Your directors have pleasure in presenting their 6th Annual Report of the Companytogether with the financial statements for the year ended March 31 2016.
The financial highlights for the year under review are as follows:
| || ||(Amount in Rupees) |
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Sales - Gross ||322815764 ||331299113 |
|Profit/(Loss) after Interest & Depreciation ||(189301529) ||(165988561) |
|Current Tax ||- ||- |
|Deferred Tax ||- ||(7138006) |
|Profit/(Loss) after Tax ||(189301529) ||(158850555) |
|Less Taxation Adjustments of Previous Years ||- ||- |
|Add: Balance of Profit brought from previous year ||(152242960) ||6607597 |
|Profit/(Loss) available for Appropriation ||(341544489) ||(152242958) |
|APPROPRIATIONS || || |
|Equity Dividend Proposed (Final) ||- ||- |
|Dividend Distribution Tax (Final) ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance Carried Forward ||(341544489) ||(152242958) |
Your Company is engaged in manufacture and supply of Sponge Iron & Steel products.
During the year the turnover was Rs 322815764 /- as against Rs. 331299113/- forthe previous year. Loss before tax was Rs. 189301529/- as against the Loss of Rs.165988561/- for the previous year. No transfer of profit to the General reserves underreview.
The Board of Directors has not recommended any dividend during the year under review.
Management Discussion & Analysis Report:
A detailed discussion on the Industry as well as on the Financial and operationalperformance of the company is provided in Management Discussion and Analysis report thatforms part of this Report as Annexure I.
Code of Conduct:
The Bord has formulated a Code of Conduct for Directors and senior management personnelof the Company. A Declaration affirming the compliance of Code of Conduct is provided as AnnexureII.
Directors' Responsibility Statement:
In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:
(a) i n the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Meetings of the Board:
During the year Four Board meetings were held under review.
Directors and Key Managerial Personnel (KMP):
Ms.V.K. Deepa retires by rotation and being eligible has offered herself forre-appointment. If reappointed her term would be up to September 30 2017.
There has been no change in the key managerial personnel during the year.
Declaration by Independent Directors:
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 read with therules made thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
The Board of Directors has re-constituted the Audit Committee. The composition powersrole and terms of reference of the Audit Committee are in accordance with the requirementsmandated under Section 177 of the Companies Act 2013 read with the rules made thereunderand Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
The details of the Committee along with the details of Meetings held during the yearare given in the Corporate Governance Report.
Conservation of Energy Technology absorption and Foreign Exchange Earnings &Outgo:
The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required Under Section 134 (3) (m) of the Companies Act2013 read with the Companies (Accounts) Rules2014 is given in Annexure III andforms part of this Report.
Particulars of employees and related disclosures:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Subrules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel)
Rules 2014 a statement containing the particulars of employees and thair relatedinformation are provided and enclosed in Annexure IV.
A detailed on compliance of Corporate Governance guidelines as prescribed in Regulation34 read with point C & E of Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 along with certificate issued by the Statutory Auditors ofthe Company that form part of this report as Annexure V.
Auditors and Auditors' report:
The Members at the 5th Annual General Meeting held on September 30 2015 have appointedM/s. S.K Gulecha & Associates Chartered Accountants Chennai as the StatutoryAuditors of the Company to hold office from the conclusion of that Annual General Meetingtill the conclusion of the 10th Annual General Meeting subject to ratification by theMembers at every Annual General Meeting at a remuneration to be decided by the Board ofDirectors for the purpose of audit. Accordingly the Board recommends to the Members forratification of the appointment of M/s. S.K Gulecha & Associates CharteredAccountants Chennai as the Statutory Auditors of the Company at the ensuing AnnualGeneral Meeting.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does notarise.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s.S. Dhanapal Associates a firm of practicing Company SecretariesChennai to undertake the Secretarial Audit of the Company for the Financial Year 2015-16.The Secretarial Audit Report is given as Annexure VI and that form part of thisReport.
Particulars of loans guarantees or investments held by the company:
Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 are disclosed in the Notes to the financial statements.
Related Party Transactions
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on an arms'length basis and do not attract the provisions of Section 188 of the Companies Act 2013.However pursuant to the provisions of Regulation 23 (2) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 prior approval of the Audit Committeehas been obtained for entering into Related Party Transactions.
The Company had not entered into any contract/arrangement/transactions with RelatedParties which could be considered as material in terms of Regulation 23 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. In accordance withAccounting Standard 18 the Related Party Transactions are disclosed in the Notes to thefinancial statements.
Particulars of contracts or arrangements with related parties:
There were no materially significant transactions with Related Parties during thefinancial year 2015-16 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 are disclosed in the Notes to the financialstatements.
The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on Material RPTs.Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure - VII.
Adequacy of Internal Financial Controls:
The details about the adequacy of Internal Financial Controls are covered in theManagement Discussion and Analysis Report.
Material Changes and Commitments:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (i.e. March 312016 and the date of the Reporti.e. May 28 2016).
Extract of Annual Return:
Pursuant to Section 92(3) of the Companies Act 2013 the extract of annual return inform MGT-9 is enclosed and marked as Annexure VIII.
The Remuneration policy of the Company comprising appointment and remuneration of theDirectors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report.
Vigil Mechanism/ Whistle Blower Policy:
The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
During the year under review your Company has not accepted any deposits.
Significant and material orders impacting the company:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by Independent Directors. Details of the same are given in the Report on CorporateGovernance annexed hereto.
Corporate social responsibility (CSR):
The company is not covered under section 135 of the Companies Act 2013 and formulationof CSR policy and constitution of a CSR committee did not arise.
CEO certification by Mr.R. Natarajan Chairman and Managing Director and CEOcertification by Mr.K. Karthikeyan Chief Financial Officer as required under Regulation17(8) of the SEBI (Listing Obligations & Disclosure Requirements Regulations) 2015were laid before the Board at its meeting held on May 28 2016.
Your directors place on record their great appreciation of the fine efforts of allExecutives and Employees of the Company which were instrumental in attaining considerablefinancial position in a difficult year. Your directors also express their sincere thanksto various Departments of Central Government Government of Tamilnadu TNEB State Bank ofIndia the Customers Shareholders and other stakeholders for their continuing support andencouragement.
| ||For and on behalf of the Board of Directors |
|Date: May 28 2016 ||R. NATARAJAN. |
|Place: Chennai ||Chairman & Managing Director. |
ANNEXURE - III
INFORMATION UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT 2013 READ WITH THECOMPANIES (ACCOUNTS) RULES2014.
A. CONSERVATION OF ENERGY
i. The steps taken or impact on conservation of energy- NIL.
ii. The steps taken by the company for utilizing alternate sources of energy-NIL
iii. The capital investment on energy conservation equipments- NIL
B. TECHNOLOGY ABSORPTION
i. the efforts made towards technology absorption : NIL
ii. the benefits derived like product improvement cost reduction product developmentor import substitution : NIL
iii. i n case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) :
|a the details of technology imported ||NIL |
|b the year of import ||NIL |
|c whether the technology been fully absorbed ||NIL |
|d if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||NIL |
iv. the expenditure incurred on Research and Development.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows : NIL
|Date: May 28 2016 ||R. NATARAJAN |
|Place: Chennai ||Chairman & Managing Director. |
ANNEXURE - IV
Disclosure of Statement of particulars of remuneration as per Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year: Mr.R. Natarajan 33:1
2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Noincrease in remuneration during the year.
3. The percentage increase in the median remuneration of employees in the financialyear: No increase in remuneration during the year.
4. The number of permanent employees on the rolls of company: 25 (which includes 1Director)
5. The explanation on the relationship between average increase in remuneration andcompany performance: N.A
6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company: No increase in remuneration of KMP.
7. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year:
| ||31.03.2016 ||31.03.2015 |
|Market capitalisation ||Rs. 18346950.81 ||Rs. 139530543.39 |
|PE Ratio ||(47.43) ||(5.36) |
|% increase in market quote ||(87%) ||N.A. |
8. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: No changein remuneration.
9. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company: No increase in remuneration of KMP.
10. The key parameters for any variable component of remuneration availed by thedirectors: NIL
11. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: NIL
12. Affirmation that the remuneration is as per the remuneration policy of the company:yes. the company has a remuneration policy.