Directors Report of Vardhman Special Steels Ltd.
Mar 31, 2023
DIRECTORSâREPORT
The Directors of your Company have pleasure in presenting their 13th Annual Report of the business and operations
of the Company along with the Audited Financial Statements for the year ended 31st March, 2023.
The financial performance of your Company for the year ended 31st March, 2023 is as under:-
|
PARTICULARS |
2022-231 |
2021-22 |
|
Revenue from operations (Net) |
1,73,499.11 |
1,36,846.01 |
|
Other Income |
3,875.39 |
2,889.16 |
|
Profit before Depreciation, Interest & Tax (PBDIT) |
18,008.08 |
20,257.95 |
|
Interest and Financial expenses |
1,765.35 |
1,727.94 |
|
Profit before Depreciation and Tax (PBDT) |
16,242.73 |
18,530.01 |
|
Depreciation |
2,812.16 |
2,696.45 |
|
Profit/(Loss) before Tax (PBT) |
13,430.57 |
15,833.56 |
|
Provision for Tax |
||
|
- Current Tax (including tax adjustment relating to prior years) |
3,462.45 |
2,704.01 |
|
- Deferred Tax |
(76.66) |
3,054.51 |
|
Profit after tax (PAT) |
10,044.78 |
10,075.04 |
|
Other Comprehensive Income/(Expense) |
(27.91) |
18.75 |
|
Total Comprehensive Income |
10,016.87 |
10,093.79 |
|
Earnings per share (D) |
||
|
- Basic |
24.76 |
24.87 |
|
- Diluted |
24.59 |
24.71 |
2. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:PRODUCTION & SALES REVIEW:
During the year under review, the production of Billet increased from 1,89,719 MT to 2,19,925 MT, showing an
increase of 15.92% over the previous year. The Rolled production increased from 1,65,809 MT to 1,88,108 MT,
showing an increase of 13.45% over the previous
year.
Your Company has registered Revenue from
Operations of C1,73,499.11 lakhs as compared to
C1,36,846.01 lakhs in the previous year. The exports
of the Company increased from C7,594.32 lakhs to
C8,488.23 lakhs showing an increase of 11.77%.
The Company earned profit before depreciation,
interest and tax of C18,008.08 lakhs as against
C20,257.95 lakhs in the previous year. After providing
for depreciation of C2,812.16 lakhs (Previous
Year C2,696.45 lakhs), interest of C1,765.35 lakhs
(Previous Year C1,727.94 lakhs), provision for
current tax including tax adjustment relating to prior
years of C3,462.45 lakhs (Previous Year C2,704.01
lakhs) and Deferred Tax amounting to C(76.66)
lakhs (Previous Year C3,054.51 lakhs), the total
comprehensive income worked out to C10,016.87
lakhs as compared to C10,093.79 lakhs in the
previous year.
The balance available for appropriation after adding
balance in surplus account is C31,563.63 lakhs.
RESOURCES UTILISATION:a) Fixed Assets:
The net block as at 31st March, 2023 was C29,300.63
lakhs as compared to C28,830.23 lakhs in the
previous year.
The current assets as on 31st March, 2023 were
C69,862.65 lakhs as against C59,672.50 lakhs in the
previous year. Inventory level was at C36,267.99
lakhs as compared to the previous year level of
C30,432.20 lakhs.
FINANCIAL CONDITIONS & LIQUIDITY:
The Company enjoys a rating of "AA/Stable" from
Credit Rating Information Services of India (CRISIL)
for long term borrowings and "A1 " for short
term borrowings. Management believes that the
Company''s liquidity and capital resources should
be sufficient to meet its expected working capital
needs and other anticipated cash requirements.
The position of liquidity and capital resources of
the Company is given below:-
|
PARTICULARS |
2022-231 |
2021-22 |
|
Cash and Cash Beginning of the year |
27.10 |
234.00 |
|
End of the year |
953.50 |
27.10 |
|
Net cash provided Operating Activities |
7,357.55 |
5,887.98 |
|
Investing Activities |
(1,483.48) |
(911.18) |
|
Financing Activities |
(4,947.67) |
(5,183.70) |
3. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
Management Discussion and Analysis Report
for the year under review, as stipulated under
Regulation 34(2) (e) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a
separate section forming part of this Annual Report.
The Board of Directors in its meeting held on
27th April, 2023 has recommended dividend of C2/-
per share on the fully paid-up Equity Shares of the
Company.
5. CONSOLIDATED FINANCIAL STATEMENT:
As your Company does not have any subsidiary,
associate or joint venture company, the provisions
of Companies Act, 2013 and Indian Accounting
Standards (Ind AS) 110, 111 and 112 in relation to
consolidation of accounts do not apply.
6. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:
The Company does not have any subsidiary,
associate or joint venture company.
Liable to retire by rotation: In accordance with
the provisions of the Articles of Association of the
Company, Mrs. Suchita Jain and Mr. Rajendar Kumar
Rewari, Directors of the Company, retires by rotation
at the conclusion of the forthcoming Annual General
Meeting and being eligible, offers themselves
for re-appointment. The Board recommended
their re-appointment for the consideration of the
Members of the Company at the ensuing Annual
General Meeting.
Further, in accordance with the provisions of
the Articles of Association of the Company,
Mr. B.K. Choudhary, Director of the Company, also
retires by rotation at the ensuing Annual General
Meeting of the Company. However, he has not
offered himself for re-appointment as a Director.
Accordingly, he would cease to be a Director of
the Company at the ensuing AGM.
Appointment of Directors: During the year under
review:
- Mr. Suman Chatterjee and Mrs. Vidya Shah,
were appointed as Independent Directors of
the Company for a term of five (5) consecutive
years w.e.f. 25th July, 2022;
- Mr. Rajendar Kumar Rewari was appointed as
an Executive Director of the Company for a
term of five (5) years w.e.f. 25th July, 2022; and
- Mr. Toshio Ito was appointed as a Non-Executive
Director (Subscriber Director of Aichi Steel
Corporation) of the Company, w.e.f. 25th July,
2022.
Their appointments were further approved by
the Members of the Company in the Annual
General Meeting held on 30th September, 2022.
Further, during the year, designation of
Mr. Rajeev Gupta was changed from Non-Executive
Independent Director to Non-Executive
Non-Independent Director w.e.f. 30th September,
2022.
Cessation from Directorship: During the year
under review:
- Mr. Takashi Ishigami, Non-Executive Director
(Subscriber Director of Aichi Steel Corporation)
ceased to be Director of the Company w.e.f.
25th July, 2022, as he resigned from the Board
of the Company due to his retirement from
Aichi Steel Corporation;
- Mr. Sanjeev Pahwa, Independent Director,
ceased to be Director of the Company w.e.f.
30th September, 2022 on completion of his
second term of appointment; and
- Mrs. Shubhra Bhattacharya, Independent
Director, ceased to be Director of the Company
w.e.f. 2nd January, 2023, as she resigned from
the Board of the Company due to personal and
other professional commitments.
Declaration by Independent Directors:
The Independent Directors have submitted their
disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
relevant rules thereof.
Your Board confirms that in its opinion the
Independent Directors possess the requisite
integrity, experience, expertise, proficiency and
qualifications. All the Independent Directors on the
Board of the Company are registered with the Indian
Institute of Corporate Affairs, Manesar, Gurgaon
(IICA) as notified by the Central Government
under Section 150(1) of the Companies Act, 2013
and, if applicable, shall undergo online proficiency
self-assessment test within the time prescribed by
the IICA.
Familiarization programmes for Board Members:
Your Company has formulated Familiarization
Programme for all the Board members in
accordance with Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Schedule IV of the
Companies Act, 2013 which provides that the
Company shall familiarize the Independent
Directors with the Company, their roles, rights,
responsibilities in the Company, nature of Industry
in which the Company operates, business model
of the Company, etc. through various programs.
The Familiarization Programme for Board
members may be accessed on the Company''s
website at the link: https://www.vardhman.com/
Document/Report/Company%20Information/
Policies/Vardhman%20Special%20Steels%20Ltd/
Familiarisation Programme for Board Members.
pdf
Annual Evaluation of the Board Performance:
The meeting of Independent Directors of the
Company for the financial year 2022-23 was held
on 11th March, 2023 to evaluate the performance
of Non-Independent Directors, Chairperson of the
Company and the Board as a whole.
The evaluation was done by way of discussions
on the performance of the Non- Independent
Directors, Chairperson and Board as a whole.
A policy on the performance evaluation of
Independent Directors, Board, Committees and
other individual Directors which includes criteria for
performance evaluation of non-executive directors
and executive directors has been formulated by the
Company.
8. NOMINATION AND REMUNERATION POLICY:
In compliance with Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Nomination and
Remuneration Policy of the Company has
been duly approved and adopted by the Board
pursuant to recommendations of Nomination
and Remuneration Committee of the Company
and may be accessed on the website of the
Company at the link: https://www.vardhman.com/
Document/Report/Company%20Information/
Po[icies/Vardhman%20Specia[%20Stee[s%20
Ltd/Nomination & Remuneration Poiicv.pdf.
As mandated by proviso to Section 178(4) of
the Companies Act, 2013, sa[ient features of
Nomination and Remuneration Policy are as under:
a) Identifying persons who are qualified to
become Directors and who may be appointed
in Senior Management in accordance with the
criteria [aid down and recommending to the
Board their appointment and remova[.
b) Formulating the criteria for determining
qualifications, positive attributes and
independence of a Director and eva[uating the
ba[ance of ski[[s, know[edge and experience on
the Board and on the basis of such eva[uation,
prepare a description of the ro[e and capabi[ities
required of an independent director.
c) Recommending to the Board, po[icy re[ating
to remuneration of Directors (Whole time
Directors, Executive Directors etc.), Key
Manageria[ Personne[ and other emp[oyees
while ensuring the following:
i. That the level and composition of
remuneration is reasonable and sufficient
to attract, retain and motivate directors of
the qua[ity required to run the company
successfu[[y.
ii. That relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks.
iii. That remuneration to directors, key
managerial personnel and senior
management involves a balance between
fixed and incentive pay reflecting short
and long term performance objectives
appropriate of the working of the Company
and its goals.
d) Formulating the criteria for evaluating
performance of Board and a[[ the Directors.
e) Devising a po[icy on diversification of Board.
f) Determining whether to extend or continue
the term of appointment of the independent
director on the basis of the report of
performance eva[uation of independent
directors.
g) Recommending to the Board remuneration
payab[e to senior management.
9. KEY MANAGERIAL PERSONNEL (KMP):
In comp[iance with provisions of Section 203 of
the Companies Act, 2013, fo[[owing are the KMPs
of the Company as on 31st March, 2023:
|
S.No. Name |
Designation |
|
1. Sachit Jain |
Vice-Chairman & |
|
2. Sanjeev SingLa |
Chief Financia[ Officer |
|
3. Sonam Taneja |
Company Secretary |
During the year under review, the Board met Four
(4) times and the intervening gap between any
two meetings was within the period prescribed
under Companies Act, 2013. The detai[s of Board
Meetings are set out in Corporate Governance
Report which forms part of this Annua[ Report.
11. AUDITORS AND AUDITORS'' REPORT:
Statutory Auditors:
M/s. BSR & Co., LLP, Chartered Accountants,
(Firm Registration No.: 101248W/W-100022) were
appointed as Statutory Auditors of the Company for
a term of 5 years at the 8th Annua[ Genera[ Meeting
he[d on 27th September, 2018. Since, their term is
expiring at the ensuing Annua[ Genera[ Meeting, the
Board of Directors in its meeting he[d on 27th Apri[,
2023, has approved and recommended to the
Shareho[ders the re-appointment of M/s. BSR & Co.,
LLP, as the Statutory Auditors of the Company for a
second consecutive term of 5 years starting from
the conc[usion of 13th Annua[ Genera[ Meeting.
The said re-appointment is subject to approva[ by
the Members of the Company.
Further, the Statutory Auditors of the Company
have submitted Auditors'' Report on the accounts
of the Company for the accounting year ended
31st March, 2023.
This Auditors'' Report is se[f-exp[anatory and requires
no comments.
M/s. Harsh Goya[ & Associates, Company Secretary
in Practice, were appointed as Secretaria[ Auditors
of the Company by the Board of Directors of the
Company in its meeting he[d on 29th Apri[, 2022 for
the financia[ year 2022-23.
The Secretaria[ Auditors of the Company have
submitted their Report in Form No. MR-3 as
required under Section 204, of the Companies
Act, 2013 for the financia[ year ended 31st March,
2023. This Report is se[f-exp[anatory and requires
no comments. The Report forms part of this report
as Annexure - I.
The Company is maintaining the Cost Records, as
specified by the Centra[ Government under section
148(1) of Companies Act, 2013.
The Board of Directors has appointed M/s Ramanath
Iyer & Company, Cost Accountants, New De[hi,
as the Cost Auditors of the Company to conduct
Cost Audit of the Accounts for the financia[ year
ended 2023-24. However, as per the provisions of
Section 148 of the Companies Act, 2013, read with
Companies (Cost Records and Audit) Ru[es, 2014,
the remuneration to be paid to the Cost Auditors
is subject to ratification by Members at the Annua[
Genera[ Meeting. According[y, the remuneration to
be paid to M/s Ramanath Iyer & Company, Cost
Accountants, New De[hi, for financia[ year 2023-24
is p[aced for ratification by the Members.
12. AUDIT COMMITTEE & VIGIL MECHANISM:
Composition of Audit Committee:
The Audit Committee consists of Mr. Rakesh Jain,
Mr. Sanjoy Bhattacharyya, Mr. Suman Chatterjee
and Mrs. Vidya Shah, Independent Directors and
Mr. Rajinder Kumar Jain, Non-Executive Director.
Mr. Rakesh Jain is the Chairman of the Committee
and Ms. Sonam Taneja is the Secretary of the
Committee. A[[ the recommendations made by the
Audit Committee were accepted by the Board.
Vigil Mechanism:
Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013, the Company has estab[ished
a "Vigi[ Mechanism" incorporating Whist[e B[ower
Po[icy in terms of SEBI (Listing Ob[igations and
Disc[osure Requirements) Regu[ations, 2015, for
emp[oyees and Directors of the Company, for
expressing the genuine concerns of unethica[
behavior, actua[ or suspected fraud or vio[ation
of the codes of conduct by way of direct access
to the Managing Director/ Chairman of the Audit
Committee.
The Company has a[so provided adequate
safeguards against victimization of emp[oyees and
Directors who express their concerns.
The Po[icy on Vigi[ Mechanism and Whist[e
B[ower Po[icy as approved by the Board may be
accessed on the Company''s website at the [ink:
https://www.vardhman.com/Document/Report/
Company%20Information/Po[icies/Vardhman%20
Specia[%20Stee[s%20Ltd/ Whist[e B[ower Po[icy.
pdf
The Company has in p[ace a system of Corporate
Governance. Corporate Governance is about
maximizing shareho[der va[ue [ega[[y, ethica[[y
and sustainab[y. A separate report on Corporate
Governance forming part of the Annua[ Report
of the Company is annexed hereto. A certificate
from the Practising Company Secretary regarding
comp[iance of conditions of Corporate Governance
as stipu[ated under SEBI (Listing Ob[igations and
Disc[osure Requirements) Regu[ations, 2015 is
annexed to the report on Corporate Governance.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Vision & Core areas of CSR: Your Company is
committed to and fu[[y aware of its CSR, the
guide[ines in respect of which are more c[ear[y [aid
down in the Companies Act, 2013. The Company''s
vision on CSR is to pursue a corporate strategy
that enab[es shareho[der va[ue enhancement and
societa[ va[ue creation in a mutua[[y reinforcing and
synergistic manner.
CSR Policy: The Corporate Socia[ Responsibi[ity
Po[icy of the Company indicating the activities to
be undertaken by the Company, as approved by
the Board, may be accessed on the Company''s
website at the link: https://www.vardhman.com/
Document/Report/Company%20Information/
Po[icies/Vardhman%20Specia[%20Stee[s%20Ltd/
Corporate Social Responsibility Poiicy.pdf
During the year, the Company has spent a total of
C122.94 [akhs on CSR activities.
The disclosures related to CSR activities pursuant
to Section 134(3) of the Companies Act, 2013 read
with Rule 9 of Companies (Accounts) Rules, 2014
and Companies (Corporate Social Responsibility)
Rules, 2014 is annexed hereto and forms part of
this report as Annexure - II.
The Risk Management Policy required to be
formu[ated under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been duly
formulated and approved by the Board of Directors
of the Company. The aim of Risk Management
Policy is to maximize opportunities in a[[ activities
and to minimize adversity. The po[icy inc[udes
identifying types of risks and its assessment, risk
hand[ing, monitoring and reporting, which in the
opinion of the Board may threaten the existence
of the Company.
The Risk Management Po[icy may be accessed
on the Company''s website at the [ink: https://
www.vardhman.com/Document/Report/
Company%20Information/Po[icies/Vardhman%20
Specia[%20Stee[s%20Ltd/Risk Management
Po[icy.pdf
16. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR):
SEBI (Listing Ob[igations and Disc[osure
Requirements) Regu[ations, 2015 mandate the
inc[usion of the BRSR as part of the Annua[ Report
for top 1000 [isted entities based on market
capita[ization. In comp[iance with the Listing
Regu[ations, we have integrated BRSR disc[osure
into our Annua[ Report.
17. DIVIDEND DISTRIBUTION POLICY (DDP):
As per Regu[ation 43A of the SEBI (Listing Ob[igations
and Disc[osure Requirements) Regu[ations, 2015,
the top 1000 [isted companies are required to
formu[ate a DDP According[y, a DDP was adopted
to set out the parameters and circumstances
that wi[[ be taken into account by the Board in
recommending the distribution of dividend to its
shareho[ders and/or retaining profits earned by the
Company. The po[icy is avai[ab[e on the Company''s
website at the [ink: https://www.vardhman.com/
Document/Report/Company%20Information/
Po[icies/Vardhman%20Specia[%20Stee[s%20Ltd/
Dividend Distribution Po[icy.pdf
18. INTERNAL FINANCIAL CONTROLS:
The Company has in p[ace adequate interna[
financial contro[s with reference to financiaL
statements. During the year, such control were
tested and no reportab[e materia[ weakness in the
design or operation was observed.
A report on the Interna[ Financia[ Control under
c[ause (i) of sub-section 3 of section 143 of the
Companies Act, 2013 as given by the Statutory
Auditors of the Company forms part of the
Independent Auditor''s Report as Annexure B.
19. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:
A[[ contracts / arrangements / transactions
entered into by the Company during the financia[
year with re[ated parties were in the ordinary
course of business and on an arm''s [ength basis.
During the year, the Company had not entered
into any contract/ arrangement/ transaction with
re[ated parties which cou[d be considered materia[
in accordance with the Regu[ation 23 of SEBI
(Listing Ob[igations and Disdosure Requirements)
Regu[ations, 2015. According^, the disdosure
of Re[ated Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in
Form AOC-2 is not app[icab[e.
The Po[icy on deafing with re[ated party
transactions as approved by the Board may be
accessed on the Company''s website at the [ink:
https://www.vardhman.com/Document/Report/
Company%20Information/Po[icies/Vardhman%20
Specia[%20Stee[s%20Ltd/Re[ated Party
Transaction Po[icy.pdf
Your Directors draw attention of the Members to
Note 44 to the financia[ statement which sets out
re[ated party disdosures.
20. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
Particu[ars of [oans given/ taken, investments made,
guarantees given and securities provided a[ong with
the purpose for which the [oan or guarantee or
security is proposed to be utitized by the recipient
are provided in the financia[ statement (P[ease refer
to Note 6, 7, 12 and 20 to the financia[ statement).
21. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Energy conservation continues to be an area of
major emphasis in our Company. Efforts are made
to optimize the energy cost white carrying out the
manufacturing operations. Particu[ars with respect
to conservation of energy and other areas as per
Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Ru[es, 2014, are
annexed hereto and forms part of this report as
Annexure - III.
In terms of Section 92(3) and 134(3)(a) of the
Companies Act, 2013 the Annua[ Return of the
Company is avai[ab[e on the website of the Company
www.vardhman.com/ www.vardhmanstee[.com.
23. HUMAN RESOURCES /INDUSTRIAL RELATIONS:
Human resource is considered as the most
va[uab[e of a[[ resources avai[ab[e to the Company.
The Company continues to [ay emphasis on bui[ding
and sustaining an exceUent organization dimate
based on human performance. The Management
has been continuous^ endeavoring to bui[d high
performance cu[ture on one hand and amiabte
work environment on the other hand. As on
31st March, 2023, the Company emp[oyed around
1,125 emp[oyees on permanent ro[[s.
Pursuit of proactive po[icies for industria[ re[ations
has resu[ted in a peacefu[ and harmonious situation
on the shop floor of the p[ant.
24. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:
The disdosures in respect of manageria[
remuneration as required under section 197(12)
read with Ru[e 5(1) of the Companies (Appointment
& Remuneration of Manageria[ Personne[) Ru[es,
2014 is annexed hereto and forms part of this
report.
A statement showing the names and other
particu[ars of the emp[oyees drawing remuneration
in excess of the Emits set out in Ru[e 5(2) and 5(3)
of the Companies (Appointment & Remuneration
of Manageria[ Personne[) Ru[es, 2014 is annexed
hereto and forms part of this report.
A[[ the above detai[s are provided in Annexure - IV.
In terms of section 197(14) of the Companies Act,
2013, the Company does not have any Ho[ding or
Subsidiary Company.
25. MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:
No materia[ changes and commitments affecting
the financia[ position of the Company occurred
between the end of the financia[ year to which
these financia[ statements re[ate and the date of
this report.
26. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 (5) of the
Companies Act, 2013 the Board hereby submit its
Responsibi[ity Statement: â
a. in the preparation of the annua[ accounts, the
app[icab[e accounting standards have been
fo[[owed a[ong with the proper exp[anation
renting to materia[ departures;
b. appropriate accounting poficies have been
se[ected and app[ied consistent[y and have
made judgments and estimates that are
reasonab[e and prudent so as to give a true and
fair view of the state of affairs of the Company
as at 31st March, 2023 and of the profit of the
Company for the year ended on 31st March,
2023;
c. proper and sufficient care has been taken for
the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregu[arities;
d. the annua[ accounts have been prepared on a
going concern basis;
e. the Interna[ financia[ control have been [aid
down to be foUowed by the Company and that
such interna[ financia[ control are adequate
and are operating effective[y; and
29. BONUS ISSUE:
The Board of Directors of your Company in its
meeting held on 12th April, 2023 has approved
to issue Bonus Shares to the existing Equity
Shareholders of the Company in the ratio of 1:1,
subject to approval of Members through Postal
Ballot.
30. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their
sincere gratitude to the Government, Bankers,
Business Constituents and Shareholders for their
f. a proper system has been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.
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 the
year under review:
a. Details relating to deposits covered under
Chapter V of the Act.
b. Issue of equity shares with differential rights as
to dividend, voting or otherwise.
c. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and Company''s
operations in future.
d. Change in nature of Business of Company.
e. Transfer of Unclaimed dividend to Investor
Education and Protection fund.
f. No fraud has been reported by the Auditors to
the Audit Committee or the Board.
g. There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.
h. There was no instance of one time settlement
with any Bank or Financial Institution.
Further, your Directors state that the Company has
complied with the provisions relating to constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and there was
no complaint filed under the said Act.
28. VARDHMAN SPECIAL STEELS LIMITED
EMPLOYEE STOCK OPTION PLAN:
The Company has granted options to its employees
under Vardhman Special Steels Limited Employee
Stock Options Plan, 2016 (hereinafter referred as
ESOP Plan 2016) and Vardhman Special Steels
Limited Employee Stock Options Plan, 2020
(hereinafter referred as ESOP Plan 2020).
⢠As per the terms of the ESOP Plan 2016, the
Company can grant a maximum of 3,71,108
options to eligible employees from time to
time. One option entitles the holder to apply
for one equity share of the Company in terms
of ESOP Plan 2016. Accordingly, during the
financial year, a total of 28,125 options were
exercised by the eligible employees under 2nd
grant of ESOP Plan 2016.
Further, the Nomination and Remuneration
Committee in its meeting held on 23rd July,
2022 has made a third grant of 9,000 options
under ESOP Plan 2016 to its eligible employees
out of 9,437 options lying ungranted under
the said Plan. These options will vest with the
eligible employees after two years from the
date of grant.
⢠As per the terms of the ESOP Plan 2020, the
Company can grant a maximum of 5,00,000
options to eligible employees from time to
time. One option entitles the holder to apply
for one equity share of the Company in terms
of ESOP Plan 2020. Accordingly, during the
financial year, a total of 38,125 options were
exercised by the eligible employees under 1st
grant of ESOP Plan 2020.
Further, the Nomination and Remuneration
Committee in its meeting held on 23rd July,
2022 has made a second grant of 1,25,000
options under ESOP Plan 2020 to its eligible
employees out of 2,20,500 options lying
ungranted under the said Plan. These options
will vest with the eligible employees after two
years from the date of grant.
The paid-up equity share capital of the Company
after this allotment stood increased to C40,62,74,140.
The ESOP Plan 2016 and 2020 of the Company
are being implemented in accordance with SEBI
(Share Based Employee Benefits) Regulations, 2014
and the resolution passed by the shareholders
approving the said plan. A certificate from the
Secretarial Auditor of the Company in this regard
would be available during the Annual General
Meeting for the inspection by the Members.
The details as required to be disclosed are
put on the Company''s website and may be
accessed at https://www.vardhman.com/
Document/Report/Compliances/Miscellaneous/
Vardhman%20Special%20Steels%20Ltd/ESOP
Disclosure - 2022-23.pdf
continued and valuable co-operation and support
to the Company and look forward to their continued
support and co-operation in future too.
They also take this opportunity to express their
deep appreciation for the devoted and sincere
services rendered by the employees at all levels of
the operations of the Company during the year.
FOR AND ON BEHALF OF THE BOARD
Place : Ludhiana (RAJEEV GUPTA)
Dated : 27th April, 2023 Chairman
Mar 31, 2018
Dear Members,
The Directors of your Company have pleasure in presenting their 8th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March, 2018.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended 31st March, 2018 is as under:-
(Rs. in Lakhs)
|
PARTICULARS |
2017-18 |
2016-17 |
|
Revenue from operations (Net) |
87,788.73 |
75,312.90 |
|
Other Income |
610.79 |
564.29 |
|
Profit before Depreciation, Interest & Tax (PBDIT) |
6,803.68 |
6,548.09 |
|
Interest and Financial expenses |
2,143.08 |
2,827.97 |
|
Profit before Depreciation and Tax (PBDT) |
4,660.6 |
3,720.12 |
|
Depreciation |
2,151.04 |
1,806.70 |
|
Profit before Tax (PBT) |
2,509.56 |
1,913.42 |
|
Provision for Tax - Current Tax (Net of MAT) |
5.93 |
6.27 |
|
- Income Tax relating to earlier years |
- |
(6.53) |
|
Profit after tax (PAT) |
2,503.63 |
1,913.68 |
|
Other Comprehensive Income |
(29.77) |
(22.67) |
|
Total Comprehensive Income |
2,473.86 |
1,891.01 |
|
Earnings per share (Rs.) |
||
|
- Basic |
7.91 |
7.80 |
|
- Diluted |
7.88 |
7.80 |
2. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:
PRODUCTION & SALES REVIEW:
During the year under review, the production of Billet increased from 1,35,884 MT to 1,67,425 MT, showing an increase of 23.21 % over the previous year. The Rolled production increased from 1,35,119 MT to 1,49,957 MT, showing an increase of 10.98% over the previous year.
Your Company has registered Revenue from Operations of RS.87,788.73 lakhs as compared to RS.7 5,312.90 lakhs in the previous year. The exports of the Company increased from RS.3,953.28 lakhs to RS.4,941.67 lakhs showing an increase of 25.00%.
PROFITABILITY:
The Company earned profit before depreciation, interest and tax of RS.6,803.68 lakhs as against RS.6,548.09 lakhs in the previous year. After providing for depreciation of RS.2,151.04 lakhs (previous year RS.1,806.70 lakhs), interest of RS.2,143.08 lakhs (previous year RS.2,827.97 lakhs), the net profit after comprehensive income worked out to RS.2,473.86 lakhs as compared to RS.1,891.01 lakhs in the previous year.
RESOURCES UTILISATION:
a) Fixed Assets:
The net block as at 31st March, 2018 was RS.24,955.90 lakhs as compared to RS.26,456.50 lakhs in the previous year.
b) Current Assets:
The current assets as on 31 st March, 2018 were RS.39,781.98 lakhs as against RS.33,507.89 lakhs in the previous year. Inventory level was at RS.15,860.29 lakhs as compared to the previous year level of RS.11,783.09 lakhs.
FINANCIAL CONDITIONS & LIQUIDITY:
The Company enjoys a rating of âAA/stableâ from Credit Rating Information Services of India (CRISIL) for long term borrowings and âA1 â for short term borrowings, respectively. Management believes that the Companyâs liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cash requirements. The position of liquidity and capital resources of the Company is given below:-
(Rs. in Lakhs)
|
PARTICULARS |
2017-18 |
2016-17 |
|
Cash and Cash equivalents: |
||
|
Beginning of the year |
594.64 |
379.06 |
|
End of the year |
748.49 |
594.64 |
|
Net cash provided (used) by: |
||
|
Operating Activities |
1,121.00 |
6,803.54 |
|
Investing Activities |
(1,625.24) |
(1,565.42) |
|
Financial Activities |
658.09 |
(5,022.54) |
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
4. DIVIDEND:
No Dividend was declared during the current financial year.
5. CONSOLIDATED FINANCIAL STATEMENT:
As your Company does not have any subsidiary, associate or joint venture company, the provisions of Companies Act, 2013 and Indian Accounting Standards (Ind AS) 110, 111 and 112 in relation to consolidation of accounts do not apply.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate or joint venture company.
7. DIRECTORS:
Liable to retire by rotation: In accordance with the provisions of the Articles of Association of the Company, Mrs. Suchita Jain, Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommended her appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
Cessation from Directorship: Mr. Prafull Anubhai, Independent Director, ceased to be a Director of the Company w.e.f. 5th November, 2017.
Declaration under Section 149(6):
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.
Companyâs Policy relating to Directors appointment, payment of remuneration and discharge of their duties:
The Nomination & Remuneration Committee of the Company has formulated the Nomination & Remuneration Policy on Directorâs appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013.
The Nomination & Remuneration Policy is annexed hereto and forms part of this report as Annexure I.
Continuation of Non-Executive Directors:
Pursuant to the provisions of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Special Resolution has been proposed to be passed by the Members in the ensuing Annual General Meeting for continuation of directorship of Mr. Rajinder Kumar Jain, a non-executive director who is above the age of 75 years.
Familiarization programmes for Board Members:
Your Company has formulated Familiarization Programme for all the Board members in accordance with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc. through various programmes.
The Familiarization Programme for Board members may be accessed on the Companyâs website at the link:
http://vardhmansteel.com/vss/uploads/tpl-buddy-011/img/familarisation%20program.pdf
Annual Evaluation of the Board Performance:
The meeting of Independent Directors of the Company for the calendar year 2017 was held on 4th November, 2017 to evaluate the performance of NonIndependent Directors, Chairperson of the Company and the Board as a whole.
The evaluation was done by way of discussions on the performance of the NonIndependent Directors, Chairperson and Board as a whole.
A policy on the performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors has been formulated by the Company.
8. KEY MANAGERIAL PERSONNEL (KMP):
In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2018:
|
S.No. |
Name |
Designation |
|
1. |
Sachit Jain |
Vice-Chairman & Managing Director |
|
2. |
Sanjeev Singla |
Chief Financial Officer |
|
3. |
Sonam Taneja |
Company Secretary |
9. NUMBER OF BOARD MEETINGS:
During the year under review, the Board met Four (4) times and the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013. The details of Board Meetings are set out in Corporate Governance Report which forms part of this Annual Report.
10. AUDITORS AND AUDITORSâ REPORT:
Statutory Auditors:
At the Annual General Meeting held on 24th September, 2014, M/s. S.S. Kothari Mehta & Company, Chartered Accountants, Panchkula, were appointed as Statutory Auditors of the Company to hold office till the conclusion of 9th Annual General Meeting of the Company.
The Statutory Auditors of the Company have submitted Auditorsâ Report on the accounts of the Company for the accounting year ended 31st March, 2018.
The Auditorsâ Report is self-explanatory and requires no comments.
Further, this is to inform the members that M/s S.S. Kothari Mehta & Company, have shown their inability to continue as Auditors of the Company and have informed the Company that they will continue as Statutory Auditors upto the conclusion of 8th Annual General Meeting of the Company. Now, on the recommendation of the Audit Committee of the Board of Directors of the Company has recommended the appointment of M/s BSR & Co. LLP Chartered Accountants as the Statutory Auditors of the Company. M/s. BSR & Co. LLP Chartered Accountants will hold the office for a period of 5 years starting from the conclusion of 8th Annual General Meeting till the conclusion of 13th Annual General Meeting, subject to the approval of Members of the Company.
Secretarial Auditor:
M/s. Harsh Goyal & Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on 28th April, 2017 for the financial year 2017-18.
The Secretarial Auditors of the Company have submitted their Report in Form MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31 st March, 2018. The Auditorsâ Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure II. Cost Auditor:
The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013.
The Board of Directors has appointed M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for the financial year ended 2018-19. However, as per provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members at the Annual General Meeting. Accordingly, the remuneration to be paid to M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, for financial year 2018-19 is placed for ratification by the members.
11.AUDIT COMMITTEE & VIGIL MECHANISM:
Composition of Audit Committee:
The Audit Committee consists of Mr. Sanjoy Bhattacharyya, Independent Director, Mr. Sanjeev Pahwa, Independent Director and Mr. Rajinder Kumar Jain, Non-Executive Director. Mr. Sanjoy Bhattacharyya is the Chairman of the Committee and Ms. Sonam Taneja is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 the Company has established a âVigil Mechanismâ incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee.
The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.
The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Companyâs website at the link:
http://vardhmansteel.com/sites/default/files/download-files/vigil_mechanism_final.pdf
12. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clauses of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Vision & Core areas of CSR: Your Company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Companyâs vision on CSR is to pursue a corporate strategy that enables shareholder value enhancement and societal value creation in a mutually reinforcing and synergistic manner.
CSR Policy: The Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be accessed on the Companyâs website at the link:
http://vardhmansteel.com/Corporate%20Social%20Responsibility%20Policy.pdf
During the year, the Company has spent RS.5.65 lakhs on CSR activities.
The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure III.
14.RISK MANAGEMENT:
The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.
The Risk Management Policy may be accessed on the Companyâs website at the link:http://www.vardhmansteel.com/sites/default/files/download-files/ risk_ management_policy_final.pdf
15. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
A report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, as given by the Statutory Auditors of the Company, forms part of the Independent Auditorâs Report as Annexure B.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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 Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable .
The Policy on dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link:
http://www.vardhmansteel.com/sites/default/files/download-files/related_party_transaction_final.pdf
Your Directors draw attention of the Members to Note 37 to the financial statement which sets out related party disclosures.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :
Particulars of loans given/ taken, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 5, 12 and 19 to the financial statement).
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as Annexure IV.
19. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, as substituted by Companies (Amendment) Act, 2017, w.e.f. 31st July, 2018, the web address of the extract of Annual Return of the Company is https://www. vardhman.com/user_files/investor/MGT-9%20VSSL.pdf
20. HUMAN RESOURCES /INDUSTRIAL RELATIONS:
Human resource is considered as the most valuable of all resources available to the Company. The Company continues to lay emphasis on building and sustaining an excellent organization climate based on human performance. The Management has been continuously endeavoring to build high performance culture on one hand and amiable work environment on the other hand. During the year, the Company employed around 954 employees on permanent rolls.
Pursuit of proactive policies for industrial relations has resulted in a peaceful and harmonious situation and the shop floor of the plant.
21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The disclosures in respect of managerial remuneration as required under section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and forms part of this report.
A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.
All the above details are provided in Annexure V.
In terms of section 197(14) of the Companies Act, 2013, the Company does not have any holding or subsidiary Company.
22. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.
23.DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submit its responsibility Statement:-
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
b. appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on 31st March, 2018;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
24. GENERAL DISCLOSURES:
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 the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
4. Change in nature of Business of Company.
5. Transfer of Unclaimed dividend to Investor Education and Protection fund.
Further, your Directors state that the Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there was no case filed under the said Act.
25. STOCK OPTIONS:
The Company has granted Options to its employees under Vardhman Special Steels Limited Employee Stock Option Plan, 2016. Out of a total of 3,71,108 Options, the Company has granted 2,10,000 Options to its eligible employees. One option entitles the holder to apply for one equity share of the Company, subject to corporate action, after a vesting period of 2 years from the date of Grant i.e. 12th November, 2016. So, the exact impact on the paid-up capital of the Company depends on the rights exercised by the eligible employees to convert these options into equity shares of the Company.
The ESOP plan of the Company is being implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the shareholders approving the said plan. A certificate received from the Auditors of the Company in this regard would be available at the Annual General Meeting for the inspection by the Members.
26. RIGHTS ISSUE
During the year, your Company has raised an amount of RS.67.85 crore by issue and allotment of 1,35,70,000 equity shares of RS.10 each at a premium of RS.40/-per share on Rights Basis. The paid-up equity capital of the Company after the Rights Issue stood increased to RS.32,12,53,760/-
27. QUALIFIED INSTITUTIONAL PLACEMENT:
The Members of the Company in its extra-ordinary General Meeting held on 6th December, 2017 had given their approval for raising funds upto an amount not exceeding RS.175 crores by way of issue of ADRs, GDRs, QIP or otherwise.
Accordingly, the Company came out with a QIP Issue in February, 2018 and a Committee of Directors (Fund Raising) in its meeting held on 21st February, 2018, allotted 35,72,000 equity share to successful bidders at a price of RS.140/-per share (including premium of RS.130/-). The paid-up equity capital of the Company after the QIP stood increased to RS.35,69,73,760/-.
28. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers, Business Constituents and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too.
They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.
FOR AND ON BEHALF OF THE BOARD
Place : Gurugram (RAJEEV GUPTA)
Dated : August 11, 2018 Chairman
Mar 31, 2016
DIRECTORS'' REPORT
Dear Members,
The Directors of your Company have pleasure in presenting their 6th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended, 31st March, 2016.
1. FINANCIAL RESULTS:
The financial results for the year are as under:-
(Rs. in Crore)
|
PARTICULARS |
2015-16 |
2014-15 |
|
Revenue from operations (Gross) |
729.33 |
734.18 |
|
Profit before Depreciation, Interest & Tax (PBDIT) |
45.77 |
18.96 |
|
Interest and Financial expenses |
23.53 |
20.21 |
|
Profit before Depreciation and Tax (PBDT) |
22.24 |
(1.25) |
|
Depreciation |
17.03 |
13.87 |
|
Profit before Tax (PBT) |
5.21 |
(15.12) |
|
Provision for Tax - Current |
- |
0.01 |
|
- Deferred Tax (Net of Adjustment) |
- |
- |
|
Profit for the period after tax (PAT) Earnings per share (Rs.) |
5.21 |
(15.13) |
|
- Basic |
2.81 |
(8.15) |
|
- Diluted |
2.81 |
(8.15) |
2. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS: PRODUCTION & SALES REVIEW:
During the year under review, your Company has registered Revenue from Operations of Rs.729.33 Crore as compared to Rs.734.18 Crore in the previous year. The exports for the year under review were Rs.39.35 Crore as compared to Rs.28.64 Crore in the previous year.
PROFITABILITY:
The Company earned profit before depreciation, interest and tax of Rs.45.77 Crore as against Rs.18.96 Crore in the previous year. After providing for depreciation of Rs.17.03 Crore (Previous Year Rs.13.87 Crore), interest of Rs.23.53 Crore (Previous Year Rs.20.21 Crore), the net profit from operations worked out to Rs.5.21 Crore as compared to net loss of Rs.15.13 Crore in the previous year.
RESOURCES UTILISATION:
a) Fixed Assets:
The net fixed assets (including capital work-in-progress) as at 31st March, 2016 were Rs.252.71 Crore as compared to Rs.250.78 Crore in the previous year.
b) Current Assets:
The current assets as on 31st March, 2016 were Rs.343.17 Crore as against Rs.349.89 Crore in the previous year. Inventory level was at Rs.106.90 Crore as compared to the previous year level of Rs.132.89 Crore.
FINANCIAL CONDITIONS & LIQUIDITY:
Management believes that the Company''s liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cash requirements. The position of liquidity and capital resources of the Company is given below:-
(Rs. in crore)
|
PARTICULARS |
2015-16 |
2014-15 |
|
Cash and Cash equivalents: |
|
|
|
Beginning of the year |
8.65 |
13.90 |
|
End of the year |
3.79 |
8.65 |
|
Net cash provided (used) by: |
|
|
|
Operating Activities |
50.10 |
(32.75) |
|
Investing Activities |
(20.13) |
(3.65) |
|
Financial Activities |
(34.83) |
31.15 |
3. DIVIDEND:
No Dividend was declared during the current financial year.
4. CONSOLIDATED FINANCIAL STATEMENT:
As your Company does not have any subsidiary, associate or joint venture company, the provisions of Companies Act, 2013 and Accounting Standards 21, 23 and 27 in relation to consolidation of accounts do not apply.
5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate or joint venture Company.
6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.
7. CORPORATE SOCIAL RESPONSIBILITY:
Your Company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the new Companies Act, 2013. The Company''s vision is to pursue a corporate strategy that enables shareholder value enhancement and societal value creation in a mutually reinforcing and synergistic manner.
The Corporate Social Responsibility Committee of the Company has formulated and recommended to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR policy may be accessed on the Company''s website at the link:
http://vardhmansteel.com/Corporate%20Social%20
Responsibility%20Policy.pdf
The Company has identified following thrust areas for CSR:-
- PROMOTION OF EDUCATION: To continue our endeavour for promoting education by setting up schools, colleges to deliver high quality education to students of all strata of society, including wards of employees of the Company.
- ENVIRONMENT PROTECTION AND ENERGY CONSERVATION: To protect environment and to sustain and continuously improve standards of Environment, Health and Safety through the collective endeavour of Company and its employees at all levels towards attaining world class standards.
- DEVELOPMENT OF HUMAN CAPITAL: To encourage the development of human capital through skills development, vocational training programmes.
- RURAL DEVELOPMENT: To contribute to development in rural areas through agricultural research and knowledge sharing, promoting superior farm practices, improving cotton production, productivity and quality and other agriextension practices such as soil and moisture conservation and watershed management etc.
- OTHER INITIATIVES:
- To contribute to empowering women economically, supplementing primary and secondary education and participating in rural capacity building programmes and such other schemes.
- To respond to emergency situations & disasters by providing timely help to affected victims and their families.
- Any other project/ programme pertaining to activities listed in Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.
During the year, the Company was not able to undertake any CSR initiatives as it has incurred losses in the last three financial years.
The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure I.
8. RISK MANAGEMENT:
The Board of Directors in their meeting held on 31st January, 2015 had constituted Risk Management Committee of the Company. Thereafter, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became effective from 1st December, 2015. These regulations provide for the obligation to constitute Risk Management Committee only on top 100 Listed Companies. Therefore, the Board of Directors in its meeting held on 29th April, 2016 approved dissolution of the Risk Management Committee of the Company w.e.f 29th April, 2016. However, the Risk Management Policy of the Company required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.
The Risk Management policy may be accessed on the Company''s website at the link: http://www.vardhmansteel.com/sites/default/files/ download-files/risk_management_policy_final.pdf
9. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
A report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 as given by the Statutory Auditors of the Company forms part of the Independent Auditor''s Report as Annexure B.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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 Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.vardhmansteel.com/sites/default/files/ download-files/related_party_transaction_final.pdf
Your Directors draw attention of the members to Note 37 to the financial statement which sets out related party disclosures.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 13, 14, 15 and 19 to the financial statement).
1 2. DIRECTORS:
Mr. Rajinder Kumar Jain, Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting, pursuant to the provisions of the Articles of Association of the Company and being eligible, offers himself for re-appointment. The Board recommended his appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
Mr. Sanjoy Bhattacharyya was appointed as an Additional Director of the Company by the Board of Directors in its meeting held on 30th October, 2015. His appointment as an Independent Director for a term starting from conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting is to be approved by the members in ensuing Annual General Meeting.
Declaration under Section 149(6):
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.
Company''s Policy relating to Directors appointment, payment of remuneration and discharge of their duties:
The Nomination & Remuneration Committee of the Company has formulated the Nomination & Remuneration Policy on Director''s appointment and remuneration includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013.
The Nomination & Remuneration Policy is annexed hereto and forms part of this report as Annexure II. Familiarization programmes for Board Members:
Your Company has formulated Familiarization Programme for all the Board members in accordance with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Schedule IV of the Companies Act, 2013 which provides that the
Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc. through various programmes.
The Familiarization Programme for Board members may be accessed on the Company''s website at the link:http://vardhmansteel.com/vss/uploads/tpl-buddy-011/img/ familarisation%20program.pdf
Annual Evaluation of the Board Performance:
The meeting of Independent Directors of the Company for the calendar year 2015 was held on 30th March, 2015 to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole. The evaluation was done by way of discussions on the performance of the Non- Independent Directors, Chairperson and Board as a whole and the minutes of the meeting was submitted to the Chairman of the Company. A policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors have been formulated by the Company.
13. AUDITORS AND AUDITORS'' REPORT:
Statutory Auditors:
At the Annual General Meeting held on 24th September, 2014, M/s. S.S. Kothari Mehta & Company, Chartered Accountants, Panchkula were appointed as Statutory Auditors of the Company to hold office till the conclusion of 9th Annual General Meeting of the Company. In terms of provisions of Section 139 (1) of the Companies Act, 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S.S. Kothari Mehta
& Company as Statutory Auditors is placed for ratification by the members.
Further, the Statutory Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended 31st March, 2016. This Auditors'' Report is self-explanatory and requires no comments.
Secretarial Auditor:
M/s. Khanna Ashwani & Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in their meeting held on 2nd May, 2015 for the financial year 2015-16.
The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204, of the Companies Act, 2013 for the financial year ended 31st March, 2016. This Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure III.
Cost Auditor:
The Board of Directors in their meeting held on 2nd May, 2015 has appointed M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, as the Cost Auditors of the Company to conduct Cost Audit of the Accounts for the financial year ended 2015-16. However, as per provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the remuneration to be paid to the Cost Auditors is subject to ratification by members at the Annual General Meeting. Accordingly, the remuneration to be paid to M/s Ramanath Iyer & Company, Cost Accountants, New Delhi, for financial year 2016-17 is placed for ratification by the members.
The Cost Auditor''s Report for the Financial Year 2015-16 will be forwarded to the Central Government as required under law.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
Four meetings of the Board were held during the year.
15. AUDIT COMMITTEE DISCLOSURES:
Composition:
The Audit Committee consists of Mr. Prafull Anubhai, Chairman and Independent Director, Mr. Rajeev Gupta, Independent Director, Mr. Sanjeev Pahwa, Independent Director and Mr. Rajinder Kumar Jain, Non-Executive Non-Independent Director. Mr. Prafull Anubhai is the Chairman of the Committee and Ms. Sonam Taneja is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism:
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement aims to provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ Chairman of the Audit Committee in exceptional cases.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company''s website at the link:
http://vardhmansteel.com/sites/default/files/download-
files/vigil_mechanism_final.pdf
16. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and forms part of this report as Annexure IV.
18. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2015-16 in Form No. MGT-9 is annexed hereto and forms part of this report as Annexure V.
19. HUMAN RESOURCES /INDUSTRIAL RELATIONS:
The Company continues to lay emphasis on building and sustaining an excellent organization climate based on human performance. Performance management is the key word for the Company. During the year the Company employed around 863 employees on permanent rolls. Pursuit of proactive policies for industrial relations has resulted in a peaceful and harmonious situation on the shop floor of the plant.
20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The disclosures in respect of managerial remuneration as required under section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.
A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.
In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding or Subsidiary Company.
All the above details are provided in Annexure VI.
21. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:â
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
b. appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the year ended on 31st March, 2016;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the Internal financial controls has been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. A proper system has been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
22. GENERAL DISCLOSURES:
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 the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
23. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.
FOR AND ON BEHALF OF THE BOARD
Place : Gurgaon (PRAFULL ANUBHAI)
Dated : 29th April, 2016 Chairman
Mar 31, 2015
Dear Members,
The Directors of your Company have pleasure in presenting their 5th
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the year ended, 31st March, 2015.
1. FINANCIAL RESULTS:
The financial results for the year are as under:-
(Rs.in Crore)
PARTICULARS 2014-15 2013-14
Revenue from operations (Gross) 734.18 408.66
Profit before Depreciation, Interest & Tax 1 8.96 4.43
(PBDIT)
Interest and Financial expenses 20.21 11.90
Profit before Depreciation and Tax (PBDT) (1.25) (7.47)
Depreciation 13.87 5.70
Profit before Tax (PBT) (15.12) (13.17)
Provision for Tax - Current 0.009 0.01
- Deferred Tax (Net of - (3.76)
Adjustment)
Profit for the period after tax (PAT) (15.13) (9.42)
Earnings per share (Rs.)
- Basic (8.15) (5.07)
- Diluted (8.15) (5.07)
2. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS: PRODUCTION & SALES
REVIEW:
During the year under review, your Company has registered Revenue from
Operations of Rs. 734.18 Crore as compared to Rs.408.66 Crore in the
previous year. The exports for the year ended were Rs.28.64 Crore as
compared to Rs. 27.29 Crore in the previous year.
PROFITABILITY:
The Company earned profit before depreciation, interest and tax of Rs.
18.96 Crore as against Rs. 4.43 Crore in the previous year. After
providing for depreciation of Rs. 13.87 Crore (Previous Year Rs. 5.70
Crore), interest of Rs. 20.21 Crore (Previous Year Rs. 11.90 Crore),
provision for current tax Rs. 0.009 Crore (Previous Year Rs. 0.01
Crore), the net loss from operations worked out to Rs. 15.13 Crore as
compared to Rs. 9.42 Crore in the previous year.
RESOURCES UTILISATION:
a) Fixed Assets:
The net fixed assets (including capital work-in- progress) as at 31st
March, 2015 were Rs. 250.78 Crore as compared to Rs. 239.93 Crore in
the previous year.
b) Current Assets:
The current assets as on 31st March, 2015 were Rs. 339.89 Crore as
against Rs. 299.92 Crore in the previous year. Inventory level was at
Rs. 132.89 Crore as compared to the previous year level of Rs. 119.31
Crore.
FINANCIAL CONDITIONS & LIQUIDITY:
Management believes that the Company's liquidity and capital resources
should be sufficient to meet its expected working capital needs and
other anticipated cash requirements. The position of liquidity and
capital resources of the Company is given below:-
(Rs. in crore)
PARTICULARS 2014-15 2013-14
Cash and Cash equivalents:
Beginning of the year 13.90 30.27
End of the year 8.65 13.90
Net cash provided (used) by:
Operating Activities (32.75) (35.90)
Investing Activities (3.65) 52.37
Financial Activities 31.15 (32.86)
3. DIVIDEND:
No Dividend was declared during the current financial year.
4. CONSOLIDATED FINANCIAL STATEMENT:
As your Company does not have any subsidiary, associate or joint
venture company, the provisions of Companies Act, 2013 and Accounting
Standards 21, 23 and 27 in relation to consolidation of accounts do not
apply.
5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate or joint venture
company.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
7. CORPORATE SOCIAL RESPONSIBILITY:
Your Company is committed to and fully aware of its Corporate Social
Responsibility (CSR), the guidelines in respect of which were more
clearly laid down in the recently overhauled Companies Act. The
Company's vision is to pursue a corporate strategy that enables
shareholders value enhancement and societal value creation in mutually
reinforcing and synergistic manner.
The Corporate Social Responsibility Committee of the Company has
formulated and recommended to the Board, a Corporate Social
Responsibility (CSR) Policy indicating the activities to be undertaken
by the Company, which has been approved by the Board.
The CSR policy may be assessed on the Company's website at the link:
http://www.vardhmansteel.com/sites/default/files/ corporate social
responibility policy.pdf
The Company has identified following thrust areas for CSR:-
* PROMOTION OF EDUCATION: To continue our endeavour for promoting
education by setting up schools, colleges to deliver high quality
education to students of all strata of society including wards of VSSL
employees.
* ENVIRONMENT PROTECTION AND ENERGY CONSERVATION: To protect
environment and to sustain and continuously improve standards of
Environment, Health and Safety through the collective endeavour of
Company and its employees at all levels towards attaining world class
standards.
* DEVELOPMENT OF HUMAN CAPITAL: To encourage the development of human
capital through skills development, vocational training programmes.
* RURAL DEVELOPMENT:
To contribute to development in rural areas through agricultural
research and knowledge sharing, promoting superior farm practices,
improving cotton production, productivity and quality and other
agri-extension practices such as soil and moisture conservation and
watershed management etc.
* OTHER INITIATIVES:
* To contribute to empowering women economically, supplementing primary
and secondary education and participating in rural capacity building
programmes and such other schemes.
* To respond to emergency situations & disasters by providing timely
help to affected victims and their families.
* Any other project/ programme pertaining to activities listed in
Schedule VII of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014)
During the year, the Company has not undertaken any CSR initiatives as
it has incurred losses and was not in a position to make CSR
expenditure.
The disclosures related to CSR activities pursuant to Section 134(3) of
the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules,
2014 and Companies (Corporate Social Responsibility) Rules, 2014 is
annexed hereto and form part of this report as Annexure I.
8. RISK MANAGEMENT:
The Board of Directors in their meeting held on 31st January, 2015 had
constituted Risk Management Committee of the Company. The Committee has
formulated Risk Management Policy of the Company which has been
subsequently approved by the Board of Directors of the Company. The aim
of risk management policy is to maximize opportunities in all
activities and to minimize adversity. The policy includes identifying
types of risks and its assessment, risk handling and monitoring and
reporting, which in the opinion of the Board may threaten the existence
of the Company.
The Risk Management policy may be accessed on the Company's website at
the link:
http://www.vardhmansteel.com/sites/default/files/ downloadfiles/risk
management policy final.pdf
9. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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.
The details of material contracts/ arrangements/ transactions at arm's
length basis for the year ended 31st March, 2015 is annexed hereto and
form part of this report as Annexure II.
The Policy on dealing with related party transactions as approved by
the Board may be accessed on the Company's website at the link:
http://www.vardhmansteel.com/sites/default/files/ downloadfiles/related
party transaction final.pdf
Your Directors draw attention of the members to Note 37 to the
financial statement which sets out related party disclosures.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
Particulars of loans given/ taken, investments made, guarantees given
and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the standalone financial statement (Please refer to Note
13, 14, and 15 to the financial statement).
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Suchita Jain, Director of the Company, retire by rotation at the
conclusion of the forthcoming Annual General Meeting, pursuant to the
provisions of the Articles of Association of the Company and being
eligible, offer herself for re-appointment. The Board recommended her
appointment for the consideration of the members of the Company at the
ensuing Annual General Meeting.
During the year under review, the members approved the appointments of
Mr. Prafull Anubhai, Mr. Rajeev Gupta, Mr. Jayant Davar, Mr. Sanjeev
Pahwa and Mr. Mukund Choudhary as Independent Directors of the Company
who are not liable to retire by rotation.
Mr. Mukund Choudhary has resigned from the Board of Directors of the
Company w.e.f. 7th October, 2014.
The following persons were appointed as KMP of the Company:
Sr. Whole Time Key Present position in Company
No. Managerial Personnel
1. Sachit Jain Managing Director (MD)
2. Sonam Taneja* Company Secretary (CS)
3. Sanjeev Singla Chief Financial Officer (CFO)
*Sonam Taneja has been appointed as Company Secretary (KMP) of the
Company w.e.f. 31st January, 2015.
Declaration under Section 149(6):
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules thereof.
Company's Policy relating to Directors appointment, payment of
remuneration and discharge of their duties:
The Nomination & Remuneration Committee of the Company has formulated
the Nomination & Remuneration Policy on Director's appointment and
remuneration includes the criteria for determining qualifications,
positive attributes, independence of a director and other matters as
provided under Section 178(3) of the Companies Act, 2013.
The Nomination & Remuneration Policy is annexed hereto and form part of
this report as Annexure III.
Familiarisation programmes for Board Members:
The Board members are provided with necessary documents/ brochures,
reports and internal policies to enable them to familiarise with the
Company's procedures and practices. Periodic presentations are made at
the Board and Board Committee Meetings on business and performance
updates of the Company, global business environment, business strategy
and risks involved. Quarterly updates on relevant statutory changes and
landmark judicial pronouncements encompassing important laws are
regularly circulated to the Directors. Site visits to various plant
locations are organized for the Directors to enable them to understand
the operations of the Company.
Annual Evaluation of the Board Performance:
The meeting of Independent Directors of the Company was held on 30th
March, 2015 to evaluate the performance of Non-Independent Directors,
Chairman of the Company and the Board as a whole for the financial year
2014-15. The evaluation was done by way of discussions on the
performance of the Non-Independent Directors, Chairman and Board as a
whole and the minutes of the meeting was submitted to the Chairman of
the Company.
A policy on the performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for
performance evaluation of non-executive directors and executive
directors have been formulated by the Company.
13. AUDITORS AND AUDITORS REPORT:
Statutory Auditors:
At the Annual General Meeting held on 24th September, 2014, M/s. S.S.
Kothari Mehta & Company, Chartered Accountants, Panchkula were
appointed as Statutory Auditors of the Company to hold office till the
conclusion of 9th Annual General Meeting of the Company. In terms of
provisions of Section 139 (1) of the Companies Act, 2013, the
appointment of Statutory Auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s. S.S.
Kothari Mehta & Company as Statutory Auditors is placed for
ratification by the members.
Further, the Statutory Auditors of the Company have submitted Auditors'
Report on the accounts of the Company for the accounting year ended
31st March, 2015. This Auditors' Report is self-explanatory and
requires no comments.
Secretarial Auditor:
M/s. Khanna Ashwani & Associates, Company Secretary in Practice, were
appointed as Secretarial Auditors of the Company by the Board of
Directors of the Company in their meeting held on 17th May, 2014 for
the financial year 2014-15.
The Secretarial Auditors of the Company have submitted their Report in
Form No. MR-3 as required under Section 204, of the Companies Act, 2013
for the financial year ended 31st March, 2015. This Report is
self-explanatory and requires no comments. The Report forms part of
this report as Annexure IV.
Cost Auditor:
The Board of Directors has appointed M/s Ramanath Iyer & Company, Cost
Accountants, New Delhi, as the Cost Auditors of the Company to conduct
Cost Audit of the Accounts for the financial year ended 2015-16.
However, as per provisions of Section 148 of the Companies Act, 2013,
read with Companies (Cost Records and Audit) Rules, 2014, the
remuneration to be paid to the Cost Auditors is subject to ratification
by members at the Annual General Meeting. Accordingly, the
remuneration to be paid to M/s Ramanath Iyer & Company, Cost
Accountants, New Delhi, for financial year 2015-16 is placed for
ratification by the members.
The Cost Auditor's Report for the Financial Year 2014-15 will be
forwarded to the Central Government as required under law.
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
Four meetings of the Board were held during the year.
15. AUDIT COMMITTEE DISCLOSURES:
Composition:
The Audit Committee consists of Mr. Prafull Anubhai, Independent
Director, Mr. Rajeev Gupta, Independent Director, Mr. Sanjeev Pahwa,
Independent Director and Mr. R.K. Jain, Non-Executive Director. Mr.
Prafull Anubhai is the Chairman of the Committee and Ms. Sonam Taneja
is the Secretary of the Committee. All the recommendations made by the
Audit Committee were accepted by the Board.
Vigil Mechanism:
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement aims to provide a
channel to the employees and Directors to report to the management
concerns about unethical behaviour, actual or suspected fraud or
violation of the Codes of conduct or policy. The mechanism provides for
adequate safeguards against victimization of employees and Directors to
avail of the mechanism and also provide for direct access to the
Chairman/ Chairman of the Audit Committee in exceptional cases.
The Policy on Vigil Mechanism and whistle blower policy as approved by
the Board may be accessed on the Company's website at the link:
http://www.vardhmansteel.com/sites/default/files/ downloadfiles/vigil
mechanism final.pdf
16. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing Agreement
is annexed to the report on Corporate Governance.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in our
Company. Efforts are made to optimize the energy cost while carrying
out the manufacturing operations. Particulars with respect to
conservation of energy and other areas as per Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are
annexed hereto and form part of this report as Annexure V.
18. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 for the financial year 2014-15 in Form No. MGT-9 is annexed
hereto and form part of this report as Annexure VI.
19. HUMAN RESOURCES /INDUSTRIAL RELATIONS:
The Company continues to lay emphasis on building and sustaining an
excellent organization climate based on human performance. Performance
management is the key word for the company. During the year the Company
employed around 827 employees.
Pursuit of proactive policies for industrial relations has resulted in
a peaceful and harmonious situation on the shop floors of the various
plants.
20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The disclosures in respect of managerial remuneration as required under
section 197(12) read with Rule 5(1) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and
form part of this report as Annexure VII.
None of the employee of the Company receives salary in excess of the
limits set out in Rule 5 (2) and 5 (3) Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014.
In terms of section 197(14) of the Companies Act, 2013, the Company
does not have any Holding or Subsidiary Company.
21. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its Responsibility Statement:Â
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures;
b. appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit of the Company
for the year ended on 31st March, 2015;
c. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the Internal financial controls has been laid down to be followed
by the Company and that such internal financial controls are adequate
and are operating effectively; and
f. the proper systems has been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
22. GENERAL DISCLOSURES:
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 the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
23. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
FOR AND ON BEHALF OF THE BOARD
Place : Gurgaon (PRAFULL ANUBHAI)
Dated : 2nd May, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors of your Company have pleasure in presenting their 4th
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the year ended 31st March, 2014.
1. FINANCIAL RESULTS:
The Financial Results for the year are as under:-
(Rs. In Crore)
PARTICULARS 2013-14 2012-13
Revenue from operations (Gross) 408.66 494.75
Profit before Depreciation, Interest & Tax 4.43 23.24
(PBDIT)
Interest and Financial expenses 11.90 10.87
Profit before Depreciation and Tax (PBDT) (7.47) 12.37
Depreciation 5.70 3.98
Profit before Tax (PBT) (13.17) 8.39
Provision for Tax - Current 0.01 3.91
- Deferred Tax (3.76) (0.37)
Profit after Tax (PAT) (9.42) 4.85
Earnings per share (Rs. )
- Basic (5.07) 2.61
- Diluted (5.07) 2.61
2. DIRECTORS:
Mrs. Ramni Nirula has resigned from the Board of Directors of the
Company w.e.f. 9th November, 2013. Mr. Jayant Davar has been appointed
as an Additional Director on the Board of the Company pursuant to
Section 161 (1) of the Companies Act, 2013 and Articles of Association
of the Company w.e.f. 9th November, 2013.He will hold office upto the
date of ensuing Annual General Meeting.
Mr. B.K. Choudhary, Director of the Company, retires by rotation at the
conclusion of the forthcoming Annual General Meeting, pursuant to the
provisions of Section 152 (6) of the Companies Act, 2013 and being
eligible, offer himself for re-appointment. The Board recommended his
re-appointment for the consideration of the members of the Company at
the ensuing Annual General Meeting.
3. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing
Agreement(s) is annexed to the report on Corporate Governance.
4. AUDITORS:
M/s. S. S. Kothari Mehta & Co., Chartered Accountants, Panchkula,
Auditors of the Company, retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
5. AUDITORS'' REPORT:
The Statutory Auditors of the Company have submitted Auditors'' Report
on the accounts of the Company for the accounting year ended 31st
March, 2014. This Auditors'' Report is self-explanatory and requires no
comments.
6. COST AUDITORS:
The Board of Directors has appointed M/s. Ramanath Iyer & Company, Cost
Accountants, New Delhi, as the Cost Auditors of the Company subject to
shareholders'' approval under Section 148 of the Companies Act, 2013,
read with Companies (Cost Records and Audit) Rules, 2014 for the
Financial Year 2014-15.
7. STATEMENT OF PARTICULARS OF EMPLOYEES:
A Statement of Particulars of Employees pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 including amendments thereon is
enclosed and forms part of this report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimize the energy cost while carrying
out the manufacturing operations. Particulars with respect to
conservation of energy and other areas as per 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, are annexed hereto
and form part of this report.
9. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section-217 (2AA) of the Companies Act, 1956, the Directors
confirm that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(a) appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and Statement of the Profit &
Loss of the Company for the year ended on 31st March, 2014;
(b) proper and sufficient care has been taken for the maintenance of
adequate 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; and
(c) the annual accounts have been prepared on a going concern basis.
10. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
FOR AND ON BEHALF OF THE BOARD
PLACE : GURGAON (PRAFULL ANUBHAI)
DATED : 17th MAY, 2014 Chairman
Mar 31, 2013
Dear Members,
The Directors of your Company have pleasure in presenting their 3rd
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the year ended 31st March, 2013.
1. FINANCIAL RESULTS:
The Financial Results for the year are as under:-
(Rs. in crore)
PARTICULARS 2012-13 2011-12
Revenue from operations (Gross) 494.75 581.19
Profit before Depreciation,
Interest and Tax (PBDIT) 23.24 52.21
Interest and Financial expenses 10.87 6.60
Profit before Depreciation
and Tax (PBDT) 12.37 45.61
Depreciation 3.98 4.06
Profit before Tax (PBT) 8.39 41.55
Provision for Tax - Current 3.91 15.66
- Deferred Tax
(Net of Adjustment) (0.37) (0.01)
Profit after Tax (PAT) 4.85 25.90
Earnings per share (Rs.)
- Basic 2.61 14.15
- Diluted 2.61 14.15
2. DIRECTORS:
Mr. Rajeev Gupta and Mr. Sanjeev Pahwa, Directors of the Company,
retire by rotation at the conclusion of the forthcoming Annual General
Meeting, pursuant to the provisions of Article 108 of the Articles of
Association of the Company and being eligible, offer themselves for
re-appointment. The Board recommended their re-appointment for the
consideration of the members of the Company at the ensuing Annual
General Meeting.
3. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing
Agreement(s) is annexed to the report on Corporate Governance.
4. AUDITORS:
M/s. S. S. Kothari Mehta & Co., Chartered Accountants, Panchkula,
Auditors of the Company, retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
5. AUDITORS'' REPORT:
The Statutory Auditors of the Company have submitted Auditors'' Report
on the accounts of the Company for the accounting year ended 31st
March, 2013. In their report, they have given a qualified opinion so
far as re-instatement of liability in respect of ECB is concerned
(Refer Note 32 to Financial Statements).
The Company had raised ECB of US$ 16.66 million in December, 2011 and
drawdown of the same happened at conversion rate of Rs. 52.48 per US$. As
on 30th June, 2012 the liability in respect of the said ECB was
reinstated as the rupee had depreciated to a level of Rs. 55.61 per US$
on that date.
However, as on 31st March, 2013, while following the conservative
approach, the Company did not provide for notional foreign exchange
gains amounting to Rs. 220 lac arising because of appreciation of rupee
and decided to carry the liability in respect of ECB at a level
determined as on 30th June, 2012. The other points of Auditors'' Report
are self explanatory and needs no comments.
6. COST AUDITORS:
The Board of Directors has appointed M/s. Ramanath Iyer & Company, Cost
Accountants, New Delhi as the Cost Auditors of the Company under
Section 233B of the Companies Act, 1956 read with Cost Audit Rules,
2011 for the year 2013-14. The Cost Auditors'' Report for the financial
year 2012-13 will be forwarded to the Central Government as required
under law.
7. STATEMENT OF PARTICULARS OF EMPLOYEES:
A Statement of Particulars of Employees pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 including amendments thereon is
enclosed and forms part of this report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimize the energy cost while carrying
out the manufacturing operations. Particulars with respect to
conservation of energy and other areas as per 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, are annexed hereto
and form part of this report.
9. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section-217 (2AA) of the Companies Act, 1956, the Directors
confirm that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
a. appropriate accounting policies have been selected and applied
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2013 and of the profit of the Company
for the year ended on 31st March, 2013;
b. proper and sufficient care has been taken for the maintenance of
adequate 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; and
c. the annual accounts have been prepared on a going concern basis.
10. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
FOR AND ON BEHALF OF THE BOARD
PLACE : LUDHIANA (PRAFULL ANUBHAI)
DATED : 10th May, 2013 Chairman
Mar 31, 2012
The Directors of your Company have pleasure in presenting their 2nd
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the year ended, 31st March, 2012. As you
are aware, pursuant to the Scheme of Arrangement & Demerger between
Vardhman Textiles Limited (VTXL) and Vardhman Special Steels Limited
(VSSL) and their respective Shareholders & Creditors as approved by the
Board of Directors and shareholders of respective Companies and
sanctioned by the Hon'ble High Court of Punjab & Haryana at Chandigarh
under section 391 -394 vide its order dated 12th January, 2011, the
steel business undertaking of VTXL has been demerged and got vested in
VSSL w.e.f. 1st January, 2011. Therefore, the figures given herein for
the previous period include operational figures in respect of the said
steel business undertaking for 3 months i.e 1st January, 2011 to 31st
March, 2011.
1. FINANCIAL RESULTS:
The Financial Results for the Current year as well as Previous period
are as under:-
(Rs. In Crore)
PARTICULARS 2011-12 2010-11
Revenue from operations (Gross) 581.19 124.51
Profit before Depreciation,
Interest and Tax (PBDIT) 52.21 12.72
Interest and Financial expenses 6.60 1.04
Profit before Depreciation and Tax (PBDT) 45.61 11.68
Depreciation 4.06 0.95
Profit before Tax (PBT) 41.55 10.73
Provision for Tax - Current 15.66 3.86
- Deferred Tax (0.01) (0.09)
Profit after Tax (PAT) 25.90 6.96
Surplus carried to Balance Sheet 25.90 6.96
Earnings per share (Rs.)
- Basic 14.15 11.95
-Diluted 14.15 11.95
2. DIRECTORS:
Mr. Rajinder Kumar Jain and Mrs. Ramni Nirula, Directors of the
Company, retire by rotation at the conclusion of the forthcoming Annual
General Meeting, pursuant to the provisions of Article 108 of the
Articles of Association of the Company and being eligible, offer
themselves for re- appointment. The Board recommended their re-
appointment for the consideration of the members of the Company at the
ensuing Annual General Meeting.
3. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing Agreement
is annexed to the report on Corporate Governance.
4. AUDITORS:
M/s. S. S. Kothari Mehta & Co., Chartered Accountants, Panchkula,
Auditors of the Company, retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
5. AUDITORS' REPORT:
The Statutory Auditors of the Company have submitted Auditors' Report
on the accounts of the Company for the accounting year ended 31st
March, 2012. In their report, they have made an observation regarding
non-compliance of Accounting Standard - 11 so far as re-instatement of
liability in respect of ECB is concerned (Refer Note 25 to Financial
Statements).
The Company had raised ECB of US$ 16.66 million in December, 2011 and
drawdown of the same happened at conversion rate of Rs. 52.48 per US$. As
on 31st December, 2011, the liability in respect of the said ECB was
reinstated as the rupee had depreciated to a level of Rs. 53.10 per US$
on that date.
However, as on 31st March, 2012, while following the conservative
approach, the Company did not provide for notional foreign exchange
gains amounting to Rs. 3.70 Crores arising because of appreciation of
rupee and decided to carry the liability in respect of ECB at a level
determined as on 31st December, 2011. The other points of Auditors'
Report are self explanatory and needs no comments.
6. COST AUDITORS:
The Board of Directors has re-appointed M/s. Ramanath Iyer & Company,
Cost Accountants, New Delhi, as the Cost Auditors of the Company under
Section 233B of the Companies Act, 1956, for the year 2012-13. The Cost
Auditors' Report for the financial year 2011-12 will be forwarded to
the Central Government as required under law.
7. STATEMENT OF PARTICULARS OF EMPLOYEES:
A Statement of Particulars of Employees pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 is enclosed and forms part
of this report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy conservation continues to be an area of major emphasis in your
Company. Efforts are made to optimize the energy cost while carrying
out the manufacturing operations. Particulars with respect to
conservation of energy and other areas as per 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, are annexed hereto
and forms part of this report.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section-217 (2AA) of the Companies Act, 1956, the Directors
confirm that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
a. appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the year ended on 31st March, 2012;
b. proper and sufficient care has been taken for the maintenance of
adequate 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; and
c. the annual accounts have been prepared on a going concern basis.
10. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
year.
FOR AND ON BEHALF OF THE BOARD
PLACE: GURGAON (PRAFULL ANUBHAI)
DATED : 21ST APRIL, 2012 CHAIRMAN
Mar 31, 2011
The Directors of your Company have pleasure in presenting their 151
Annual Report on the affairs of the Company together with the Audited
Accounts of the Company for the period ended, 31st March, 2011.
As you are aware, pursuant to the Scheme of Arrangement & Demerger
between Vardhman Textiles Limited (VTXL) and Vardhman Special Steels
Limited (VSSL) and their respective shareholders & creditors as
approved by the Board of Directors and Shareholders of respective
Companies and sanctioned by the Humble High Court of Punjab & Haryana
at Chandigarh under Section 391 -394 vide its Order dated 12th January,
2011, the Steel Business Undertaking of VTXL has been demerged into
VSSL w.e.f 1 st January, 2011. Therefore the figures given herein
include operational figures in respect of said Steel Business
Undertaking for a period of 3 months i.e. from 1st January, 2011 to
31st March, 2011.
1. FINANCIAL RESULTS:
The financial results for the period are as under:-
(Rs. In Crores)
PARTICULARS 2010-2011
Turnover 124.55
Profit before Depreciation, Interest & Tax (PBDIT) 12.72
Interest and Financial expenses 1.04
Profit before Depreciation and Tax (PBDT) 11.68
Depreciation 0.95
Profit before Tax (PBT) 10.73
Provision for Tax - Current 3.86
- Deferred Tax (0.09)
Profit after Tax (PAT) 6.96
Surplus carried to Balance Sheet 6.96
Earnings per share (Rs.)
- Basic 11.95
- Diluted 11.95
3. DIRECTORS:
The Board of Directors in its meeting held on 15th March, 2011 has
appointed Mr. Prafull Anubhai, Mr. R. K. Jain, Mrs. Ramni Nirula, Mr.
Rajeev Gupta, Mr. Mukund Choudhary, Mr. Sanjeev Pahwa and Mr. B. K.
Choudhary as Additional Directors on the Board of the Company, pursuant
to Article 105 of the Articles of Association of the Company and
Section 260 of the Companies Act, 1956. Further, the members of the
Company in their Extra- Ordinary General Meeting held on 1st April,
2011 have appointed Mr. Sachit Jain as the Managing Director of the
Company for a period of five years w.e.f. 15th March, 2011.
The Board of Directors in its Meeting held on 2nd April, 2011 has
appointed Mr. Prafull Anubhai as the Chairman to chair all the Board
and General Meetings. Mrs. Shakun Oswal, however, has resigned from the
Board of Directors of the Company w.e.f. 2nd April, 2011.
The Company has received notices from some members under Section 257 of
the Companies Act, 1956, proposing the candidature of Mr. Prafull
Anubhai, Mr. R. K. Jain, Mrs. Ramni Nirula, Mr. Rajeev Gupta, Mr.
Mukund Choudhary, Mr. Sanjeev Pahwa and Mr. B. K. Choudhary as
Directors of the Company. Requisite approval for their appointment is
being sought at the ensuing Annual General Meeting.
Mrs. Suchita Jain, Director of the Company, retires by rotation at the
conclusion of the forthcoming Annual General Meeting, pursuant to the
provisions of Article 108 of the Articles of Association of the Company
and being eligible, offers herself for re-appointment. The Board
recommended her appointment for the consideration of the members of the
Company at the ensuing Annual General Meeting.
4. SCHEME OF ARRANGEMENT AND DEMERGER:
During the period under review, the Company had filed a petition under
section 391-394 of the Companies Act, 1956 for a Scheme of Arrangement
and Demerger between Vardhman Textiles Ltd. (VTXL) and Vardhman Special
Steels Ltd. (VSSL) and their respective shareholders & creditors which
was approved by the shareholders & creditors of the respective
companies in the court convened meetings. The Humble High Court of
Punjab & Haryana, at Chandigarh vide its Order dated 1 2th January,
2011 has sanctioned the Scheme of Arrangement and Demerger pursuant to
which the Steel Business Undertaking of VTXL stood vested in your
Company w.e.f. 1sl January, 2011.
The Company, in consideration, of the Steel Business Undertaking has
allotted 1,27,30,376 Equity Shares of Rs. 10/- each on 8th April, 2011
to the shareholders of VTXL in the ratio of 1 (one) Equity Share of Rs.
10/- each for every 5 (five) shares held by the shareholders of VTXL as
on the record date i.e. 30"1 March, 2011 fixed for the purpose.
5. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. A separate
report on Corporate Governance forming part of the Annual Report of the
Company is annexed hereto. A certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance as
stipulated under Corporate Governance Clause of the Listing Agreement
is annexed to the report on Corporate Governance.
6. AUDITORS:
M/s. S. S. Kothari Mehta & Co., Chartered Accountants, Panchkula,
Auditors of the Company, retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
7. AUDITORS' REPORT:
The Auditors' Report on the accounts is self-explanatory
and requires no comments.
8. COST AUDITORS:
The Board of Directors had appointed M/s. Ramanath Ayer & Company, Cost
Accountants, New Delhi, as the Cost Auditors of the Company under
Section 233B of the Companies Act, 1956, for a period of 3 months from
1sl January, 2011 to 319 March, 2011. The Cost Auditors' Report for the
aforesaid period of 3 months will be forwarded to the Central
Government as required under law.
9. STATEMENT OF PARTICULARS OF EMPLOYEES:
A Statement of Particulars of Employees pursuant to the provisions of
Section 21 7(2A) of the Companies Act, 1956 is enclosed and forms part
of this report.
10. GROUP:
The Company, inter-alia with the following entities, constitutes a
'Group' as defined under the Monopolies and Restrictive Trade Practices
Act, 1969: -
a) Vardhman Textiles Limited
b) Vardhman Holdings Limited
c) VTL Investments Limited
d) Adinath Investment and Trading Company
e) Defacer Investment and Trading Company Private Limited
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Energy conservation is an area of major emphasis in your Company.
Efforts are made to minimize the energy cost while carrying out the
manufacturing operations. Particulars with respect to conservation of
energy and other areas as per Section 21 7(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, are annexed hereto and form part of
this report.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section-21 7 (2AA) of the Companies Act, 1956, the
Directors confirm that in the preparation of the annual accounts, the
applicable accounting standards have been followed;
a. appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31sl March, 2011 and of the profit of the Company
for the period ended on 31st March, 2011;
b. proper and sufficient care has been taken for the maintenance of
adequate 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; and
c. the annual accounts have been prepared on a going concern basis.
13. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude
to the Government, Financial Institutions, Bankers and Business
Constituents for their continued and valuable co-operation and support
to the Company. They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered by the
employees at all levels of the operations of the Company during the
period under review.
FOR AND ON BEHALF OF THE BOARD
PLACE: NEW DELHI (PRAFULL ANUBHAI)
DATED: 27th APRIL, 2011 CHAIRMAN
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