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Chase Bright Steel Ltd.

BSE: 504671 Sector: Metals & Mining
NSE: N.A. ISIN Code: N.A.
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Chase Bright Steel Ltd. (CHASEBRIGHTST) - Director Report

Company director report

Dear Members

Your Directors have pleasure in submitting their Fifty-Seventh AnnualReport and Statement of Accounts for the year ended 31st March 2017.

Financial Summary of the Company

The Company's financial performance for the year ended March 312017 is summarised below.

Particular 2016-17 2015-16
Rs. Rs.
Profit / (Loss) for the year before tax (14361558) (6279897)
Less: Provision for taxes
Less: Income Tax Adjustments 53115 22596
Less: Deferred tax / (Assets) (net) (3091273) (939631)
Add: Income Tax Refund
Profit/(Loss) for the year after tax (11217130) (5362862)

Brief Description of the company's working

With the challenging economic conditions in the previous yearcontinuing in the current year your company has focused on improving productivityeliminating waste re-allign the cost structure. The company has made a loss after tax ofRs. (112.18) lacs as compared to loss of Rs. (53.63) lacs in the previous year. Turnoverhas decreased by 25% due to steep fall in iron ore prices hence margin continue to beunder pressure and the current scenario looks bleak.

Dividend

The Board considering the C ompanies performance and financialpositions for the year under review has not recommended any dividend.

Transfer to Reserves

In view oflosses incurred by the Company during the year no amount hasbeen transferred to the General Reserve

Presentation of Financial Statements:

The financial statements for the year ended 31st March 2017are prepared in due compliance of the Schedule III of the Companies Act 2013

Cash Flow Statement:

A Cash Flow Statement for the year 2016-17 is included in the annexedStatement of Accounts.

Extract of the Annual Return

Pursuant to the provisions of Sectio n 92 (3) of the Companies Act2013 and Rules framed thereunder an extract of the annual return as on 31stMarch 2017 in the prescribed Form No. MGT-9 is annexed to this Board's Report

- ‘Annexure-I'

Public Deposits

The Company had no unpaid /unclaimed deposits as on 31stMarch 2017. It has not accepted any fixed deposits during the year.

Auditor

Statutory Auditors

The Statutory Auditors of the Company M/s. Mahendra Kumbhat &Associates Chartered Accountants retiring at the ensuing Annual General Meeting and haveconfirmed their eligibility and willingness to accept office of Auditors if re-appointed.The appointment of Statutory Auditors of the Company shall be from the conclusion of theforthcoming Annual General Meeting till the conclusion of the ne xt Annual General Meetingof the Company. Your Directors recommend their reappointment.

The Notes on financial statement referred to in the Auditors'Report are self–explanatory and do not call for any further comments. The AuditorsReport does not cont ain any qualification reservation or adverse remark. No frauds werereported by auditors under Section 143 (12) of the Companies Act 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013and Companies (Cost Records and Audit) Rules 2014 the company were not covered for thecost audit and consequently the company had not appointed Cost Auditor for the financialyear 2016-17.

Secretarial Audit

In accordance with the provision of section 204 of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the company has appointed M/s Leena Agrawal & Co. Practising Company Secretaries (MNNo.6607 CPNo.7030) Mumbai to undertake the Secretarial Audit of the company. TheSecretarial Audit report for the year 2016-17 in the prescribed form MR-3 is annexedherewith as ‘Annexure-II' The report does not contain any qualification exceptthe Company has not complied with the provision of section 203 of the Companies Act 2013with regard to appointment of Key Managerial Personnel as no Company Secretary isappointed.

And the company has not appointed a qualified company Secretary as aCompliance officer in accordance with regulation 6 of SEBI (listing Obligations &Disclosure Requirements) Regulations 2015.

Details of Subsidiary/ Joint Ventures/ Associates

The Company does not have any subsidiary/ Joint Venture or Associateand hence no disclosure is applicable.

Significant and Material Orders passed by the Regulators or Courts

No material orders were passed by any Regulators or Courts or Tribunalsduring the financial year under review impacting the going concern status of thecompany's operations in future.

Internal Financial Controls

The company has in place adequate internal financial controls with weretested and no report able material weakness in the design-or operation was observed.

Share Capital

The paid up Equity Share Capital as at March 31 2017 stood at Rs.16750000/-. During the year under review the company has not issued shares withdifferential voting rights and has not granted any stock option or sweat equity.

Corporate Governance Report

The Company is falling under criteria 1.a. of the SEBI CircularCIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and its paid up capital is muchbelow 10 crores and its net worth is also much below 25 crores and hence CorporateGovernance report is not applicable to the Company.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Conservation of energy During the year under review the company maintained power factor to unit throughout the year resulting in getting maximum rebate in electricity bills.
Technology absorption No expenditure is incurred by the Company attributable to Technology absorption during the year.
Expenditure on Research & Development No expenditure is incurred by the Company attributable to Research & Development during the year.
Foreign exchange earnings and Outgo During the year under review FOB value of export to manufactured goods Rs. 240.73 lakhs.

Particulars of Contracts or arrangements with Related Parties:

All contracts/ arrangements/ transactions entered by the Company duringthe financial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the company had not entered in to any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to ‘Note No.31 PartU' to the financial statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealingswith related party transactions as approved by the Board may be accessed on the companieswebsite.

Particulars of Loans Guarantees or Investments by Company

There were no loans or guarantees given or investments made by yourcompany during the financial year 2016-17.

Number of Meetings of the Board

The Board met 4 times during the financial year 2016-17 on 24.05.201612.08.2016 11.11.2016 10.02.2017. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act. 2013.

Appointment of Directors

Mr. Avinash Jajodia who retires by rotation at the ensuing AnnualGeneral Meeting under the provisions of the Companies Act 2013 and being eligible offershimself for re-appointment. Further Mr. Avinash Jajodia is also being reappointed as aChairman and Managing Director for a period of 3 years w.e.f 12.06.2017 Ms. KanikaVijayvergiya was appointed as an Additional Independent Director in the board meeting heldon November 11 2016 and that she hold office upto the date Annual General Meeting of thecompany as on 29th September 2017 who shall hold office from the date of this 57thAnnual General Meeting upto the expiry of 5 consecutive years.

Directors' Responsibility Statement

As required by sub-section (5) of Section 134 of the Companies Act2013 the Directors state that-

a) In the preparation of the annual accounts for the year ended March31 2017 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2017and of the loss of the Company for the year ended as on that date;

c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The Directors have prepared the annual accounts on a ‘goingconcern' basis;

e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

f) The Directors have devised proper systems to ensure compliance withall applicable laws and that such systems are adequate and operating effectively.

Directors

Statement on Declaration given by Independent Directors:

All the Independent Directors have submitted declarations to thecompany to the effect that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013.

The Company has also devised a Policy on Familiarization Programme forIndependent Directors which aims to familiarize the Independent Directors with theCompany nature of the industry in which the Company operates business operations of theCompany etc. The said Policy may be accessed on the Company's website at thewww.chasebright.com

Policy on Directors appointment and Remuneration Policy.

The Board on recommendation of Nomination & Remuneration Committeehas framed a policy for selection and appointment of Directors Senior Management andtheir remuneration. The Policy is also available on the website of Company i.e.www.chasebright.com

Board evaluation

Pursuant to the provisions of the Companies Act 2013 the Board ofDirectors has approved the criteria for performance evaluation of all Directors theCommittees of Directors and the Board as a whole on the Recommendation of the Nominationand Remuneration Committee of the Company. An annual performance evaluation of allDirectors the Committee of Directors and the Board a saw hole was carried out duringyear. For the purpose of carrying out performance evaluation assessment questionnaireswere circulated to all Directors and their feedback was obtained and recorded.

Committees of the Board

The Board of Directors have constituted following committees in orderto effectively cater its duties towards diversified role under the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:-

Audit Committee;

Nomination and Remuneration Committee;

Share Transfer Committee;

Stakeholders Relationship Committee;

Employee Strength

The total number of employees on the rolls of the company was 80 (whichinclude 49 Worker 29 Staff and Chairman & Managing Director and Whole Time Directoras on March 31 2017.

Industrial Relations

Industrial relations at the Company's plants continue to becordial.

Ratio of the Remuneration of each Director to the Median EmployeesRemuneration (Section 197 (12)

Details pertaining to remuneration as required under section 197 (12)of the Companies Act 2013 read with rule 5(1) of the companies (appointment andRemuneration of managerial personnel) rules 2014 are provided in ‘Annexure-III'to the Board's Report.

Disclosure as per the Sexual Harassment of Women at work place(Prevention Prohibition and Redressal) Act 2013

The Company has always believed in a policy against sexual harassmentwhich has also found its place in the governing Codes of Conduct and Ethics applicable toits employees which includes a mechanism to redress such complaints. During the year underreview there were no complaints of sexual harassment at any of the units.

Vigil Mechanism /Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors Employees and it stakeholders to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. The policy provides for adequate safeguards againstvictimisation of employees who avail of the mechanism and also provides for direct accessto the chairman of the Audit Committee. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee. The Whistle Blower Policy is posted on thewebsite of the Company at the www.chasebright.com

Particulars of Employees and Related Disclosures

There were no employees drawing remuneration during the year underreview in excess of the limits laid down under Section 197(12) of the Act read with rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Acknowledgement

Your Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby the Company's executives staff and workers.

For and on behalf of the Board of Directors
M/s. Chase Bright Steel Limited
Avinash Jajodia
Date:4th August 2017 (DIN 00074886)
Place: Mumbai Chairman & Managing Director