Best Steel Logistics Limited
The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company' or Best Steel') along with audited financial statementAccounts for the financial year ended 31st March 2017.
1. Financial Performance
The summarized financial results of your Company are given in the table below:
| || ||(` in Lakhs) |
|Particulars ||F.Y 2016-17 ||F.Y 2015-16 |
|Income from Operations ||6124.44 ||1669.08 |
|Other income ||66.37 ||83.13 |
|Total revenue ||6190.81 ||1752.21 |
|Profit before Depreciation Int. Tax (PBDIT) ||403.16 ||102.63 |
|Depreciation ||8.16 ||0.39 |
|Profit Before Interest & Tax ||395.00 ||102.24 |
|Profit before Tax ||222.58 ||3.25 |
|Taxation ||81.47 ||4.10 |
|Profit for the year ||141.11 ||(0.85) |
The Company has not declared any Dividend during the financial year 2016-17.
3. Performance Review
The Company has posted impressive performance during the current financial year underreview. On Standalone basis revenue from operations grew by staggering 265% from Rs 16.69crore in financial year 2016 to Rs 61.24 crore in the financial year 2017. Total EBIDTAgrew by 291% from Rs. 1.03 crore in financial year 2016 to Rs. 4.03 crore in financialyear 2017. PAT (net profit after tax) stood at Rs. 1.41 crore in financial year 2017. Thishas been achieved with a focused business strategy resulting in creating a pan Indiapresence. With four centers across India located in Bangalore Hyderabad Faridabad andGhaziabad Best Steel has been able to deliver better service to their customers and saveon logistics costs. The Company has built its credibility in the market space by providinginnovative and cost effective solutions. The fact and figures shared by the company so farbear testimony of its transparency.
4. Projects & Expansion Plans
In a view of offering comprehensive and tailor made Warehouse Management Distributionand inventory management services the Company has established network of warehousefacilities in Dadri Hyderabad Faridabad and Bangalore during the FY 2016-17. In theupcoming year Company initiated for setting facilities in Rajasthan Gujarat and UttarPradesh and augmenting Pan India presence through addition of 3-4 warehouse every year.
5. Management's Discussion and Analysis Report
The detailed report on the Management's Discussion and Analysis Report is presented ina separate section forming part of the Annual Report.
6. Share Capital
There was no change in the Company's share capital during the period under review. TheCompany's paid up equity Share capital remained at Rs. 37000000 comprising 18500000equity shares of Rs. 2/- each.
Your Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.Accordingly there are no unclaimed or unpaid deposits lying with the Company for the yearunder review.
8. Change in the nature of business if any
The Company is pleased to announce that to improve the performance and expanding thebusiness in new verticals the Company in financial Year 2016-17 added one more businessof Warehousing and Logistics along with trading business as its main business. Owing tothe Change in the Object clause the Company has changed its name from M/s PotentialInvestments and Finance Limited to M/s Best Steel Logistics Limited as approved by themembers in its 34th Annual General Meeting of the Company held on August 27 2017.
9. Internal Financial Controls
The Board has adopted policies and procedures for ensuring orderly and efficientconduct of business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of fraud and completeness of the accountingstandards and the timely preparation of reliable financial disclosures. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
10. Credit Rating
The Company's bank facilities have been rated by ICRA Limited (ICRA) during December2016. The Company has received the [ICRA]A-(SO) for its long term facilities and[ICRA]A2+(SO) for its short term facilities.
11. Extract of the Annual Return
The extract of the Annual Return pursuant of Section 134 (3)(a) of the Companies Act2013 in Form no. MGT-9 is annexed hereto as Annexure-"A" and formspart of this Report.
12. Directors and Key Managerial Personnel a. All the Independent Directors havegiven declarations that they meet the criteria of Independence as laid down in Section 149of the Act and Listing Regulations. Based on the disclosure provided by Directors none ofthem are disqualified from being appointed as Directors under Section 164 of the CompaniesAct 2013.
Ms. Gunjan Agarwal who was appointed as an Additional Director by the Board of theDirectors of the Company with effect from January 18 2017 in terms of Section 161 ofCompanies Act 2013 and Articles of Association of the Company holds office until thedate of ensuing Annual General Meeting. Your Company has received a notice under Section160 of the Companies Act 2013 from a shareholder of your Company signifying hisintention to propose the name of Ms. Gunjan Agarwal for appointment as a Director of yourCompany.
Mr. Manoj Gupta Managing Director of the Company resigned with effect from July 202016. Ms. Ruta Jindal ceased to be Director effective from November 9 2016 and Ms. SurbhiArora ceased to be the Additional Director effective from January 18 2017.
d. Board Meetings
During the year 6 (six) board meetings were held details of which are given in theCorporate Governance report. e. Independent Directors' familiarization programme
The Company undertook Directors' familiarization programme for familiarizing them withCompany's operation and other relevant information which would enable them to effectivelydischarge the responsibilities and function conferred on them. Details of familiarizationprogramme imparted is placed on the Company's website at www.beststeel.co.in.
f. Evaluation of Board Committees and
Pursuant to the provisions of the Act and the Listing Regulations the Board hadcarried out performance evaluation of its own the Board Committees and of the IndependentDirectors. Further Independent Directors at a separate meeting evaluated performance ofthe Non-Independent Directors Board as a whole and of the Chairman of the Board. Mannerin which the evaluation has been carried out has been detailed in the Corporate GovernanceReport. g. Policy on appointment and remuneration of Directors
The Board has on the recommendation of the Nomination and Remuneration Committeeformulated criteria for determining Qualifications. Positive attributes and Independenceof Directors as also a policy of remuneration of Directors Key Managerial Personnel andsenior management. The details of criteria laid down and the Remuneration Policy are givenin the Corporate Governance Report.
h. Key Managerial Personnel
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Mr. Saket Agarwal (Executive Director) Ms. Surbhi Arora (CompanySecretary). During the year Mr. Chetan Malik resigned from the post of Company Secretaryand Ms. Surbhi Arora joined as Company Secretary &
Compliance Officer of the Company with effect from May 12 2016. Mr. Manoj Guptaresigned from the post of Managing Director and Mr. Lalit Kumar resigned from the post ofChief Financial Officer of the Company.
13. Auditors and Auditor's Report a. Statutory Auditors: M/s VAPS & Co.
Chartered Accountants Delhi (FRN 003612N) Auditors of the Company as Auditors of theCompany to hold the office from the conclusion of the 33rd Annual General Meeting held onSeptember 28 2015 until the conclusion of the 37th Annual General Meeting subject toratification of the appointment by the members at each AGMs. Accordingly matter relatingto the appointment of the Auditors will be placed for ratification by members at theforthcoming Annual General Meeting. The observations of the Auditors in their report onAccounts and the Financial Statements read with the relevant notes are self explanatory.Auditors' Report for the year under review does not contain any qualification or adverseremarks.
b. Secretarial Auditors: Pursuant to the provisions of Section 204 of theCompanies Act 2013 and Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Company has appointed M/s Anjali Yadav & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit for financial year 2016-17.The Secretarial Audit Report is annexed to this report as Annexure "B".There are no qualifications reservation or adverse remark in the report.
14. Related Party Transaction
All Related Part Transaction (RPTs) entered during the financial year were on an arm'slength basis and in the ordinary course of business. In Compliance with applicableprovisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 for RPTs which areforeseen and repetitive in nature Omnibus Approval of the Audit Committee is obtained atthe beginning of the financial year as per RPT policy. All the RPTs affected during theyear are disclosed in the notes to Financial Statements. There are no materiallysignificant RPTs made by the Company which have a potential conflict with the interest ofthe Company at large and thus disclosure in Form AOC-2 is not required. The Board hasapproved and adopted the policy on Related Party Transaction and same is uploaded on theCompany's website http://www.beststeel.co.in/Policies.html .
In accordance with the provision of Section 152 of the Companies Act 2013 and Articlesof Association of the Company the Board consists of the following Directors:
I. Mr. Saket Agarwal aged 43 years is the Promoter and Director of our Company. Heis Graduate having more than 20 years of experience in Steel & Pipes Industry. He islooking after operations of the Company with the support of other experienced personnel.
II. Mr. Bharat Bhushan Sahny aged 74 years is the Independent Non ExecutiveDirector of our Company. Shri Sahny is a Commerce Graduate from Sri Ram College ofCommerce Delhi. He also held the position of Director on the Board of Delhi StockExchange for 27 years. He also held the position of Vice President and President in"DSE" and was instrumental in getting online Trading started in "DelhiStock Exchange". He also held the position of Chairman of "Investors AwarenessCommittee" for many years and was instrumental in promoting investment culture inNorth India by conducting investor awareness seminars at multiple places.
III. Mr. Rajeev Kohli Mr. Rajeev Kohli is Non-Executive Independent Director ofthe Company having rich and vast experience in the different fields. He is recognized forexcellent people management and team building abilities besides infusing the spirit ofaction and a result oriented work culture.
IV. Ms. Ruta Jindal is Non-executive Director of the Company. She is Post Graduatein Commerce and associated with this Industry since 2005 having more than 11 years ofexperience.
16. Managerial Remuneration and particulars of employees
Disclosure of ratio of the remuneration of each Executive Director to the medianremuneration of the employees of the Company and other requisite details pursuant toSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended is annexedto this report as Annexure C'. Further Particulars of employees pursuant to Rule5(2) & 5(3) of the above rules form part of this report. However in terms ofprovisions of section 136 of the said Act the report and accounts are being sent to allthe members of the Company and others entitled thereto excluding the said particulars ofemployees. Any member interested in obtaining such particulars may write to the CompanySecretary at the registered office of the Company. The said information is available forinspection at the Registered Office of the Company during working hours.
17. Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under provisions of Section 186 ofthe Companies Act 2013 are given in the notes to the Financial Statements.
18. Vigil Mechanism
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns unethical behavior and irregularitiesif any in the Company noticed by them which could adversely affect Company's operationsto the Audit Committee Chairman. The same is reviewed by the Audit Committee from time totime. No concerns or irregularities have been reported till date.
19. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm: a) In the preparation of the annualaccounts for the year ended March 31 2017 the applicable accounting standards have beenfollowed along with proper explanations relating to material departures if any. b) Thatthe Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended March 312017 and of the profit and loss of the Company for the year. c) That proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. d) That the annualaccounts/financial statements have been prepared on a going concern basis. e) TheDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls were adequate and were operating effectively. f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
20. Disclosure under Section 134 (30 (m) of the Companies Act 2013
? Conversation of Energy
The Company continues to give the highest priority for conservation of energy by usinga mix of technology changes process optimization methods and other conventional methodson an ongoing basis.
? Technology Absorption
The Company continues to lay emphasis on development and innovation of in-housetechnological and technical skills to meet the specific customer requirements. Efforts arealso being made to upgrade the existing standards and to keep pace with the advances intechnological innovations.
? Foreign Exchange Earnings and Outgoing
Expenditure in foreign currency : Nil Earnings in foreign currency : Nil
21. Corporate Governance
Including details pertaining to Board Meetings Nomination and Remuneration PolicyPerformance Evaluation Risk Management Audit Committee and Vigil Mechanism: Your Companyreaffirms its commitment to the highest standards of corporate governance practices.Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Corporate Governance Report and the Auditors'Certificate regarding compliance of conditions of Corporate Governance are annexed to thisreport (Annexure D'). The Corporate Governance Report which forms part of thisReport also covers the following: a. Particulars of the 6 (six) Board Meetings heldduring the financial year under review. b. Policy on Nomination and Remuneration of
Directors Key Managerial Personnel and Senior Management including inter alia thecriteria for performance evaluation of Directors. c. The manner in which formal annualevaluation has been made by the Board of its own performance and that of its Committeesand individual Directors. d. The details with respect to composition of
Audit Committee and establishment of Vigil Mechanism. e. Details regarding RiskManagement.
22. Disclosure as per Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013
At Best Steel all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age. Every individualis expected to treat his/her colleagues with respect and dignity. This is enshrined invalues and in the Code of Ethics & Conduct of Best Steel. The Whistle-Blower &Protection Policy also provides a platform to all employees for reporting unethicalbusiness practices at workplace without the fear of reprisal and help in eliminating anykind of misconduct in the system. The Company also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed there under. During the year no complaint has been received forsexual harassment of women at work place by the Company.
23. OTHER DISCLOSURES AND
Your Directors state that no disclosure or reporting is required with respect to thefollowing items as there were no transactions on these items during the year under review:a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Any remuneration or commission received by Managing Director of the Company fromany of its subsidiary. c. Significant or material orders passed by the
Regulators or courts or Tribunal which impacts the going concern status and Company'soperations in future.
d. Transfer to Investors Education and Investors
Fund. e. Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme. f. Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
24. Gratitude & Acknowledgements
Yours Directors place on record their gratitude to the Central Government StateGovernment Statutory Authorities and Company's Bankers for the assistance co-operationand encouragement they extended to the Company. Your Directors also wish to place onrecord their sincere thanks and appreciation for the continuing support and unstintingefforts of customers vendors dealers business associates and employees in ensuring anexcellent all around operational performance.
|By the order of the Board |
|Saket Agarwal |
|Date: May 23 2017 |
|Place: Delhi |