetings
- Contribution at Board or Committee Meetings
- Guidance/support to management outside Board/Committee meetings
Performance evaluation of Board and Committees:
- Degree of fulfillment of key responsibilities
- Board Structure and composition
- Establishment and delineation of responsibilities to committees
- Effectiveness of Board processes, information and functioning
- Board culture and dynamics
- Quality of relationship between board and Management
- Efficacy of communication with external stake holders.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program Of the
independent directors as Detailed in the Corporate Governance Report
which forms part of this report.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, An
extract of the Annual Return as provided under Sub-Section (3) of
Section 92 of the CompaniesAct,2013 is enclosed as Annexure-Din the
prescribed form MGT-9andformspart of this Report.
PARTICULARS OF EMPLOYEES
The table containing the names and other particulars of employees in
accordance with the provisions of Section197 (12) of the
CompaniesAct,2013, read withRule5(1) Of the Companies(Appointment and
Remuneration Of Managerial Personnel)Rules,2014,is appended as Annexure
to the this Report
A statement containing the names of every employee Employed throughout
the financial year 2014-15 and in receipt of remuneration of Rs.
60lakhor more, or employed for part of the year and in receipt of Rs.
5.00 lacs or more a month under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,2014,is appended as
Annexure F to this report.
INTERNAL CONTROLSYSTEMS
Your Company has adequate internal control procedures commensurate with
its size and nature of business. These internal policies ensure
efficient use and protection of the assets and resources, compliances
with policies and statutes and ensure reliability as well as
promptness's of financial and operational reports.
INSURANCE
All properties and insurable interests of your company including
Building and plant & machinery are adequately insured.
PERSONNEL
The company continued to have cordial relations with its employees.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for The
continued-operation, the Company received from various departments of
the Central and State Government, Bankers, Financial Institutions,
Dealers and suppliers. The Board also wishes to place on record its
gratitude to the valued Customers, members and investing public for
their continued support and confidence posed in the Company. It also
acknowledges and appreciates the commitment, dedication and
contribution of the Employees towards growth of the Company in all
fields.
For and on behalf of Board of Directors
Place : New Delhi (RAJENDER KUMAR GARG)
Dated: 01.08.2015 CHAIRMAN
Mar 31, 2014
To The Members,
The Directors are pleased to present the 28th Annual Report together
with the audited accounts of the Company for the year ended on March
31, 2014.
FINANCIAL HIGHLIGHTS (Rs.in Million)
S.
No. PARTICULARS 2013-14 2012-13
A. Gross Sales 11,716.25 10,772.60
B. Other Income 192.02 108.67
C. Gross Income (A B) 11,908.27 10,881.27
D. Total Expenditures
(excl Interest,
depreciation and
amortization) 10,721.67 9,823.05
E. Earnings before Interest
and Depreciation (C-D) 1.186.60 1,058.22
F. Interest&Financial Cost 407.91 296.98
G. Earnings before Depreciation
and amortization (E-F) 778.69 761.24
H. Depreciation and other w/off 525.76 496.21
I. Earnings after Depreciation
(G-H) 252.93 265.03
J. Add : Prior Period
Adjustment (net) (1.31) 0.64
K. Profit Before Tax (I-J) 251.62 265.67
L. Income tax (net of MAT
credit entitlement) 11.08 2.51
M. Deferred Tax
Liability/(Assets) (2.76) 12.68
N. Profit Available
for Appropriation (K-L-M) 243.30 250.48
FINANCIAL PERFORMANCE
The gross Incomeof your company increased from Rs. 10,881.27 million in
FY2012-13 to Rs. 11,908.27 millionin FY 2013-14. In termsof Number of
wheels, the company achieved sale of 11.03 million wheel rims asagainst
sale of 10.14 million wheel rims during the previous year, showing an
increase in sales of 8.78% to previous year sales.
The Earnings before interest and depreciation (EBITDA) increased to Rs.
1186.60 million in 2013-14 from Rs. 1,058.22 million in 2012-2013.
However the Profit before tax during the year under review has
decreased to Rs. 251.62 million from Rs. 265.67 millionin 2012-13. The
fall in profit isprimarily due to increasein Depreciation and
amortization &increase infinancial cost due to a high interest rate
regime in majority of FY 2013-2014. The Profit after tax thereby
decreased to Rs.243.30 million from Rs. 250.48 million.
The depreciation and other amortization increased to Rs. 525.76 million
from Rs. 496.21 million.
TRANSFER TO RESERVES
Your Company proposes to transfer a sum of Rs. 250.47 millions to
General Reserve.
MANUFACTURING CAPACITIES
Total installed capacity of the Company comprising of Jamshedpur,
Dappar and Chennai Plant at present is 16 millions wheel rims per
annum.
Your companyisnow focusing on Hi- Tech Technologybyintroducing flow
forming process.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis report for the year under review, as
stipulated under clause 49 of listing agreement with stock exchanges,
is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Companyis firmly committed tothe principlesof Good Corporate
Governance and believes that statutory compliance and transparency are
necessary to enhance the shareholder value.
A separate section on Corporate Governance forming part of the
Directors'' Report and a certificate from the Company''s auditors,
confirming the compliance with the Listing Agreement, are included in
the Annual Report.
DIRECTORS
During the year under review, Sh. Ajit Singh Chatha and Sh. Manohar Lal
Jain, were appointed as additional director of the company w.e.f
01.07.2013 and 01.08.2013 respectively and the shareholders in their
Annual General Meeting held on 30.09.2013 had confirmed their
appointment as Directors of the company.
Sh. Humesh Kumar Singhal resignedas aDirector ofthe company. Your
Directors place on record their sincere appreciation for the valuable
guidance and support provided by him during his tenure as a Director,
for the success ofthe company.
Mrs. Ute Mayr ceased to be a Director of the company w.e.f 06.02.2014
due to her untimely and sad demise. Your Directors place on record deep
appreciation for the valuable contribution rendered byher during her
tenure as whole time director, for the success ofthe company.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreement entered into with the Stock Exchanges, appointed Sh. Madan
Mohan Chopra, Sh. Sukhbir Singh Grewal ,Sh. Sudhanshu Shekhar Jha, Sh.
Surinder Kumar Bansal, Sh. Ajit Singh Chatha and Sh. Vijay Narayan
Bedekar as Independent Directors atvarious times. The period of office
of these Directors was liable to determination by retirement of
Director by rotation under the erstwhile applicable provisions of the
CompaniesAct, 1956.
As per the provisions of Section 149(4) of the Companies Act, 2013,
(the Act) which has come into force with effect from 1st April, 2014,
every listed company isrequired tohave atleast one-thirdof the total
numberof Directorsas Independent Directors. Further, Section 149(10)
of the Act provides that an Independent Director shall hold office for
a term of up to five consecutive years on the Board of a company and is
not liable to retire by rotation pursuant to Section 149(13) read with
Section 152 of the Act.
To comply with the recent modifications broughtin bythe Act and Listing
Agreement, your Directors are seeking appointment of these Directors as
Independent Directors of the Company with effect from 30.09.2014 upto
30.09.2016,not liable to retire by rotation.
In the opinion of the Board, these Directors fulfill the conditions
specified under the Companies Act, 2013 and rules made there under for
their appointment as independent Director and are independent of the
Management.
Sh. M.L.Jain, Directorof the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for
reappointment. The Board recommends the reappointment of Sh. M.L.Jain as
Director liable to retire by rotation.
In terms of Section 152 of the Act, your Board recommends for
shareholders'' approval, the period of office of Shri Dheeraj Garg,
Managing Director and Sh.Andra Veetil Unnikrishnan ,Deputy Managing
Director, tobeliable todetermination byrotation.
DIVIDEND
Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/-
per share) for the year ended 31st March, 2014. The total cash outflow
on account of the proposed divided (incl. dividend tax) will be of Rs.
26.51 million (Previous year: 26.51 million), which represents 10.90%
ofthe Profit after tax earned during the year.
EMPLOYEES TO CK OPTION SCHEME
During the year, your Company had introduced an employee stock option
plan framed in accordance with SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines,1999, titled "Steel Strips
Wheels Limited, Deputy Managing Director, Employees Stock Option
Scheme, 2013" (hereinafter refereed to as "DMD ESOS 2013"), which was
approved by the board of Directors and subsequently by shareholdersof
the company in their annual General meeting held on 30.09.2013.
In terms ofthe said scheme, the company had granted 51000 stock
options, exercisable into equivalentno.of equity shares of Rs. 10/-
each toSh.A.V. Unnikrishnan, Deputy Managing Director of the company.
Disclosures as required under clause 12 of the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, (the ''SEBI Guidelines'') together
with a Certificate obtained from the Statutory Auditors, confirming
compliance, is provided as Annexure A to this report.
INTERNAL CONTROL SYSTEMS
Your Company has adequate internal control procedures commensurate with
its size and nature of business. These internal policies ensure
efficient use and protection of the assets and resources, compliance
with policies and statutes and ensure reliability as well as promptness
of financial and operational reports.
LISTING OF EQUITY SHARES
We are pleasedtoinform that the equity sharesofthe Company are listed
onthe National Stock ExchangeofIndia Ltd. and BSE Ltd., offeringawide
trading networkto the shareholders.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the year. There are nounclaimed deposit(s) lying with the
Company.
AUDITORS
M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory
Auditors of the Company to hold office till the conclusionof the
ensuing Annual General Meeting and are eligible for re-appointment.
Pursuantto the provisions of section 139ofthe CompaniesAct, 2013 and
the Rules framed thereunder, it is proposed toappoint M/s S.C. Dewan &
Co as Statutory auditorsof the Company from the conclusion of the
ensuing Annual General Meeting till the conclusion of the 31st Annual
General Meeting of the Company to be held in the year 2017 (subject to
Satification of their appointment at every Annual General meeting).
The company has received necessary certificate from the Auditors under
Section 141 of the Companies Act, 2013 to the effect that they satisfy
the conditions under the CompaniesAct, 2013 and the rules made
thereunder for the above appointment.
COST AUDITORS
The Report of "Aggarwal Vimal & Associates" Cost Accountants (Firm
Registration No. 000350), on the cost audit carried out for the
financial year 2012-13 was filed with the Central Government on
27.09.2013 (within due date of 180 days from the closure of the
financial year)
The Report ofthe cost auditors for the Financial Year 2013-14is under
finalization and will be filed with the Central Government with in the
prescribed time.
Further, based on the recommendation of audit committee, the Board of
Directors of your company in their meeting held on 30.05.2014, has
re-appointed "Aggarwal Vimal &Associates", Cost Accountants , as cost
auditors, to conduct the audit of the cost recordsof theCompany for the
financial year ending March 31, 2015 at a remunerationof Rs.1,00,000/-
(Rs.Onelac only) plus Service Tax and out of pocket expenses subject to
satification ofthe said remuneration by the shareholders at the ensuing
annual general meeting. The cost audit report would be filed with the
Central Government within prescribed time lines, if applicable .
INSURANCE
All properties and insurable interestsofyour Company including
buildings and plant&machinery are adequately insured.
DIRECTORS''RESPONSIBILITYSTATEMENT
Pursuantto Section 217(2AA) ofthe CompaniesAct, 1956, the Directors
confirm that :
- In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
- Appropriate accounting policies have been selected and applied
consistently; judgments and estimates made are reasonable and prudent
so as to give true and fair view of the state of affairs of the Company
as at the end of the financial year and of the profit for that period.
- Proper and sufficient care has been taken for maintenance of
accounting records in accordance with the provisions of theAct for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
The annual accounts have been preparedonagoing concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A Statement giving detailsof conservation ofenergy/technology
absorption and foreign exchange earnings andoutgoin terms of Section
217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board ofDirectors) Rules,
1988, forms partofthis report and is annexed herewithasAnnexure-B
PARTICULARS OF EMPLOYEES
The particulars of the employees as required under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
employees) Rules, 1975, as amended, are appended as Annexure-C
CORPORATE SOCIAL RESPONSIBILITY
"Corporate Social Responsibility (CSR) initiatives" are a way to
reflect the respect and concern for people and communities living
around us. It is an opportunity to make a positive change in the life
of needy people and to reduce the gap insociety.
With this view, your company supports "The Vatsal Chaya Trust" focused
on enabling, educating and empowering urban deprived children and
women. With the contribution of your company, over 650 children
comprising child beggars, child laborers, child vendors, rag pickers
and girls facing gender bias are provided free transport, clothing,
study related material, skill training, music, art, craft training and
personality development. The Vatsal ChayaTrust successfully provides
flexible options for these childrento access school and help them
bridge the many gaps they have in learning, hygiene, health,
nutritionas well as social and emotional skills.
As provided under Section 135 of the Companies Act, 2013, the Board of
Directors have constituted Corporate Social Responsibility Committee of
the Board. Consisting three members with one Independent Director. The
Committee will evolve the CSR policy ofthe company and the same
will be placed before the Board for approvalindue course.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the
continued co-operation the Company received from various departments of
the Central and State Government, Bankers, Financial Institutions,
Dealers and Suppliers. The Board also wishes to place on record its
gratitude to the valued Customers, Members and Investing public for
their continued support and confidence reposedin the Company.It also
acknowledges and appreciates the commitment, dedication and
contributionof the Employees towards growthofthe companyinall fields.
For and on behalf of Board of Directors
Place :Chandigarh R.K. GARG
Dated:30th May, 2014 CHAIRMAN
Mar 31, 2013
To The Members,
The Directors are pleased to present the 27th Annual Report together
with the audited accounts of the Company for the year ended on March
31, 2013.
FINANCIAL HIGHLIGHTS (Rs. in Million)
S. No. PARTICULAR 2012-13 2011-12
A. Gross Sales 10,772.60 10,458.31
B. Otherlncome 108.67 101.69
C. Grosslncome(A B) 10,881.27 10,560.00
D. Total Expenditures (excl Interest,
depreciation and amortization) 9,823.05 9,526.93
E. Earnings before lnterestand
Depreciation(C-D) 1,058.22 1,033.07
E Interest & Financial Charges 296.98 275.89
G. Earnings before Depreciation
and amortization(E-F) 761.24 757.18
H Depreciation and other/off 496.21 426.07
I Earnings after Depreciation(G-H) 265.03 331.11
J Add: Prior Period Adjustment(net) 0.64 0.36
K Profit Before Tax (l-J) 265.67 331.47
L income tax (net of MAT credit
entitlement) 2.51 26.09
M Deferred Tax Liability 12.68 17.74
N Profit Available for
Appropriation(K-L-M) 250.48 287.64
FINANCIAL PERFORMANCE
The gross Income of your company increased from Rs. 10,560 million in
2011-2012to Rs. 10881.27 million in 2012-13 . In terms of Number of
wheels, the company achieved sale of 10.14 million wheel rims as
against sale of 10.19 million wheel rims during the previous year,
almost parallel to previous year sales.
The Earnings before interest and depreciation (EBITDA) increased to Rs.
1058.22 million in 2012-13 from Rs. 1033.07 million in 2011-2012.
However the Profit before tax during the year under review has
decreased to Rs. 265.67 million from Rs. 331.47 million in 2011-12. The
fall in profit is primarily due to increase in Depreciation and
amortization & increase in financial cost due to a high interest rate
regime in majority of FY 2012-2013. The Profit after tax thereby
decreased to Rs.250.48 million from Rs. 287.64 million.
The depreciation and other amortization increased to Rs. 496.21 million
from Rs. 426.07 million.
TRANSFER TO RESERVES
Your Company proposes to transfer sum of Rs. 287.63 millions to General
Reserve.
JAMSHEDPURUNIT
Your directors are pleased to inform you that the capacity at
Jamshedpur Unit of the company has been enhanced from 1.00 million to
1.6 million Wheel Rims. Commercial production of second phase is
scheduled to start from Second quarter of 2013-14.
The said unit has already developed and successfully tried out new
wheel rims namely "8" X "20", "7X20" and "6.5X20" and
samples of the same have been submitted to Tata Motors and Ashok
Leyland. The company is also developing various wheel rims for Eicher
Motor and Volvo. Further, facility for Disc. Flow formed wheel Rims
have also been installed and samples supplied to the prospective
customer.
The unit has developed ''off the highway'' wheel rims and the same are
being regularly supplied to JCB and L & T. It has also developed TATRA
Truck (Army) wheel Rims for BEML and sample submitted and are under
testing. Supply of OTR Wheel Rims to various international platform of
JCB and caterpillar are under discussion.
MANUFACTURING CAPACITIES
Total installed capacity of the Company comprising of Jamshedpur,
Dapparand Chennai Plant at present is 16 millions wheel rims per annum.
Your company is now focusing on Hi-Tech Technology by introducing flow
forming process.
MANAGEMENT DISCUSSION ANDANALYSIS
Management discussion and analysis report for the year under review, as
stipulated under clause 49 of listing agreement with stock exchanges,
is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is firmly committed to the principles of Good Corporate
Governance and believes that statutory compliance and transparency are
necessary to enhance the shareholder value.
A separate section on Corporate Governance forming part of the
Directors'' Report and a certificate from the Company''s auditors,
confirming the compliance with the Listing Agreement, are included in
the Annual Report.
DIRECTORS
During the year under review, Sh. Vijay Narayan Bedekar was appointed
as additional Director of the company w.e.f-07.01.2013.
Sh Arun Prakash S korati resigned as a Director of the company. Your
Directors place on record their sincere appreciation for the guidance
and support provided by him during his tenure as a Director, for the
success of the company.
In accordance with the provisions of Companies Act, 1956, Sh. R.KGarg,
Sh. S. S. Grewal and Sh. S. S. Jha will be retiring by rotation at the
forthcoming Annual General Meeting and they are eligible for
reappointment.
ISSUE AND ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS.
The Company issued and allotted 3,65,000 equity shares of Rs.10/- each,
against cash, at a price of Rs. 300/- (Rupees Three Hundred Only) per
equity shares i.e. at a premium of Rs. 290/- per shares to DHG
Marketing (P) Ltd. on a preferential allotment basis on 12.06.2012.
Accordingly the issued and paid up capital of the Company has increased
to Rs. 15,20,81,700 divided into 15208170 equity shares of Rs. 10/-
each. DHG Marketing (P) Ltd. belongs to promoter category. The said
3,65,000 equity shares constitute 2.40% of the total enhanced capital
of the Company as on 31.03.2013.
DIVIDEND
Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/-
per share) for the year ended 31st March, 2013. The total cash outflow
on account of the proposed divided (incl. dividend tax) will be of Rs.
26.51 million (Previous year: 25.87 million), which represents 10.59%
of the Profit after tax earned during the year.
INTERNALCONTROLSYSTEMS
Your Company has adequate internal control procedures commensurate with
its size and nature of business. These internal policies ensure
efficient use and protection of the assets and resources, compliance
with policies and statutes and ensure reliability as well as promptness
of financial and operational reports.
LISTING OF EQUITY SHARES
We are pleased to inform that the equity shares of the Company are
listed on the National Stock Exchange and Bombay Stock Exchange,
offering a wide trading network to the shareholders.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the year. There are no unclaimed deposit(s) lying with
the Company.
AUDITORS
M/sS.C. Dewan &Co., Chartered Accountants were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the
ensuing Annual General Meeting. The Auditors retire at the ensuing
Annual General Meeting and, being eligible, have offered themselves for
re-appointment. The Company has received a certificate from them
pursuant to Section 224 (IB) of the Companies Act, 1956, confirming
their eligibility for reappointment.
COST AUDITORS
Pursuant to the Circular dated 24th January, 2012 of the Ministry of
Corporate Affairs (MCA) and based on recommendation of Audit committee,
the Board of Directors of your company has appointed "Aggarwal Vimal
& Associates", Cost Accountants, (Firm Registration No. 000350), as
the cost auditor of the company for the audit of cost accounting
records maintained by the company for the financial year 2012-13. The
appointment has been approved by the Central Government. The report of
the cost auditors for the financial year 2012-13 is under finalization
and will be filed with MCA within the prescribed time.
Further, based on the audit committee recommendations, the Board of
Directors at its meeting held on 29.05.2013, has approved the
re-appointment of "Aggarwal Vimal & Associates", as Cost auditors
of the Company for the Financial year 2013-14. The appointment is
subject to the approval of the Central Government.
INSURANCE
All properties and insurable interests of your Company including
buildings and plant & machinery are adequately insured.
DIRECTORS''RESPONSIBILITYSTATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
- In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
- Appropriate accounting policies have been selected and applied
consistently; judgments and estimates made are reasonable and prudent
so as to give true and fair view of the state of affairs of the Company
as at the end of the financial year and of the profit for that period.
- Proper and sufficient care has been taken for maintenance of
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.
- The annual accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES
The particulars of the employees as required under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
employees) Rules, 1975, as amended, are appended and form part often
Report.
CORPORATE SOCIAL RESPONSIBILITY
"Corporate Social Responsibility (CSR) initiatives" are a way to
reflect the respect and concern for people and communities living
around us. It is an opportunity to make a positive change in the life
of needy people and to reduce the gap in society.
With this view, your company supports "The Vatsal Chaya Trust" focused
on enabling, educating and empowering urban deprived children and
women. With the contribution of your company, over 700 children
comprising child beggars, child laborers, child vendors, rag pickers
and girls facing gender bias are provided free transport, clothing,
study related material, skill training, music, art, craft training and
personality development. At the core of this program is the
marginalized child who is forced to work and stands at the very bottom
of the poverty heap facing exploitation, violence, coercion and risky
behavior patterns. The Vatsal Chaya Trust successfully provides
flexible options for these children to access school and help them
bridge the many gaps they have in learning, hygiene, health, nutrition
as well as social and emotional skills.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
continued co-operation the Company received from various departments
of the Central and State Government, Bankers, Financial Institutions,
Dealers and Suppliers. The Board also wishes to place on record its
gratitude to the valued Customers, Members and Investing public for
their continued support and confidence reposed in the Company. It also
acknowledges and appreciates the commitment, dedication and
contribution of the Employees towards growth of the company in all
fields.
For and on behalf of Board of Directors
Place :New Delhi R.K.GARG
Dated: 29th May, 2013 CHAIRMAN
Mar 31, 2012
To The Members,
The Directors are pleased to present the 26th Annual Report together
with the audited accounts of the Company for the year ended on March
31, 2012.
FINANCIAL HIGHLIGHTS (Rs. in Million)
PARTICULARS 2011-12 2010-11
Gross Sales 10,458.31 7,171.34
Other Income 101.69 16.31
Gross Income 10,560.00 7,187.65
Total Expenditures (excl Interest,
depreciation and amortization) 9,526.93 6,299.94
Earnings before Interestand Depreciation 1,033.07 887.71
Interests Financial Charges 275.89 203.21
Earnings before Depreciation and
amortization 757.18 684.50
Depreciation and other w/off 426.07 328.05
Earnings after Depreciation 331.11 356.45
Less: Prior Period Adjustment (net) 0.36 (0.74)
Profit Before Tax 331.47 355.70
Income tax(net of MAT credit entitlement) 26.09 3.53
Deferred Tax Liability 17.74 54.15
Profit fortheyear 287.64 298.02
FINANCIAL PERFORMANCE
The gross Income of your company increased by 46.92% from Rs. 7187.65
million in 2010-2011 to Rs. 10560.00 million in 2011 -12 . In terms of
Number of wheels, the company achieved sale of 10.19 million wheel rims
as against sale of 9.64 million wheel rims during the previous year.
The Earnings before interestand depreciation (EBITDA) increased to Rs.
1033.07 million from Rs. 887.71 million in 2010-2011, achieving a
growth of 16.37%.
The Profit before tax during the year under review however has
decreased to Rs. 331.47 million from Rs. 355.70 million in 2010-11 due
to high fluctuation in foreign exchange and increase in depreciation
and amortization. The Profit after tax thereby decreased to Rs.287.64
million from Rs. 298.02 million.
The depreciation and other amortization increased to Rs. 426.07 million
from Rs. 328.05 million due to commencement of commercial operations at
Jamshedpur plant and 2nd Phase of Chennai Plant.
TRANSFER TO RESERVES
Yourcompany proposes to transferofRs.219.17millions to General Reserve.
JAMSHED PURUNIT
Your directors are pleased to inform you that Jamshedpur Unit of the
company had already commenced its commercial production and is
manufacturing and supplying heavy commercial vehicle wheel rims to Tata
Motors, Tata DLT and Ashok Leyland and other Trailer manufacturers. The
company is now in process to supply these Wheel Rims to European
customers.
Keeping in view the projected production plan of Tata Motors, this
plant is under expansion to enhance its capacity from 1.00 million to a
level of 1.60 Million Wheel rims.
ORAGADAMUNIT
The Second phase expansion at the Oragadam unit of the company has also
been completed during the year and has started the commercial
production. With this, the total installed manufacturing capacity of
Oragadam unit of the company has increased from 2.5 million to 6.0
million wheel rims p.a.
MANUFACTURING CAPACITIES
With the commissioning of Jamshedpur unit, setting up of additional
line at Dappar and expansion of Oragadam unit of the company, the total
installed capacity of the company has increased to 16 million wheel
rims per annum.
MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis report for the year under review, as
stipulated under clause 49 of listing agreement with stock exchanges,
is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is firmly committed to the principles of Good Corporate
Governance and believes that statutory compliance and transparency are
necessary to enhance the shareholder value.
Aseparate section on Corporate Governance forming part of the
Directors' Report and a certificate from the Company's auditors,
confirming the compliance with the Listing Agreement, are included in
the Annual Report.
DIRECTORS
During the year under review,Sh.Arun Parkash S.Korati was appointed as
additional Director of the company we.f-13.01.2012.
The Central Govt, vide its letter dated 21st December, 2011 has
approved re- appointment of Mrs Ute Mayr as whole time
directorforafurtherperiod of three years we.f 10/08/2011 to 09/08/2014.
Sh. B.B.Tandon resigned as a Director of the company. Your Directors
place on record their sincere appreciation forthe guidance and support
provided by him during his tenure as a Director, forthe success of the
company.
In accordance with the provisions of Companies Act, 1956, Sh. S.K
Bansal, Sh. M.M Chopra and Sh. H.K. Singhal will be retiring by
rotation at the forthcoming Annual General Meeting and they are
eligible for reappointment.
DIVIDEND
Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50/-
per share) forthe yearended 31 st March, 2012. The total cash outflow
on account of the proposed divided (incl. dividend tax) will be of Rs.
25.87 million (Previous year: 25.96 million), which represents 8.99% of
the Profit aftertax earned during the year.
INTERNAL CONTROL SYSTEMS
Your Company has adequate internal control procedures commensurate with
its size and nature of business. These internal policies ensure
efficient use and protection of the assets and resources, compliance
with policies and statutes and ensure reliability as well as promptness
of financial and operational reports.
LISTING OF EQUITYSHARES
We are pleased to inform that the equity shares of the Company are
listed on the National Stock Exchange and Bombay Stock Exchange,
offering a wide trading network to the shareholders.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the year. There are no unclaimed deposit(s) lying with
the Company.
AUDITORS
M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the
ensuing Annual General Meeting. The Auditors retire at the ensuing
Annual General Meeting and, being eligible, have offered themselves for
re-appointment. The Company has received a certificate from them
pursuant to Section 224 (IB) of the Companies Act, 1956, confirming
their eligibility for reappointment.
INSURANCE
All properties and insurable interests of your Company including
buildings and plant & machinery are adequately insured.
DIRECTORS" RESPONSIBILITYSTATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
- In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
- Appropriate accounting policies have been selected and applied
consistently; judgments and estimates made are reasonable and prudent
so as to give true and fair view of the state of affairs of the Company
as at the end of the financial year and of the profit for that period.
- Proper and sufficient care has been taken for maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
- The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A Statement giving details of conservation of energy/technology
absorption and foreign exchange earnings and outgo in terms ofSection
217 (1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, forms part of this report and is annexed herewith.
PARTICULARS OF EMPLOYEES
The particulars of the employees as required under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
employees) Rules, 1975, as amended, are appended and form part of the
Report.
CORPORATE SOCIAL RESPONSIBILITY
"Corporate Social Responsibility (CSR) initiatives" are a way to
reflect the respect and concern for people and communities living
around us. It is an opportunity to make a positive change in the life
of needy people and to reduce the gap in society.
With this view, your company supports "The Vatsal Chaya Trust" focused
on enabling, educating and empowering urban deprived children and
women. With the contribution of yourcompany, over 700 children
comprising child beggars, child laborers, child vendors, rag pickers
and girls facing gender bias are provided free transport, clothing,
study related material, skill training, music, art, craft training and
personality development. At the core of this program is the
marginalized child who is forced to work and stands at the very bottom
of the poverty heap facing exploitation, violence, coercion and risky
behavior patterns. The Vatsal Chaya Trust successfully provides
flexible options for these children to access school and help them
bridge the many gaps they have in learning, hygiene, health, nutrition
as well as social and emotional skills.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the
continued co-operation the Company received from various departments of
the Central and State Government, Bankers, Financial Institutions,
Dealers and Suppliers. The Board also wishes to place on record its
gratitude to the valued Customers, Members and Investing public for
their continued support and confidence reposed in the Company. It also
acknowledges and appreciates the commitment, dedication and
contribution of the Employees towards growth of the company in all
fields.
(A) CONSERVATION OF ENERGY
As part of a continuous process the Company adopts all suitable
measures to conserve energy. This includes periodical check-ups,
preventive maintenance and calibration of all electrical instruments &
machineries as well as energy audits by independent agencies.
The details regarding present energy consumption including captive
generation are furnished below as per Form A of theAnnexure to the
rules.
(B) TECHNOLOGY ABSORPTION
Your Company deploys state of the art technology. As a result the
products developed and designed are accepted by its customers for
commercial production. Your Company has extended its technical
collaboration agreement with M/s Ringtechs Co. Ltd of Japan (a world
renowned steel wheel manufacturing company). Your company is
increasingly devoting resources for process improvements, cost
efficiencies and quality improvements.
1. Research & Development (R&D)
Your Company is a Govt, of India approved R&D centre.
I a) Specific area in which R&D carried out by Company Design and
development of new wheel rims,
- Design and development of new dies and tools.
b) Benefits derived as a result of the above R&D
- Better yield of raw materials,
- Better performance of products
- Reduced cost of products
- Reduction in process wastage
- Better productivity
- Value addition to customers of company by way of reduced weight of
the wheel rims, leading to better fuel efficiency
c) Future plan of action
Development of new products which will be import substitutes
d) Expenditure on R&D (Rs. in lakhs)
Year Ended Year ended
31.03.2012 31.03.2011
Capital 123.30 82.70
Recurring 157.57 118.13
Total 280.87 200.83
Total R&D expenditure is 0.29% of total turnover.
2. Technology absorption, adaptation and innovation
a) Efforts in brief made towards technology absorption, NIL NIL
adaption and innovation
b) Benefits derived as a result of the above efforts
e.g. product NA NA
improvement, import substitution etc.
c) In case of imported technology (imported
during the last 5 years reckoned from the beginning
of the financial year)
following information may be furnished
i) Technology imported NA NA
ii) Year of Import NA NA
iii) Has technology been fully absorbed NA NA
iv) If not fully absorbed, areas where this
has not taken NA NA
place reason thereof and future plan of action.
For and on behalf of Board of Directors
Place : CHANDIGARH R.K. GARG
Dated: 29th May, 2012 CHAIRMAN
Mar 31, 2011
To The Members,
The Directors are pleased to present the 25th Annual Report together
with the audited accounts of the Company for the year ended on March
31, 2011.
FINANCIAL HIGHLIGHTS (Rs. in Million)
PARTICULARS 2010-11 2009-10
Gross Sales 7,171.34 4,525.44
Other Income 13.97 11.21
Gross Income 7,185.31 4,536.65
Total Expenditures (excluding Interest,
depreciation and amortization) 6,300.06 3,914.16
Earnings before Interest and Depreciation 885.25 622.49
Interest & Financial Charges 201.54 168.56
Earnings before Depreciation and amortization 683.71 453.93
Depreciation and other written off 328.05 255.27
Earnings after Depreciation 355.66 198.66
Less: Prior Period Adjustment (Net) 0.08 2.69
Profit Before Tax 355.74 195.97
Income Tax (net of MAT credit entitlement) 3.57 45.54
Deferred Tax Liability 54.15 5.17
ProfitAvailable For Appropriation 298.02 145.25
Proposed Dividend 22.26 13.62
Tax On Distributed Profits 3.70 2.31
Balance Carried Over To Balance Sheet 272.06 129.32
FINANCIAL PERFORMANCE
The gross Sales of your Company increased by 58.38% from Rs. 4,536.65
million in 2009-10 to Rs. 7,185.31 million in 2010-11. 9.64 million
wheel rims were sold in 2010-11 as compared to 7.17 million wheel rims
in the previous financial year. This corresponds to an increase of
34.41% in numbers of wheels. The comparatively higher increase in sales
could be achieved thanks to the higher volumes of Exports, Truck and
tractor wheels sold during the financial year under review.
The Earnings before interest and depreciation (EBITDA) increased by
42.21 % from Rs. 622.49 million in 2009-10 to Rs. 885.25 million in
2010-11. The EBITDA margin has slightly decreased to 12.34% from 13.76%
in 2009-10 due to increasing steel prices during the financial year
under review.
A significant increase could be achieved in Profits before and after
tax in 2010-11. They grew by 81.53% to Rs. 355.74 and by 105.18% to Rs.
298.02 million respectively.
The depreciation and other amortization increased to Rs. 328.05 million
from Rs. 255.27 million due to the enhanced utilization of the Dappar
and Oragadam plants and the commencement of commercial operations at
Jamshedpur.
JAMSHEDPURUNIT
Your directors are pleased to inform you that the Company's new Truck
Wheel Rims Facility at Jamshedpur has commenced its commercial
production during the year 2010-11. Tube type heavy commercial vehicle
wheel rims are successfully being supplied to Tata Motors and Tata DLT
and soon also to Ashok Leyland. Moreover, tubeless wheel rim samples
have been developed for two prominent German trailer manufacturers:
Krone and Schmitz Cargo bull. Keeping in view the projected production
plan of Tata Motors, the Jamshedpur plant is currently enhancing its
capacity to a level 1.7 million wheel rims.
DAPPARUNIT
During 2010-11 your Company has furthermore added additional capacity
at its Dappar plant. With this, the total installed capacity results
enhanced from 7.50 million wheel Rims to 9.00 million wheel rims p.a.
ORAGADAMUNIT
The second phase expansion at Oragadam could be completed during the
financial year under review and the same is under trial production. The
total installed manufacturing capacity at Oragadam has thereby been
increased from 2.5 million to 6.0 million wheel rims p.a.
MANUFACTURING CAPACITIES
During the financial year under review the total capacity of the
Company has increased to 16 million wheel rims per annum which makes It
one of the biggest steel wheel manufacturers in Asia.
FUTURE OUTLOOK
The focus of your Company is to develop world-class facilities for the
manufacture of quality steel wheel rims for all segments of the
automotive industry while increasing its customer base in India as well
as internationally.
The growth of the automobile component industry is likely to slow down
considerably in 2011 -12 from the high growth rates of 26- 30% seen
during 2010-11. This is due to higher price of vehicles and rising
interest rates. The expected growth rates for 2011 -12 are expected to
be around 8-10 percent in the domestic market and exports by around 70
percent. Further details regarding the future outlook of your Company
are discussed in the Management Discussion and Analysis enclosed with
the Annual Report.
ISSUE AND ALLOTMENT OF EQUITYSHARES ON PREFERENTIAL BASIS
Your Company issued and allotted 8,50,000 Equity Shares of Rs. 10/-
each against cash, at a price of Rs. 520/- (Rupees Five hundred Twenty
only) per equity shares i.e at a premium of Rs. 510/- per share to
Sumitomo Metal Industries Ltd. on a preferential allotment basis on 9*
December, 2010 (Non Promoter Category). Sumitomo Metal Industries Ltd.
is a Japan based Company. The said 8,50,000 shares constitutes 5.73% of
the total enhanced paid up capital of the Company as on 31st
March,2011.
Your Company also issued and allotted 3,77,000 equity shares of Rs.
10/-each fully paid up, at a price of Rs. 595/-per shares ( i.e. at a
premium of Rs. 585/- per share) to GS Global Corp., on 12* January,
2011 on preferential allotment basis (Non Promoter Category). GS Global
Corp is a South Korea based Company. The said 3,77,000 shares
constitute 2.54% of the total enhanced paid up capital of the Company
as on 31st March, 2011.
DIRECTORS
In accordance with the provisions of Companies Act, 1956, Sh. B. B.
Tandon, Sh. S.S. Jha and Sh. S.S. Grewal will be retiring by rotation
at the forthcoming Annual General Meeting and they are eligible for
reappointment.
Mrs. Ute Mayr was re-appointed as a Whole time Director of the Company
for aperiod of three years we.f 10.08.2011 subject to the approval of
the Central Government.
DIVIDEND
Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/-
per share) for the year ended 31st March, 2011. The total cash outflow
on account of the proposed dividend (incl. dividend tax) will be of Rs.
25.96 million (Previous year: 15.93 million), which represents 8.71% of
the Profit after tax available for appropriation.
INTERNALCONTROLSYSTEMS
Your Company has adequate internal control procedures commensurate with
its size and nature of business. These internal policies ensure
efficient use and protection of the assets and resources, compliance
with policies and statutes and ensure reliability as well as promptness
of financial and operational reports.
CORPORATE GOVERNANCE
Your Company is firmly committed to the principles of Good Corporate
Governance and believes that statutory compliance and transparency are
necessary also to enhance the shareholder value.
A separate section on Corporate Governance forming part of the
Directors' Report and a certificate from the Company's auditors,
confirming the compliance with the Listing Agreement, is included in
the Annual Report.
LISTING OF EQUITYSHARES
We are pleased to inform that the equity shares of the Company are
listed on the National Stock Exchange and Bombay Stock Exchange,
offering a wide trading network to the shareholders.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the year. There are no unclaimed deposit(s) lying with
the Company.
AUDITORS
M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the
ensuing Annual General Meeting. The Auditors retire at the ensuing
Annual General Meeting and, being eligible, have offered themselves for
re-appointment. The Company has received a certificate from them
pursuant to Section 224 (IB) of the Companies Act, 1956, confirming
their eligibility for reappointment.
INSURANCE
All properties and insurable interests of your Company including
buildings and plant & machinery are adequately insured.
DIRECTORS" RESPONSIBILITYSTATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
- In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
- Appropriate accounting policies have been selected and applied
consistently; judgments and estimates made are reasonable and prudent
so as to give true and fair view of the state of affairs of the Company
as at the end of the financial year and the profit for that period.
- Proper and sufficient care has been taken for maintenance of
accounting records in accordance with the provisions of The Act for
safe guarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
- The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A Statement giving details of conservation of energy/technology
absorption and foreign exchange earnings and outgo in terms Of Section
217 (1)(e)of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, forms part of this report and is annexed herewith.
PARTICULARS OF EMPLOYEES
The particulars of the employees as required under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
employees) Rules, 1975, as amended, are appended and form part of the
Report.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the
continued co-operation the Company received from various departments of
the Central and State Government, Bankers, Financial Institutions,
Dealers and Suppliers. The Board also wishes to place on record its
gratitude to the valued Customers, Members and Investing public for
their continued support and confidence reposed in the Company and last
but not the least it acknowledges and appreciates the commitment,
dedication and contribution of the Employees of the Company.
For and on behalf of Board of Directors
Place : CHANDIGARH R.K. GARG
Dated: 30th May, 2011 CHAIRMAN
Mar 31, 2010
The Directors are pleased to present the 24th Annual Report together
with the audited accounts of the Company for the year ended March 31,
2010.
FINANCIAL HIGHLIGHTS (Rs. in Million)
2009-10 2008-09
Gross Sales 4,525.44 3,577.57
Other Income 11.21 11.16
Gross Income 4,536.65 3,588.73
Total Expenditures (excluding
Interest, depreciation and
amortization) 3,914.16 3,171.11
Earnings before Interest
and Depreciation 622.49 461.82
Interest & Financial Charges 168.56 160.12
Earnings before Depreciation
and amortization 453.93 301.70
Depreciation and other written off 255.27 172.01
Earnings after Depreciation 198.66 129.69
Less: Prior Period Adjustment (Net) 2.69 2.04
Profit Before Tax 195.97 127.65
Income Tax including fringe
benefit tax 45.54 17.91
Deferred Tax Liability 5.17 31.80
Profit Available For Appropriation 145.25 77.94
Proposed Dividend 13.62 -
Tax On Distributed Profits 2.31 -
Balance Carried Over To Balance Sheet 129.32 77.94
FINANCIAL PERFORMANCE
During the year under review your Company sold 7.2 million wheel rims
as against 5.4 million wheel rims sold during the previous financial
year. This corresponds to 33% growth in number of wheels which could be
achieved thanks to the overall growth in the automotive industry as
well as the addition of new customers.
The gross income of the Company during the year under review increased
by 26% to Rs. 4536.65 million from Rs. 3588.73 million in 2008-09.
The Earnings before interest and depreciation (EBITDA) during the year
under review increased to Rs. 622.49 million from Rs. 461.82 million in
2008-09.
The Profit before tax during the year under review increased to Rs.
195.97 million from Rs. 127.65 million in 2008-09. The Profit after tax
increased to Rs. 145.25 million from Rs. 77.94 million.
The depreciation and other amortization increased to Rs 255.27million
from Rs. 172.01 million due to the commencement of the amortization of
the Oragadam Unit.
JAMESHEDPUR PROJECT
Your Company is setting up a wheel rim manufacturing plant for
commercial vehicles in Jamshedpur. The plant has already commenced its
dry run and production is scheduled to commence from July, 2010. It
will have an initial installed capacity of 1.0 million tube type wheels
per annum (with a provision for the production of tubeless wheels) and
shall be capable of producing wheels from 16" diameter to 24" diameter
for light and heavy commercial vehicles. Apart from exports to mainly
Europe the Jamshedpur unit shall cater to the requirements of Tata
Motors Ltd and Ashok Leyland Ltd.
MANUFACTURING CAPACITIES
With the commissioning of the Jamshedpur unit, your Company shall have
installed a capacity of 11.0 million wheel rims. Considering the order
book position the Company plans to expand its capacity at Oragadam from
2.5 million wheel rims to 5.0 million wheel rims during the year
2010-11. This will increase the total capacity of your Company to 13.50
million wheel rims by the end of 2010- 11 as against 10.0 million wheel
rims during 2009-10.
CAPITAL EXPENDITURES
The capital expenditures for increasing your Companys capacity to
13.50 million wheel rims will amount to approximately Rs. 586.80
million which shall be financed by way of external commercial
borrowings/term loans/internal accruals.
FUTURE OUTLOOK
The focus of your Company is to develop world-class facilities for the
manufacture of quality steel wheel rims and to increase its customer
base in order to cater to all segments and manufacturers.
The automotive industry recorded a significant growth during 2009-10 as
well as a double digit growth amongst all of its segments during the
first two months of 2010-11. With the projected GDP growth of 8%, the
automobile sector is looking up for a new beginning. The most
impressive growth is registered in the Tractor and HCV segments.
Details on the future outlook are discussed in the Management
Discussion and Analysis enclosed with the Annual Report.
ISSUE AND ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS
Your Company issued and allotted 5,50,000 Equity Shares of Rs. 10/-
each against cash, at a price of Rs. 105/- (Rupees One hundred five
only) per equity shares i.e at a premium of Rs. 95/- each per share to
Sh. Dheeraj Garg on a preferential allotment basis on 6th April, 2010
Sh. Dheeraj Garg belongs to the Promoter Category of your Company. The
total shareholding of the Promoter Group has thereby increased to
53.97% of the total paid up capital.
DIRECTORS
In accordance with the provisions of Companies Act, 1956, Sh. R.K.Garg,
Sh. H.K.Singhal and Rear Adml.
M.M.Chopra (Retd.) will be retiring by rotation at the forthcoming
Annual General Meeting and they are eligible for reappointment.
Mrs. Ute Mayr was appointed as a Whole time Director of the Company for
a period of three years w.e.f 10.08.2008 subject to the approval of
Central Government. The Central Government vide its Letter dated 20th
May, 2010 has approved the appointment of Mrs. Ute Mayr as a Whole time
Director of the Company.
DIVIDEND
Yours Directors are pleased to recommend a dividend of 10% (Rs.1/- per
share) for the year ended 31st March, 2010. The total cash outflow on
account of the proposed divided will be of Rs. 15.93 million (Previous
year: NIL) , which represents 10.97% of the Profit after tax available
for appropriation.
INTERNAL CONTROL SYSTEMS
Your Company has adequate internal control procedures commensurate with
its size and nature of business. These internal policies ensure
efficient use and protection of the assets and resources, compliance
with policies and statutes and ensure reliability as well as promptness
of financial and operational reports.
CORPORATE GOVERNANCE
Your Company is firmly committed to the principles of Good Corporate
Governance and believes that statutory compliance and transparency are
necessary also to enhance the shareholder value.
A separate section on Corporate Governance forming part of the
Directors Report and a certificate from the Companys auditors,
confirming the compliance with the Listing Agreement, is included in
the Annual Report.
LISTING OF EQUITY SHARES
We are pleased to inform that the equity shares of the Company are
listed on the National Stock Exchange and Bombay Stock Exchange,
offering a wide trading network to the shareholders.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the year. There are no unclaimed deposit(s) lying with
the Company.
AUDITORS
M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory
Auditors of the Company to hold
office till the conclusion of the ensuing Annual General Meeting. The
Auditors retire at the ensuing Annual General Meeting and, being
eligible, have offered themselves for re-appointment. The Company has
received a certificate from them pursuant to Section 224 (IB) of the
Companies Act, 1956, confirming their eligibility for reappointment.
INSURANCE
All properties and insurable interests of your Company including
buildings and plant & machinery are adequately insured.
DIRECTORS1 RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
- In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
- Appropriate accounting policies have been selected and applied
consistently, judgments and estimates made are reasonable and prudent
so as to give true and fair view of the state of affairs of the Company
as at the end of the financial year and the profit for that period.
- Proper and sufficient care has been taken for maintenance of
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.
- The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A Statement giving details of conservation of energy/technology
absorption and foreign exchange earnings and outgo in terms of Section
217 (1)(e)of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, forms part of this report and is annexed herewith.
PARTICULARS OF EMPLOYEES
The particulars of the employees as required under section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
employees) Rules, 1975, as amended, are appended and form part of the
Report.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the
continued co-operation the Company received from various departments of
the Central and State Government, Bankers, Financial Institutions,
Dealers and Suppliers. The Board also wishes to place on record its
gratitude to the valued Customers, Members and Investing public for
their continued support and confidence reposed in the Company and last
but not least it acknowledges and appreciates the commitment,
dedication and contribution of the Employees of the Company.
For and on behalf of Board of Directors
Place: CHANDIGARH R.K. GARG
Date :22nd June, 2010 CHAIRMAN