Mar 31, 2016
REPORT OF THE DIRECTORS TO THE MEMBERS OF THE COMPANY
Your Directors are pleased to presenting 05th Annual Report of your Company comprising the Audited Financial statements for the year ended on the 31" March, 2016.
FINANCIAL RESULTS :
S. No. |
Particulars |
Current Year ended 31â March, 2016 |
Previous Year ended 31st March, 2015 |
1. |
Total Revenue (Net) |
914,991 |
6,031,885 |
2. |
Profit before Depreciation & Amortization Expenses, Finance Cost and Tax |
169,079 |
198,709 |
3. |
Less : Depreciation & Amortization Expenses |
148,790 |
1,48,790 |
4. |
Finance Cost |
- |
- |
5. |
Profit before Tax |
20,289 |
49,919 |
6. |
Less : Proviosion for Tax |
6,500 |
16,000 |
7. |
Profit after Tax |
13,789 |
33,919 |
8. |
Balance of Profit as per last Balance Sheet |
114,560 |
80,642 |
9. |
Less: Depreciation difference |
- |
- |
10. |
Previous Year Adjustments |
- |
- |
11. |
Balance Available for Appropriation |
128,349 |
114,560 |
12. |
Rate of Proposed / paid Dividend |
- |
- |
13. |
Proposed / paid Dividend |
- |
- |
14. |
Tax on Dividend |
- |
- |
15. |
Transfer to General Reserve |
- |
- |
16. |
Balance of Profit carried to Balance Sheet |
128,349 |
114,560 |
REVIEW OF OPERATIONS:
During the year under review, the Company has registered an income of Rs. 914,991(previousyear Rs. 6,031,885) and Net Profit after Tax of Rs. 13,789 (previous year Rs. 33,919). The Company continued to operate in the Business of trading in Steels & Shares and there was no change in business activities. No material changes or commitments affecting thefinancial position of the Company occurred between end of thefinancialyearand the date of this report.
DIVIDEND:
The Board has not recommended any final dividend for Financial Year 2015-16 in view of the current market outlook; and in order to preserve cash.
TRANSFER TO GENERAL RESERVE:
In view of the exceptional circumstances during the year 2015-16, and the good reserves position, no amount has been transferred to reserves.
MANAGEMENTDISCUSSIONSANDANALYSIS:
Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS''RESPONSIBILITYSTATEMENT:
The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31" March, 2016 and state that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. the directors 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 yearand of the profitof the companyfor that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT:
As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17,18,19,20, 21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the lastday of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.
ENERGYCONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING/OUTGO:
Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are asfollows:
A. Conservation ofEnergy
a. Steps taken or impacton conservation of energy- The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-dayactivities.
b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessityarises.
B. TechnologyAbsorption
a. The efforts made towards technology absorption-The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.
b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) â NotApplicable
C. The Particulars of Foreign Exchange and Outgofortheyear under review are asfollow
(Rs. in Lacs)
Particulars |
Year ended 31st March, 2016 |
Year ended 31st March, 2015 |
Foreign exchange earning |
Nil |
Nil |
Foreign exchange earning |
Nil |
Nil |
PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES:
There were no employees drawing more than aggregate remuneration as specified 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. Details of remuneration paid to all the Directors and Key Managerial Personnel''s are provided in the âExtract of Annual Returnâ forming part of Directors report.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company does not have any subsidiaries, it is not required to publish Consolidated Financials Statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Vipul Modi, Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for reappointment.
The Board of Directors of the Company in their meeting held 11th February, 2016 has appointed Mrs. Leena Modi as Managing director of the Company for term of 05 Years subject to approval of shareholders atensuing Annual General Meeting.
As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 05thAnnual General Meeting.
DISCLOSURES RELATED TO BOARD, COMMITTEESAND POLICIES: a. Board Meetings:
During the year under review, 4 (Four) Board Meetings were convened and held on 30th May, 2015, 12th August, 2015, 07th November, 2015 and 11th February, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Name of Director |
Category |
Meetings held during Year |
Meetings Attended |
Mr. Siddharth P. Shah |
Independent Director |
4 |
4 |
Mr. Venkateswara Rao |
Independent Director |
4 |
4 |
Mr. Vipul Modi |
Non-Executive Director |
4 |
4 |
Mrs. Leena Modi |
Managing Director (w.e.f 11/02/2016) |
4 |
4 |
b. Board Performance Evaluation:
(I) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the âPolicy on Criteria for performance appraisal/ evaluation process of Independent Directors and Boardâ.
At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.
Aseparate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, Independence of judgment, safeguarding the interest of the Company attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations and implications of Board decisions etc.
The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its
separate meeting held on 11th February, 2016. The Directors expressed their satisfaction with the evaluation process.
(ii) The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy is annexed herewith as âAnnexure Iâ to this Report.
c. Directors Training and Familiarization:
The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the Company''s activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted. The Board has framed a Familiarization Programme for Independent Directors to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.
STATUTORYAUDITORS:
M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai (FRN: 102777W)), were appointed as Statutory Auditors of the Company for a term of 04 (Four) years from the conclusion of the 04thAnnual General Meeting held on 21s September, 2015 till the conclusion of the 08th Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting.
The consent from the existing members of the Company at the ensuing Annual General Meeting is sought by passing of an Ordinary Resolution included in AGM Notice for the Ratification of appointment of M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company who shall hold the office up to the conclusion of 06thAnnual General Meeting.
Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consentforappointment.
AUDITORS''REPORT:
Note on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark
INTERNAL AUDIT:
Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has re-appointed M/s. I. P. Mehta and Company, Chartered Accountants, in their meeting held on 23rd May, 2016, as an Internal Auditor of Company. Internal Auditor submits his reports on quarterly basis to the Audit Committee.
Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
SECRETARIALAUDIT REPORT FORTHE PERIOD ENDED31ST MARCH, 2016:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/sSRM &Co., Company Secretaries (C.P No. 9928), to conduct Secretarial Auditfortheyearended on 31st March, 2016.
Secretarial Audit Report issued by M/s SRM & Co., Company Secretaries in Form MR-3 is annexed herewith as Annexure II to this report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE SECRETARIALAUDITORS:
The qualification given under the Secretarial audit report is about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules during the Audit period (01st April 2015-31st March, 2016). The Board in their meeting held on 11thFebruary, 2016 has appointed Mrs. Leena Modi as Managing director of the Company subject to approval of members at ensuing Annual General Meeting. With respect to appointment of Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals to hold on the office of Company Secretary and Chief Financial Officer
INTERNAL FINANCIAL CONTROLS:
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure
proper recording of financial and operational information & compliance of various internal controls & other regulatory &statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Companyfor inefficiency or inadequacy of such controls.
Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Auditfunction, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations &corrective action suggested are presented to the Audit Committee.
AUDITCOMMITTEE:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:
Name of Director |
Category |
Meetings held during Year |
Meetings Attended |
Mr. Siddharth P. Shah-Chairman |
Independent Director |
4 |
4 |
Mr. Venkateswara Rao |
Independent Director |
4 |
4 |
Mr. Vipul Modi |
Non-Executive Director |
4 |
4 |
All the recommendations made by the Audit Committee were accepted by the Board of Directors.
The Broad terms of reference of Audit Committee are asfollows:
⢠Review the Financial Statements before submission to the Board;
⢠To insure the objectivity, credibility and correctness of the Company''s financial reporting and disclosure processes;
⢠Review of policies and framework related to risk management, internal control and governance processes;
⢠Recommendation for appointment, remuneration and terms of appointment of auditors;
⢠Matter to be included in the Director''s Responsibility Statement;
⢠Changes, if any, in the accounting policies;
⢠Major accounting estimates and significant adjustments in financial statement;
⢠Compliance with listing and other legal requirements concerning financial statements;
⢠Interaction with statutoryand internal auditors
⢠Recommendation for appointment, remuneration and terms of appointment of auditors.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.
SUBSIDIARIES, ASSOCIATE COMPANIESAND JOINTVENTURES:
As Company does not have any subsidiaries or joint ventures or Associates Companies, it is not required to give disclosure in FormAOC-1 Pursuantto first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.
PARTICULAR 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 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 Companyon materiality of related party transaction.
During the year ended on 31st March, 2016, there were no transactions with related parties which qualify as material transactions. The details of the related party transactions as required underAccounting Standard-18 are setout in Note 17.17 to the standalone
PARTICULARSOF LOANS, GUARANTEES, INVESTMENTS ANDSECURITIES:
Details of loans, directly or indirectly or guarantees or security given by Company or investments made by the Company during theyearunderrevieware given in the notes to financial statements.
VIGILMECHANISM/WHISTLE BLOWER POLICYFORTHEDIRECTORS AND EMPLOYEES:
In accordance with Section 177 of the Companies Act, 2013, the Company has adopted âVigil Mechanism/Whistle Blower Policyâ for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
RISK MANAGEMENT POLICY:
Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) RiskAssessment; (2) Risk Management; (3) Risk Monitoring.
Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.
EXTRACT OF ANNUAL RETURN:
As required by Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -III to this report.
GENERALDISCLOSURE:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during theyear under review:
1. Details relating to deposits covered under ChapterV of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.
Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT:
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
For & on behalf of the Board of Directors ICVL Steels Limited
Vipul Modi Leena Modi
Place : Mthumbai Director Managing Director
Date: 04 August, 2016 DIN: 00796116 DIN: 00796382
Mar 31, 2015
Dear Members,
The Directors feel great pleasure in presenting 04-Annual Report of
your Company comprising the Audited Financial Statements for the year
ended March 31,2015.
1. FINANCIAL HIGHLIGHTS:
(In rupees)
S.No Particulars Current Year Previous
ended on Year ended
31st March, 31st March
2015 2014
1 Total Receipt/Revenue 6,031,885 24,254,374
2. Profit/(Loss) before depreciation 198,709 295,580
3. Depreciation 148,790 148,790
4. Profit/(loss) before Tax 49,919 146,790
5. Less: Provision for Tax 16,000 44,480
6. Profit after tax 33,919 102,310
7. Balance of Profit as per last 80,642 (21,668)
Balance Sheet
8. Balance carried to the Balance 114,560 80,642
Sheet
2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:
* Revenue from operations decreased by 75.13% to Rs.6,031,885.
* PBDIT decreased by 32.77% to Rs. 198,709.
* Profit before tax decreased by 65.99% to Rs. 49,919.
* Net Profit decreased by 66.85% to Rs. 33,919.
* No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
3. DIVIDEND:
Your Directors do not recommend any dividend for the financial year
2014-15.
4. SHARE CAPITAL OF THE COMPANY:
There were no changes in the share capital of the Company. The
Authorised capital of the company is Rs. 35,000,000(Rupees Three Crore
Fifty Lacs) and the paid up capital of the company is Rs. 31,540,000
(Rupees Three Crore Fifteen Lacs Forty Thousand)divided into 31,540,000
(Three Crore Fifteen Lacs Forty Thousand) equity shares of Re.1 each.
The company has neither issued shares with differential voting rights
nor has granted any stock options or sweat equity As on March 31,2015,
none of the Directors of the company hold instruments convertible into
equity shares of the company.
5. DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014 and
Articles of Association of the Company, Mr. Venkateswara Suram Rao,
Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for
re-appointment and your Board recommends his re-appointment.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed both under Section 149 (6) of the Companies Act, 2013 and
under clause 49 of the Listing Agreement with the Stock Exchanges.
As stipulated under the Clause 49 of the Listing Agreement with BSE
Limited, brief resume of the Directors proposed to be
appointed/re-appointed are given in the Notice convening Annual General
Meeting.
6. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.
7. EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as
Annexure 1.
8. LISTING OF SHARES ON BOMBAY STOCK EXCHANGE LIMITED:
The Equity shares of the Company are listed on Bombay Stock Exchange
Ltd (BSE) and admitted for trading w.e.f. 08- November, 2012.
9. MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. A
tentative annual calendar of the Board and Committee Meetings is
informed to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings.
However, in case of a special and urgent business need, the Board's
approval is taken by passing resolutions through circulation, as
permitted by law, which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the
Directors of the Company. Usually, meetings of the Board are held in
Mumbai, Maharashtra. The agenda of the Board / Committee meetings is
circulated 7 day prior to the date of the meeting. The agenda for the
Board and Committee meetings includes detailed notes on the items to be
discussed at the meeting to enable the Directors to take an informed
decision.
The Board met FIVE times during year the details of which are given in
the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period prescribed under the
Companies Act, 2013.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors, to the best of their knowledge and belief and according
to the information and explanations obtained by them and as required
under Section 134(3)(c) of the Companies Act, 2013 state that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b. the directors 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 that period;
c. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern
basis;
e. the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
12. REMARKS ON QUALIFICATION BY SECRETARIAL AUDITOR
The qualifications given under the Secretarial audit report are about
the Non Appointment of Whole time Director/ Managing Director, Company
Secretary and Chief Financial Officer under section 203 of Companies
Act, 2013 read with applicable rules and Non Appointment of Internal
Auditor of the Company under section 138 of Companies Act, 2013 read
with applicable rules during the Audit period (01st April 2014-31st
March, 2015). The Board in their meeting held on 30th May, 2015 has
already appointed M/s. I. P. Mehta and Company, Chartered Accountants
as an Internal Auditor of the Company for Financial year 2015-16. With
respect to appointment of Whole time Director/ Managing Director,
cognizance must be had to the nature and volume of business of the
company, however, the company is making all efforts now to engage a
whole time director. Regarding Company Secretary and Chief Financial
Officer, the Board is still looking for competent individuals and shall
soon place them in office.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013
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.
Your Directors draw attention of the members to Note 17.15 and Note
17.16 to the financial statement which sets out related party
disclosures.
14. PARTICULARSOFLOANS,GUARANTEES ORINVESTMENTSUNDERSECTION186:
The details of loans, guarantee or investment under Section 186 of the
Companies Act, 2013 is given under Notes to Accounts of financial
statements.
15. ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The Board has devised questionnaire to
evaluate the performances of each of executive and non-executive and
Independent Directors. Such questions are prepared considering the
business of the Company and the expectations that the Board have from
each of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance;
iv. Providing perspectives and feedback going beyond information
provided by the management.
16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS AT US
AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant or material order was passed by any regulator
or court or tribunal, which impacts the going concern status of the
Company or will have bearing on company's operations in future.
17. AUDIT COMMITTEE AND ITS COMPOSITION
The composition of the Audit Committee is as under and the same has
been given in Corporate Governance Report as required under Clause 49
of the Listing Agreement, which is annexed to this report.
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect to auditing and accounting
matters. It also supervises the Company's internal control and
financial reporting process.
As on March 31,2015, the Audit Committee comprised of Mr. Siddharth P.
Shah (Independent Director), Mr. S. V. Rao (Independent Director), and
Mr. Vipul Modi (Non-Executive Director).
Mr. Siddharth P. Shah is the Chairman of Audit Committee of the
Company.
18. WHISTLE BLOWER POLICY:
The Company has a vigil mechanism/whistle blower Policy to deal with
instance of fraud and mismanagement, if any. The mechanism also
provides for adequate safeguards against victimization of directors and
employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee in the exceptional cases. The
details of the Vigil mechanism Policy is explained in the Corporate
Governance Report. We affirm that during the financial year 2014-15, no
employee or director was denied access to the Audit Committee.
19. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Secretarial Audit Report received from M/s. SRM and Co., Practicing
Company Secretary is annexed and forming part of this report.
20. INTERNAL AUDIT:
The Board of Directors has appointed M/s. I. P. Mehta and Co.,
Chartered Accountants, in their meeting held on 30- May, 2015, as its
Internal Auditor. Internal Auditor has given their reports on quarterly
basis to the Audit Committee.
Based on the report of internal audit function undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
21. INTERNAL FINANCIAL CONTROL:
The Audit Committee evaluates the efficacy and adequacy of financial
control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and
strives to maintain the Standard in Internal Financial Control.
22. CORPORATE GOVERNANCE REPORT:
Pursuant to Clause 49 of the Listing Agreement entered into with the
stock exchange, the following have been made a part of the Annual
Report and are attached to this report:
* Management Discussion and Analysis Report
* Corporate Governance Report
* Auditors'Certificate regarding compliance of conditions of Corporate
Governance
23. RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. A Risk Management Policy was reviewed and approved by the
Committee.
24. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted all of its Committees. There are currently five
Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Independent Directors Committee
5. Risk Management Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Reporton
Corporate Governance", a part of this Annual Report.
25. PARTICULARS OF REMUNERATION:
There were no employees drawing more than aggregate remuneration as
specified under Section 197 of the Companies Act, 2013 read with the
Companies (Particulars of Employees) Rules, 1975, as amended. Detail of
remuneration paid to all the directors are provided in the "Report on
Corporate Governance", a part of this Annual Report.
26. AUDITORS AND AUDITORS REPORT:
M/sJ. B. Dudhela &Co., Chartered Accountants, Mumbai the Statutory
Auditors of your Company hold office as such upto the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received a letter from them to the effect that they are
willing to continue as Statutory Auditors and if re-appointed, their
re-appointment would be within the limits prescribed under Section 139
of the Companies Act, 2013.
Your Directors recommend the re-appointment of M/s. J. B. Dudhela &
Co., Chartered Accountants, Mumbai, as Statutory Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting upto the conclusion of Ninth Annual General Meeting of
the Company
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company did not have any activity related to conservation of
energy, technology absorption. There were neither a foreign exchange
earnings nor outgo during the year under review within the provisions
of section 134(3)(m) of Companies act, 2013.
28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:
The Provisions of Corporate Social Responsibility are not applicable to
the Company.
29. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted an Internal Compliant Committee under
Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year no complaint was
filed before the said Committee.
30. ACKNOWLEDGMENT:
Your Directors wish to place on record their gratitude for the
continued co-operation and patronage extended by the esteemed
customers. The Directors would also like to place on record their
sincere appreciation for the continued co-operation, guidance, support
and assistance extended during the year under report by our bankers,
customers, suppliers and Government agencies. The Board of Directors
wishes to express its appreciation for the valuable contribution made
by the employees at all levels during the year under report.
For & on behalf of the Board of Directors
Sd/- Sd/-
Place: Mumbai Vipul Modi Leena Modi
Date:12 August2015 Director Director
Mar 31, 2014
The Shareholders,
ICVL Steels Limited.
The Directors are pleased to present their 3rd Annual Report together
with audited account statement for the year ended on the 31st March,
2014.
1. BUSINESS ACTIVITY:
The Company''s financial result for the year ended on the 31st March,
2014 is as under:
Current Year Previous Year
Partlculars (inRs.) (inRs.)
Total Receipt 2,42,54,374 3,25,70,739
Profit/(Loss) before Depreciation 2,95,580 1,88,060
Depreciation 1,48,790 1,48,790
Profit/(Loss) Before Tax 1,46,790 39,270
a. Provision for Income Tax 37,000 7,480
b. Deferred Tax Assets/Liabilities/MAT Credit 7,480 (7,480)
c. Fringe Benefit Tax
Profit /(Loss) aftertax 1,02,310 39,270
Profit/(Loss) brought forward from (21,668) (60,938)
Balance carried to the Balance Sheet 80,642 (21,668)
2. DIVIDEND:
Your directors do not recommend any dividend for the financial year
2013-14.
3. OPERATIONS:
During the year under review, your company has recorded total income of
Rs. 2,42,54,374/- showing a decrease as compared to last year, despite
that company recorded a profit of Rs.1,02,310/-. The detailed
information on all business activities of the company is provided in
the Management Discussion and Analysis Report.
4. AUDITORSANDTHEIRREPORT
M/s J. B. Dudhela& Co., Chartered Accountants, the auditors of the
company are retiring at the conclusion of the ensuing Annual General
Meeting of the company and being eligible offer themselves for
reappointment as Auditors. The Company has received certificate to the
effect that their appointment, if made, would be within the limit
prescribed under Section 141 (3) of the CompaniesAct, 2013.
The Auditor''s Report is self-explanatory and needs no clarification.
5. PARTICULARS OF EMPLOYEES
During the year under review, the Company did not have any employee
attracting provisions of Section 134 (3)(e) of the CompaniesAct, 2013.
6. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE
EARNINGSAND OUTGO:
The Company did not have any activity related to conservation of
energy, technology absorption. There was neither a foreign exchange
earnings nor outgo during the year under review within the provisions
of section 134(3)(m) of Companies act, 2013.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is prepared in accordance
with the requirements of Clause 49 of the Listing Agreement entered
into with the Stock Exchanges, and forms part of this Annual Report.
8. CORPORATE GOVERNANCE REPORT:
Corporate Governance Report along with the Auditor''s Certificate
confirming Compliance with the conditions of Corporate Governance forms
part of this report.
9. INVESTOR RELATIONS:
Your company continues to provide prompt investor service through quick
resolution of investor grievances. Your company has designated an
exclusive email id viz. [email protected]. to enable
the investors to post theirgrievances and the company to monitor its
redressal. The company is also registered at the SCORES website of
SEBI, where we take regularupdateson any grievance posted. which so
farhas been NIL. The company has paid Annual Listing fees to the Stock
Exchangeforthefinancial year 2013-14.
The members are requested to refer to General Shareholder''s Information
given in Corporate Governance Report appended to this Report.
10. FIXEDDEPOSITS:
Your Company has not accepted any public deposits within the meaning of
the provisions of Section 73(1) of the Act read with the Companies Act
(Acceptance of Deposits) Rules. 1975. Therefore. no amount on account
of principal or interest on Public Depositswas outstanding as on the
Date of the Balance Sheet.
11. DIRECTORS:
The Board has two Independent Directors and two Executive Directors. In
accordance with the provisions of the Act and the Articles of
Association of the Company. Mrs. Leena Modi retires by rotation at the
forthcoming Annual General Meeting and being eligible off herselffor
re-appointment. The Board commends re-appointmentof Mrs. Leena Modi.
12. COMPLIANCECERTIFICATE
The Compliance Certificate under Rule 3 of the Companies (Compliance
Certificate) Rules. 2001 is issued by SRM & Co.. Practicing Company
Secretary and forms part of this Report..
13. INDUSTRIALRELATIONS
The relations between the Employees and the Management have remained
cordial.
14. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under the provisions of section 134(5). of the Companies
Act. 2013. your Directors state that:
1. In preparation of Annual Accounts the applicable accounting
standards have been followed along with proper explanation relating to
material departure there from.
2. They had selected such accounting policies and applied them
constantly and made judgments and estimates that are reasonable and
prudent so as to give a true and fairview of the state of affairs of
the company at the end of the financial year and that of profit of the
companyfor that period.
3. They had taken proper and sufficient care of maintenance of adequate
accounting records so as to safeguard the company''s assets and to
detect fraud and irregularities.
4. They have prepared the annual accounts of the company on a going
concern basis.
15. JOINTVENTUREAND SUBSIDIARIES
During the year under review. there was no joint venture or
subsidiaries being formed and hence no reporting under the provisions
of Section 129 of the Companies Act. 2013. (the Accounts and other
information of the subsidiaries) is not required.
16. ACKNOWLEDGEMENT:
The Board wishes to express their sincere gratitude for the continued
co-operation. encouragement and support extended by the shareholders.
financial institutions and bankers of the company. The Board also
wishes to express their deep appreciation of the dedicated services of
the officers. staff and workers of the company.
For & on behalf of the Board of Directors
ICVL Steels Limited
Sd/- sd/-
Place: Mumbai Vipul Modi Leena Modi
Date:13 August2014 Director Director
Mar 31, 2013
To The Shareholders; ICVL Steels Limited
The Directors are pleased to present their 21st Annual Report together
with audited account statement for the year ended on the 31st March,
2013.
1.BUSINESS ACTIVITY:
The Company''s financial result for the year ended on the 3liT March,
2013 are as under
S. Particulars Current Year Previous Year
No. (in Rs.) (in Rs.)
i) Total Receipts 32570739 118621385
ii) Profit/(Loi5) before
Depreciation 188060 12422
iii) Depredation 148790 73360
iv) Profit/(loss) before Tax 39270 (60938)
a. Provision for Income Tax 7480 -
b. Deferred Tax Assets/
Liabilities/MAT Credit (-7480)
c. Fringe Benefit Tax 39270 (60938)
vi) Profit/(Loss) after tax 39270 (60938)
vii) Profit/(Loss) brought
forward from previous year (s) - -
viii) Balance carried to the
Balance Sheet | 39270 (60938)
2. DIVIDEND:
Your directors do not recommend any dividend for the financial year
2012-13.
3. OPERATIONS:
During the year under review, your company has recorded total income of
Rs. 32570739/- showing an increase as compared to Last year, and
recorded a profit oTRs.39270A. The detailed Information on all business
activities of the company Is provided in the Management Discussion and
Analysis Report-
4. AUDITORS AND THEIR REPORT
M/s J. B. Dudhela & Co., Chartered Accountants, the auditors of the
company are retiring at the conclusion of the ensuing Annual General
Meeting of the company and being eligible offer themselves for
reappointment as Auditors. The Company has received certificate to the
effect that their appointment, if made, would he within the limit
prescribed under Section 224 (IB) of the Companies Act. 1956.
Thc Auditor''s Report is self-explanatory and needs no clarification.
4. PARTICULARS OF EMPLOYEES
During the year under review, the Company did not have any empluyee
attracting provisions of Section 217 (2A) of the Companies Act, 1956.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company did not liave any activity related to conservation of
energy, technology absorption. There was neither foreign exchange
earnings and outgo during the year under review.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is prepared In accordance
with the requirements of Clause V) of the Listing Agreement entered
into with the Stock Exchanges, and forms part of this Annual Report
7. CORPORATE GOVERNANCE REPORT:
Corporate Governance Report along with the Auditor''s Certificate
confirming Compliance with the conditions of Corporate Governance
form1; part of this report
8. INVESTOR RELATIONS:
Your company continues to provide prompt Investor service through quick
resolution of investor grievances. Your company has designated an
exclusive email Id viz. secretarial
The members arc requested to refer to General Shareholder''s Information
given in Corporate Governance Report appended to this Repurt-
9. FIXED DEPOSITS:
Your Company has not accepted any public deposits within the meaning of
the provisions of Section S8A of the Act read with the Companies Act
(Acceptance of Deposits) Rules, 1975. Therefore, no amount on account
of principal or interest on Public Deposits was outstanding as on the
Date of the Balance Sheet
10. PERSONNEL
Statement under section 217 (2A} of the Act, read the Companies
(Particulars of Employees) Rules, 1975, is not applicable as no
employees has been paid remuneration exceeding the prescribed limits,
11. DIRECTORS:
The Board has three Independent Directors and two Executive Directors.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Siddhartha P. Shah retire by rotation
at the forthcoming Annual General Meeting and being eligible off
himself for re- appointment The Board commends re-appointment of Mr.
Siddhartha P. Shah.
The details of the Directors being recommended for re-appointment are
provided In the notice of ensuing Annual General Meeting.
12. COMPLIANCE CERTIFICATE
The Compliance Certificate under section 383A of the Act, and Rule 3 of
the Companies (Compliance Certificate) Rules, 2001 is issued by SRM &
Co., Practicing Company Secretary and forms part of this Report-
13- DIRECTORS'' RESPONSIBILITY STATEMENT:
Your directors state that:
1, in preparation of Annual Accounts the applicable accounting
standards have bt*n fallowed aiongwith proper explanation relating to
material departure therefrom.
2. they hod selected such amounting policies and applied them
constantly and made judgments and estimates thai ate reasonable and
prudent so as to give a true and fair view ol the state of affairs of
the company at the end e-f the financial year and that uf profit of the
company for that period.
3. they had taken proper and sufficient care of maintenance of
adequate accounting records so as to safeguard the company''s assets and
to detect fraud and irregularities.
4. they have prepared ihe an ntta I -iccouMs of tbe company on a going
concern basis,
14. ACKNOWLEDGEMENT:
The Board wishes to express their sincere gratitude for the continued
co-operation, encouragement and support extended by the shareholders,
financial institutions and bankers of the company. The Board also
wishes to express their deep appreciation of the dedicated services of
the officers, staff and workers of the company.
For & on behalf of the Board of Directors
Sd/- Sd/-
Place :Mumbai Vipul Modi leena Modi
Date: 24/05/Z013 Director Director