Scan Steels Ltd.
|BSE: 511672||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE099G01011|
|BSE LIVE 14:51 | 08 Dec||14.50||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Scan Steels Ltd. (CLARUSINFRARL) - Director Report
Company director report
Your Directors have pleasure in presenting the Twenty Second Annual Report of yourCompany together with the Audited Financial Statements for the year ended March 31 2015.
FINANCIAL HIGHLIGHTS / RESULTS
Your Directors take pleasure in presenting the 22nd Annual Report on the business andoperations of your Company along with the financial statements for the year ended 31March 2015.
(Rs. In Lacs)
RESULTS OF OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
The gross turnover and net turnover for the year under review was Rs. 494.03 crores andRs. 447.55 crores respectively and showed a growth of 6.07% and 5.75% respectively. Thenet profit after tax was Rs. 2.68 crores as compared to previous year loss Rs. 19.18crores. The remarkable reduction in loss figure is appreciation shows better result wouldcome in future years.
The Company produced 60350 tonnes (MT) of TMT Rods in FY 2014-15 up 27% over theprevious year. Its steel sales touched 66080.030 MT increasing by 45.53% year on year.The Company took several initiatives during the last financial year that helped inachieving and consolidating growth
in production and sales volumes. It commissioned new facilities to enrich product mixleverage the export demand diversify its inputs sourcing strategy and strengthen marketpenetration through branded and value added special products.
The Company's sustained efforts towards back-end cost control new product launches andefficiency improvement measures supported the insulation and limited the impact on theprofitability margins. The Company's ability to better utilise capacities and productrange will help derive better margins out of the businesses. The outlook of each businesshas been discussed in detail in the 'Management Discussion & Analysis' which forms apart of this Annual Report.
PRODUCTION & TURNOVER / SALES
The production of steel product during the year under report compared to the previousyear is given below.
NEW PROJECTS AND EXPANSION
Your company has emerged as a flourishing and dexterous steel enterprise because of itsability to cope with the changing steel scenario and to contribute to the growth of steelproduction where the country is aiming to increase the crude steel production to 300Million tons by 2025-26 from currently 70 Million tones of production. For which yourcompany has obtained necessary clearances from appropriate authorities. The upcomingproject compositions are as enumerated below:-
The process of land acquisition work for our project at Gangajal BudhakataSundargarh Odisha is in progress. Discussion with concerned authorities for allotment ofland has been initiated. The environmental clearances for this proposed project has beenobtained from the appropriate authorities.
Currently the Steels business account for nearly 100% of its revenues. The outlook forits margins and profitability for this business depends on overall economic outlook. Thiscompany is likely to benefit most from an upturn in the business cycle given its scale ofoperations and its competitive cost positions. Today it is truly a market-driven companymaking innovative changes and technological improvements leaving no stone unturned infulfilling dreams of its founding fathers tuning every activity to meet the subtledemands of its customers.
The Company has a Well-organized Marketing Department We have around 50 % market sharein Odisha and also catering to outside markets like Bangalore Hyderabad GhaziabadRaigarh Raipur Goa and Kanpur. We are in the process expanding our market plan in Indiaby appointment of Dealers at other major cities across India. We also directly sell to theCustomers through our Marketing staffs and agents.
During the year the Company was successful in reducing the losses accumulated duringthe past few years however the Company does not have any surplus profits yet. Thereforeyour directors have expressed inability to recommend dividend for the financial yearending on 31st March 2015.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Y our Company did not recommended any dividend therefore there were no such funds whichwere required to be transferred to Investor Education and Protection Fund (IEPF).
TRANSFER TO RESERVE
During the financial year 2014-15 the Company is maintaining a balance of Rs. 1344.12Lacs in General Reserve Rs. 59.23 Lacs in Capital Reserve and Rs. 493.71 Lacs inAmalgamation adjustment reserve. An amount of Rs. 68.72 Lacs is proposed to be retained inthe surplus.
CONSOLIDATED FINANCIAL STATEMENT
As per the definition in the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments the company does not have any investment in the Subsidiary Company JointVentures Company or any other Associates Company therefore the Consolidation of FinancialStatements is not applicable.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary Associates and Joint venture Companies thereby; there are no details to be provided under [Rule 8 of the Companies (Accounts) Rules2014]. Read with section 129 (3) of the Companies Act 2013.during the year under reviewno company has become or ceased as subsidiary associate or joint venture companies.
FIXED DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013
Pursuant to Section 73 74 & 76 Rule 8(5)(v) of Companies (Accounts) Rules 2014.The details relating to deposits covered under Chapter V of the Act are as follows:-
a. accepted during the year - Rs. 43935000/-
b. remained unpaid or unclaimed as at the end of the year - Rs. 277602
c. whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved -
i. at the beginning of the year - Nil
ii. maximum during the year - Nil
iii. at the end of the year - Nil
There was No default in repayment of deposits or payment of interest thereon during theyear by Company and accordingly No details to be provided by the Company in this regard.
The details of deposits which are not in compliance with the requirements of Chapter Vof the Act -
Y our Company has not accepted any deposits which are not in Compliance with therequirement of Chapter V of the Act.
CHANGE IN THE NATURE OF BUSINESS IF ANY
The Company was in to Infrastructural Development but Pursuant to Scheme of Merger ofM/s. Scan Steels Limited with M/s. Clarus Infrastructure Realties Limited which wasapproved by the High Court of Bombay vide its order dated May 11 2012 and High Court ofOrissa vide its order dated 25th February 2014 and the scheme of amalgamation becameeffective upon filing of form INC-28 with Registrar of Companies Maharashtra on 12thAugust 2014 Company is now in to Steel Manufacturing Business.
Further the consent of members for alteration in main object has been obtained throughpostal ballot and the results of the postal ballot has been announced on 11th August2015. The company is now expanding its business activities into Derivatives market .
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
INTERNAL CONTROL SYSTEMS AND AUDIT OVERVIEW
The Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size and nature of its business forms anintegral part of the Company's corporate governance policies.
The Company has a proper and adequate system of internal control commensurate with thesize and nature of its business. Internal control systems are integral to the Company'scorporate governance policy. Some of the significant features of internal control systemsincludes:
Documenting of policies guidelines authorities and approval proceduresencompassing the Company's all primary functions.
Deploying of an ERP system which covers most of its operations and is supportedby a defined on-line authorization protocol.
Ensuring complete compliance with laws regulations standards and internalprocedures and systems.
De-risking the Company's assets / resources and protecting them from any loss.
Ensuring the accounting system's integrity proper and authorised recording andreporting of all transactions.
Preparing and monitoring of annual budgets for all operating and servicefunctions.
Ensuring the reliability of all financial and operational information.
Forming an Audit committee of the Board of Directors comprising IndependentDirectors. The Audit Committee regularly reviews audit plans significant audit findingsadequacy of internal controls and compliance with accounting standards and so on.
F orming a comprehensive Information Security Policy and continuous up-gradationof IT Systems.
The internal control systems and procedures are designed to assist in theidentification and management of risks the procedure-led verification of all complianceas well as an enhanced control consciousness.
The Company has a strong internal audit department reporting to the Audit Committeecomprising Independent Directors who are experts in their field. The scope of workauthority and resources of Internal Audit (IA) are regularly reviewed by the AuditCommittee and its work is supported by the services of M /s GRC & Associates theInternal Auditor of the Company.
The Company continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
Through IA function the Board obtains the assurance it requires to ensure that risks tothe business are properly identified evaluated and managed. IA also provides assurance tothe Board on the effectiveness of relevant internal controls.
INTERNAL FINANCIAL CONTROLS
As per Section 134 (5) (e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented robust systems and frameworkof internal financial controls. This provides the Directors with reasonable assuranceregarding the adequacy and operating effectiveness of controls with regards to reportingoperational and compliance risks. T o enable them to meet these responsibilities theCompany has devised appropriate systems and framework including proper delegation ofauthority policies and procedures effective IT systems aligned to business requirementsrisk based internal audit framework risk management framework and whistle blowermechanism.
The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. Where weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols. These are in turn reviewed at regular intervals.
The Company has developed a framework for designing and assessing effectiveness ofinternal controls over financial reporting and has already laid down entity level policiesand process level standard operating procedures.
The entity level policies comprise anti-fraud policies (code of conduct includingconflict of interest confidentiality and whistle-blower policy) and other policies(organization structure roles and responsibilities insider trading policy HR policyrelated party policy prevention of sexual harassment policy IT security policy businesscontinuity and disaster recovery plan and treasury risk management policy). The Companyhas also prepared Standard Operating Practices (SOP) for each of its processes of revenueto receive procure to pay hire to retire finance and accounts fixed assets treasuryinventory manufacturing operations and administrative expenses.
Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and During the year such controls were tested and no reportable materialweakness in the design or operation were observed and such systems were adequate andoperating effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and Detail of which is furnished in the Annexure 'A' in Form AOC-2 attached withthis Report.
Even though approval of the Shareholders not required under the provisions of theCompanies Act 2013 for transactions which are in the ordinary course of the Company'sbusiness and are at arm's length basis but in terms of the Securities and Exchange Boardof India Circular No. CIR/ CFD/ POLICY CELL/2/2014 dated 17 April 2014 and the revisedClause 49 of the Listing Agreement to be effective from October 1 2014 the monetarylimit of the transaction may exceed the limits as provided under Section 188 of theCompanies Act 2013 and revised Clause 49 of the Listing Agreement. Therefore approval ofthe Shareholders is received by the Company in terms of Section 188 of the Companies Act2013 read with the applicable rules as well as the proposed Clause 49 of the ListingAgreement at an Extra Ordinary General Meeting held on 26th March 2015 for Purchase /Sale of Raw Material and Finished Goods on arm's length basis for an aggregate amountnot exceeding the limit as set out in the resolution.
Further there are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. All RelatedParty Transactions are placed before the Audit Committee as also the Board for approval.Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are subject to internal audit and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The Company has developedan Internal Guide on Related Party Transactions Manual and prescribed Standard OperatingProcedures for purpose of identification and monitoring of such transactions. The policyon Related Party Transactions as approved by the Board is uploaded on the Company'swebsite. None of the Directors has any pecuniary relationships or transactions vis-a-visthe Company.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http:// www.scansteels.com/?page_id=2823
Y our Directors draw attention of the members to Note No. 2 to the financial statementwhich sets out related party disclosures.
Your company is having a status of ISO 9001 ISO 14001 and ISO 18001 certificationwhich is internationally recognized for the production quality control and Environmentalas well as OHSAS respectively.
CARE has reaffirmed "CARE B+ '" (Single B Plus) rating to the long term bankfacilities of your Company. Fixed Deposits are also rated "CARE B+" (Single BPlus). The rating reaffirmed to the short-term bank facilities of your Company is "CARE A4 " (A Four Plus).
The "SHRISTII" brand for its TMT bars are well accepted in the market invaried segments and sectors with wide customer base.
The Assets of the company are adequately insured against the loss of fire riotearthquake loss of profit etc and other risk which is considered by management Inaddition to this coverage a statutory public liability insurance policy has been taken tocover by the company for providing against the public liability arising out of industrialaccidents for employees working in plants.
INDUSTRIAL RELATIONS AND PERSONNEL
Your Company attaches great importance to human resource. Over a period of time wehave built and nurtured a dedicated and excellent workforce and also recruiting new peoplein order to meet the revival plans of the company. The processes for attracting retainingand rewarding talent are well laid down and the systems are transparent to identify andreward performers. Company is committed to the welfare of its people and their familiesand to improve the quality of their life by providing the required facilities. The Companyrecognizes the importance and contribution of its people towards achieving the commongoal. During the year under the review industrial relations at all units of the Companycontinued to be cordial and peaceful.
During the year all the finance commitment were met in time. Liquidity throughout theyear was quite comfortable. The company has no unpaid or unclaimed deposit at the end ofthe year.
BANKERS AND CONSORTIUM ARRANGEMENT
The Company has consortium arrangement of their bankers with State Bank of India asLead Bank. This consortium arrangement is well defined and take care of company's termloan and working capital requirement from time to time. The consortium members meetregularly at company office quarterly and also visit company's plant from time to time.
The company has continued to scale up safety performance at all locations. Safetymeasures have been strengthened and employees are being trained to think on hazards /risks associated with their job. Systems have been established to make employeesresponsible and accountable for safety. Good safety performance is being rewarded. WhileSafety has been included as a corporate value the main objective is to achieve betterstandard of safety in the shortest possible time.
HUMAN RESOURCE DEVELOPMENT
The company has been given much emphasis on Human Resources Development and thus hasbeen well recognized in the steel industrial for sound Human Resources Management. TheCompany has emerged as a true national firm with cosmopolitan atmosphere. The company's HRpolices and process is as well aligned to effectively suit its expanding business horizonsand future manpower requirement. This has been achieved by continuously stressing upontraining & development empowerment and creating a compelling work environment andmaintaining well structured reward & recognition mechanism. Company is committed tothe welfare of its people and their families and to improve the quality of their life byproviding the required facilities.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is the continuing commitment by the business to behaveethically and contribute to economic development while improving the quality of life ofthe workforce and their families as well as of the local community and society at large.As a part of its policy for corporate social responsibility the Company is associatedwith charitable and social activities and thereby playing a pro-active role in thesocioeconomic growth. In structuring its efforts to the various aspects of CorporateSocial Responsibilities the Company takes account guidelines and statements issued bystakeholders and other regulatory bodies.
The management has adopted corporate social responsibility (CSR) well at par with itsbusiness with the objective of creating wealth in the community with focus on educationheath water and society. Social welfare community development economic andenvironmental responsibilities are at the core of the CSR of the Company.
The Corporate Social Responsibility Committee (CSR Committee) Composition and Terms ofreference of which is detailed in the Corporate Governance Part of this Annual Report. hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board.
The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability.
The Company has identified six focus areas of engagement which are as under:
Rural Transformation: Creating sustainable livelihood solutions addressingpoverty hunger and malnutrition.
Health: Affordable solutions for healthcare through improved access awarenessand health seeking behavior.
Education: Access to quality education training and skill enhancement.
Environment: Environmental sustainability ecological balance conservation ofnatural resources.
Protection of National Heritage Art and Culture: Protection and promotion ofIndia's art culture and heritage.
The Company would also undertake other need based initiatives in compliance withSchedule VII to the Act.
The disclosures required to be made as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed to this report as Annexure 'B'.
The CSR Policy of the Company is available on the company's website and may be accessedat http:/ / www.scansteels.com/? page_id=2823
INCREASE IN AUTHORISED SHARE CAPITAL
The Company has increased its authorized share capital from Rs. 580000000/ - (RupeesFifty Eight Crore only) divided into 58000000 (Five Crore Eighty Lacs) equity shares ofRs. 10/- (Rupees Ten) each to Rs. 700000000/- (Rupees Seventy Crores only) divided into70000000 (Seven Crore) equity shares of Rs. 10/- (Rupees Ten) each through ordinaryresolution passed by the members in the previous AGM held on 30th December 2014.
RE-CLASSIFICATION OF AUTHORIZED SHARE CAPITAL
In order to facilitate the issue and Allotment Non-cumulative Redeemable PreferenceShares (NCRPS) The company had re-classified its Authorised Share Capital from Rs.700000000/- (Rupees Seventy Crores only) divided into 70000000 (Seven Crore) equityshares of Rs. 10/- (Rupees Ten) each to Rs. 700000000/- (Rupees Seventy Crores only)divided into 55000000 (Five Crore Fifty Lacs) equity shares of Rs. 10/ - (Rupees Ten)each and 15000000 (One Crore Fifty Lacs only) Noncumulative Redeemable Preference Shareof Rs. 10/- (Rupees Ten) each after members approval through Postal Ballot resultsannounced on 11th August 2015 and accordingly the capital Clause of Memorandum ofAssociation of the Company is amended.
ISSUED/SUBSCRIBED/PAID UP CAPITAL
To meet the Working Capital requirements and long term funds for modernization &renovation of the existing plant your Company raised funds through preferential issue ofequity shares.
Pursuant to Preferential Allotment Issued Subscribed and Paid-up Share Capital of theCompany shall stand Increased from Rs. 378003000/- (Rupees Thirty Seven Crore EightyLakhs Three Thousand Only) divided into 37800300 (Three Crore Seventy Eight Lakhs ThreeHundred) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 443523000 (Forty Four CroreThirty Five Lakhs Twenty Three Thousand) divided into 44352300 (Four Crore Forty ThreeLakhs Fifty Two Thousand Three Hundred) Equity Shares of Rs. 10/- (Rupees Ten).
Further to this the company has also issued and allotted 12849605 Non-cumulativeRedeemable Preference Shares ("NCRPS") of Rs. 10/- (Rupees Ten) each at apremium of Rs. 30/- (Rupees Thirty) per NCRPS for an aggregate amount of Rs.513984200/- (Rupees Fifty One Crore Thirty Nine Lacs Eighty Four Thousand Two HundredOnly) at a Rate of Dividend - 1% p.a. after members approval through Postal Ballotresults announced on 11th August 2015.
Accordingly the Company's paid-up equity share capital remained at Rs. 443523000(Forty Four Crore Thirty Five Lakhs Twenty Three Thousand) divided into 44352300 (FourCrore Forty Three Lakhs Fifty Two Thousand Three Hundred) fully paid up Equity Shares ofRs. 10/- (Rupees Ten Only) each and the preference share capital is Rs. 128496050/-(Twelve Crore Eighty Four Lacs Ninety Six Thousand Fifty) divided into 12849605 (Onecrore Twenty Eight Lacs Forty Nine Thousand Six Hundred Five only) fully paid up NCRPS ofRs. 10/- (Rupees Ten) each.
ALTERATION IN THE OBJECT CLAUSE OF THE COMPANY
The Directors of your Company have been considering various proposals to diversify itsbusiness portfolio and growing opportunities the company is planning to enter intocertain new business ventures. The Board of Directors in its meeting held on 3rd July2015 proposed to carry on the business of merchant broker sub-broker of all type ofcommodities and / or goods and deal in future and option and in other derivatives incommodity exchange of India including trading in shares derivatives currencies andreadymade garments including yarns fabrics of wool poplin cotton jute silk rayonnylon and other natural synthetics and/ or fibrous substance etc.
As mentioned in above Company has altered its object clause of the Company in order toinclude aforementioned New Objectives in the Main Object and said Alteration of Memorandumof Association was approved by the Members through Postal Ballot and results has beenannounced on 11th August 2015
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Rajesh Gadodia Managing Director(DIN 00574465) retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment.
The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval. The Board of Directors recommend his re-appointment. The brief resume and otherinformation of the concerned directors in terms of the provisions of clause 49 of theListing Agreement with stock exchange have been detailed in the notice convening theforthcoming Annual General Meeting.
Mr. R. P. Singh (DIN 03411893) has been resigned and ceased to be Director w. e. f.28/01/2015. The Board placed on record appreciation of his service to the Company and lookforward for his continuance support in future.
During the years under review the Board based on the recommendation received from theNomination and Remuneration Committee had posposed the name of Smt. Denjani Sahu asIndependent Director and The members approved the appointment of Mrs. Debjani Sahu (DIN:02674022) as
Independent woman directors of the company at the extra Ordinary General Meeting heldon 26th March 2015 who is not liable to retire by rotation.
Mr. Gobinda Chandra Nayak had been appointed as Chief Financial Officer with effectfrom 14th November 2014.
Mr. Prabir Das had been appointed as Company Secretary & Compliance Officer witheffect from 14th March 2014 .
Company's policy of appointment and remuneration for directors KMP and other employeesincluding criteria for determining qualifications positive attributes director'sindependence (read with Sections 178 (1) (3) (4)
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgment ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner.
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure 'C' and is attached to this report.
Further Nomination and Remuneration Policy for Directors Key Managerial Personnel andother employees 2013 is furnished in Annexure 'D' and is attached to this report.
Declaration by an Independent Director(s)
As required under section 149(7) of the Companies Act 2013 The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe criteria of independence and / or to qualify themselves to be appointed as IndependentDirectors as prescribed both under Section 149 (6) of the Companies Act' 2013 and Clause49 of the Listing Agreement with the Stock Exchanges and the declarations are put up onthe website of the Company at the link: http: / /
Familiarisation Programme for Independent Directors.
All New Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Executive Directors (EDs) and Senior Management giving anoverview of our operations to familiarize the new IDs with the Company's businessoperations. The new IDs are given an orientation on our products group structure Boardconstitution and Procedures matters reserved for the Board and our major risks and riskmanagement strategy.
The company familiarises the Independent Directors of the Company with their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc and related matters are put up on the websiteof the Company at the link: http:// www.scansteels.com/?page_id=2823
Separate Independent Director Meeting
A separate meeting of the independent directors ("Annual ID meeting") wasconvened on 28th March 2015 which reviewed the performance of the Board (as a whole)the non-independent directors and the Chairman. Post the Annual ID meeting the collectivefeedback of each of the Independent Directors was discussed by the Chairperson of theNomination Remuneration Committee with the Board covering performance of the Board as awhole performance of the non-independent directors and performance of the Board Chairman.
BOARD ANNUAL EVALUATION
In compliance with the Section 134(3) (p) Company has devised a Policy for performanceevaluation of Independent Directors Board Committees and other individual Directorswhich includes criteria for performance evaluation of the non-executive directors andexecutive directors.
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.
The Chairperson of the Nomination and Remuneration Committee (NRC) held separatediscussions with each of the Directors of the Company and obtained their feedback onoverall Board effectiveness as well as on each of the other Directors.
The Detailed Policy on Performance Evaluation of Independent Directors BoardCommittees and other individual Directors can be accessed from the website of the Companyat the link: http:// www.scansteels .com /?page_id=2823
The following disclosures have been mentioned in detailed under the heading"Corporate Governance" part of this Annual Report :
(i) all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;
(ii) details of fixed component and performance linked incentives along with theperformance criteria;
(iii) service contracts notice period severance fees;
(iv) Stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable.
CODE OF INDEPENDENT DIRECTORS - SCHEDULE - IV
The Board has considered Code of Independent Directors as prescribed in Schedule IV ofthe Companies Act 2013. The code is a guide to professional conduct for independentdirectors' adherence to these standards by independent directors and fulfillment of theirresponsibility in a professional and faithful manner will promote confidence of theinvestment community and regulators.
The broad items for code for independent directors are:
(i) Guidelines for Professional conduct.
(ii) Role and Functions.
(iv) Manner and process of appointment.
(v) Re-appointment on the basis of report of performance evaluation.
(vi) Resignation or Removal.
(vii) At least one Separate meeting of Independent Directors in a year withoutattendance of non independent directors or members of management.
(viii) Evaluation mechanism of Independent Directors by entire Board of Directors.
The Detailed Code of Conduct of Independent Directors of the Company and Code ofConduct for Board of Directors and Senior Management of the Company can be accessed on thewebsite of the Company at the link: http://
KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Section 203 of the Companies Act 2013 and therequirement of Listing Agreement the Company has appointed Mr. Rajesh Gadodia as ManagingDirector Mr. Prabir Kumar Das Company secretary & Compliance officer and Mr. GobindaChandra Nayak Chief Financial Officer (CFO) of the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under section 134(3)(c) and 134(5) of the Companies Act2013 your directors hereby state and confirm that
a) In 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 as at March 31 2015 and of the profitand loss of the company for the year ended on that date;
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 controls 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITOR'S REPORT Statutory Auditors
M/s. SRB & Associates Chartered Accountant (Firm's Registration No. 310009E) ofBhubaneswar were appointed as Statutory Auditors for a period of five consecutive year inthe 21st Annual General Meeting held on 30th December 2014 and hold office till theconclusion of 26th Annual General Meeting.
In terms of Section 139(1) of the Companies Act 2013 the appointment of statutoryauditors to hold the office from the conclusion of the 21st AGM until the conclusion of26th AGM placed for your ratification.
The Company has received necessary consent and certificates under Section 139 from theabove Auditors to the effect that they satisfied the criteria provided in section 141 ofthe Companies Act 2013 read with Cos. (Audit &Auditors) Rules 2014.
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2015 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013. The Auditors' Report does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of Section 148 (3) of the Companies Act 2013 and Rule 14 ofthe Companies (Audit and Auditors) Rules 2014 the Board has re-appointed M/s. Ray Nayak& Associates Partner CMA. Chaitanya Kumar Ray Cost Accountants having office atMIG-26 Manorama Estate Rasulgarh Bhubaneswar - 751010 (Odisha) as the Cost Auditors ofthe Company to conduct an audit of the cost records maintained by the Company for thefinancial year 2015-2016 on a remuneration of Rs. 30000/- plus service tax as applicableand reimbursement of actual travel and out of pocket expenses. The remuneration is subjectto the ratification of the members in terms of Section 148 read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 and is accordingly placed for yourratification.
The Cost Auditor submitted their Cost Audit Reports for the Financial year 2014-2015 tothe Board and The report does not contain any qualification reservation or adverseremark.
SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. D P Associates a Practicing Company Secretary (CP No-6828) having officeat 774 Jayadev Vihar Lane-3 Bhubaneswar - 751013 to undertake the Secretarial Audit ofthe Company. The Report of the Secretarial Audit carried out is annexed herewith asAnnexure "E". The report does not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.
The Board at its meeting held on August 31 2015 has reappointed M/s. D P Associatesa Practicing Company Secretary (CP No-6828) as Secretarial Auditor for conductingSecretarial Audit of the Company for FY 2015-16.
Audit Committee is constituted as per provision of Clause 49 of the Listing Agreementwith the Stock Exchange read with Section 177 of the Companies Act 2013. Composition ofAudit Committee as per Section 177 (8) of Companies Act 2013 the Prime Objective of theCommittee is to monitor and provide effective supervision of the Management's financialreporting process to ensure accurate and timely disclosures with the highest levels oftransparency integrity and quality of financial reporting.
Composition and Terms of reference of the Committee is explained in Detail in theCorporate Governance Part of this Annual Report.
There was no recommendation as such in the Financial Year 2014-2015 from the AuditCommittee which was not accepted by the Board.
In pursuance of Section 177(9) of the Companies Act 2013 Vigil Mechanism has beenConstituted for directors and employees to report genuine concerns and Audit committeeshall oversee the vigil mechanism through the committee and provide adequate safeguardsagainst victimization of employees and directors who availed of the vigil mechanism andhave a direct access to the chairman of the audit committee in exceptional case.
In case of repeated frivolous complaints being filed by the director or an employee theaudit committee may take suitable action including reprimand if necessary.
CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholders Relationship Committee According to 178 (5) ofthe Companies Act 2013. The SR Committee is primarily responsible to review all mattersconnected with the Company's transfer of securities and redressal of shareholders' /investors' / security holders' complaints. The Committee also monitors the implementationand compliance with the Company's Code of Conduct for prohibition of Insider Trading.
Composition and Terms of Reference of the SR Committee is Detailed in CorporateGovernance Report Part of this Annual Report.
CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Scan Steels's commitment towards excellence in Health Safety and Environment is one ofthe company's core values by complying with the Laws and Regulations first and then goingbeyond the mandate to keep our planet safe for future generations. Minimizing theenvironment impact of our operations assumes utmost priority.
The company is unwavering in its policy of ''safety of persons overrides all productiontargets'' which drives all employees to continuously break new grounds in safetymanagement for the benefit of the people property environment and the communities inwhich Scan Steels operates. Our dedicated measures by conducting the Risk AssessmentIdentification of significant environment aspects of all manufacturing plants andsignatory commitment of Responsible Care Greatest emphasis is given to safety measuresfor minimizing accidents and incidents.
In View of the above The Board has Constituted Corporate Social ResponsibilityCommittee to Comply the Section 135 of the Companies Act 2013. Composition and Terms ofReference of which is Detailed in Corporate Governance Report Part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Board has set up a Nomination and Remuneration Committee. This Committee isresponsible for making Policy pursuant to Proviso to Section 178 (3) & (4) and / orrecommending to the Board the remuneration package Directors KMP & other employeesincluding their annual increment and commission after reviewing their performance and alsoto decide the Criteria for determining appointment Qualifications Positive attributesand Independence of a Director
The Details Regarding the Composition of the Committee Meetings held and Terms Ofreference etc.. is Detailed in Corporate Governance Report Part of this Annual Report. Andthe Detailed Nomination and Remuneration Policy is attached as Annexure 'D' to thisReport.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.
Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.
Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges CorporateGovernance Report and the Managing Director's and Auditors' Certificate regardingcompliance of conditions of Corporate Governance are made part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
E-VOTING FACILITY AT AGM
In compliance with the provisions of the Clause - 35B of the Listing Agreement readwith Section 108 of the Companies Act 2013 and the Rule 20 of the Companies (Managementand Administration) Rules 2014 the company is pleased to provide members facility toexercise their votes for all the resolutions detailed in the Notice of the 22nd AnnualReport of the company and the business may be transacted through e-voting. The company hasengaged the services of Central Depository Services Limited (CDSL) as the authorizedagency to provide the e-voting facility.
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. A Risk Management Policy was reviewed and approved bythe Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structures processes standards code of conduct and behaviorstogether form the Scan Steels Management System that governs how the Group conducts thebusiness of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
LISTING ON STOCK EXCHANGE
The Company continues to remain listed with Bombay Stock Exchange Limited and annuallisting fee for the same has been paid.
During the year under review your Company had cordial and harmonious industrialrelations at all levels of the Organization.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year Ten Board Meeting were convened and held the details of which aregiven in the Corporate Governance Report part of this Annual Report. The Intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.
EXTRACT OF THE ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 and Section 134(3)(a) ofCompanies Act 2013 is furnished in Annexure 'F' and is attached to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the reporting under thesaid provision is not applicable to the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo as required under Section 134 (3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure 'G' and is attachedto this report.
PARTICULARS OF EMPLOYEES (RULE 5(2) AND 5(3)) AND MANAGERIAL REMUNERATION (RULE 5(1))OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 ANDUNDER SECTION 197(12) OF THE ACT
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annexure 'H' in this Report.
During the year under review there were no employees receiving remuneration of or inexcess of limits prescribed as per the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
In term of Section 134(3)(l) of the Companies Act 2013 no material changes andcommitments have occurred after the close of the year till the date of this Report whichcould affect the financial position of the Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. There is No Revision of Financial Statement or Board Report Adopted by the Companythereby there is no Disclosures to be made by the Company u/s 131 of the Companies Act2013 for Voluntary Revision of Financial Statement.
5. Your Company has No Holding or Subsidiary Company and thereby neither managingDirector nor Whole time Director of the Company received any commission or remunerationfrom the same. Accordingly there is no Details to be Provided by the Company pursuant toSection 197 (14) of the Companies Act 2013.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and various stakeholders such as shareholders customersand suppliers among others. The Directors also commend the continuing commitment anddedication of the employees at all levels which has been critical for the Company'ssuccess. The Directors look forward to their continued support in future.
FOR AND ON BEHALF OF THE BOARD
Rajesh Gadodia Managing Director
Nimish Gadodia Director
Date: 31st August 2015
ANNEXURE 'E' -
Form No- MR-3 Secretarial Audit Report
FOR THE FINANCIAL YEAR ENDED 31st March 2015
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Scan Steels Limited
(Formerly Clarus Infrastructure Realties Limited)
Office No. 104-105 E-square Subhash Raod
Opp. Havmor Ice Cream Vile Parle(E) Mumbai - 400 057
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Scan Steels Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of Company's books papers minute books forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Scan Steels Limited ("The Company") for the Financial Yearended on 31st March 2015 according to the provisions of:
1. The Companies Act 2013 (the Act) and the Rules made there under;
2. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder;
3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') to the extent applicable to the Company :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not Applicable to the Compnay duringthe audit period);
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the company during the audit period);
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not Applicable to the company during the audit period) and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not Applicable to the company during the audit period)
6. All relevant laws applicable to the Company as provided by the management hereunder:
A. INDUSTRIAL & LABOUR LAWS
1. Factories Act 1948;
2. Industrial Disputes Act 1947
3. The Apprentices Act 1961
4. The Contract Labour (Regulation and Abolition) Act 1970
5. The Employees Provident Funds and Miscellaneous Provisions Act 1952
6. The Employment Exchange (Compulsory Notification of Vacancies) Act 1959
7. The Equal Remuneration Act 1976
8. The Industrial Employment (Standing Orders) Act 1946
9. The Maternity Benefit Act 1961
10. The Minimum Wages Act 1948
11. The Payment of Bonus Act 1965
12. The Payment of Gratuity Act 1972
13. The Payment of Wages Act 1936
14. The Workmen's Compensation Act 1923
15. Odisha/ Karnataka Labour Welfare Act
B. ENVIRONMENT RELATED
1. Air (Prevention & Control of Pollution) Act 1981
2. Water (Prevention & Control of Pollution) Act 1974
3. Hazardous Waste (Management & Handling) Rules 1989
4. Manufacture Storage and Import of Hazardous Chemical Rules 1989
5. Environment (Protection) Act 1986
6. Water Cess Act 1977
C. PLANT RELATED
1. Standard of Weights & Measures(General) Rules 1987
2. The Electricity(Supply) Act 1948
3. The Indian Boilers Act 1923: Part of Factories Act
4. The Indian Electricity Act 2003
5. The Explosive Act 1884
6. The Gas Cylinder Rules 2004
D. TAXATION-DIRECT AND INDIRECT TAXATION (INCLUDING SALES TAX AND MU- NICIPAL/LOCALLEVIES)
1. Income T ax Act 1961
2. Central Sales Tax Act 1956
3. Odisha Sales Tax Act 1959/ Karnataka Sales Tax Act
4. Octroi / Entry Tax
5. Cess and other Related Local Levies
6. Electricity Payments (Indian Electricity Act 2013)
8. Motor V ehicles Act
9. Central Excise Act 1944
Public Liability Insurance Act
F. MOVEMENT RELATED
The Indian Port Act 1909 & Major Port Act 1960
G. BRANCH OFFICE RELATED
Shop and Establishment Act
H. APPLICABLE LOCAL / MUNICIPAL LAWS
I. COMPETITION LAW
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards
The Secretarial Standards issued and notified by the Institute of Company Secretariesof India are not applicable for the financial year under review and were only optional.Therefore we have not commented on the said compliances.
(ii) Listing Agreements
The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE).
During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
we further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
We further report that during the audit period the Company had the following specificevents:
1. The Company has Offered up to 13300000 (One Crore Thirty Three Lacs Only) EquityShares of Rs.10/- (Rs Ten only) each for cash at Rs. 50/- (Each) aggregating Rs.665000000/- (Rupees Sixty Six Crore Fifty Lacs Only) on preferential basis to theGeneral Investors and promoters and the said offered duly approved the by the Members inthe Extraordinary Geenral Meting held on 26th March 2015. However the Company has alloted6552000 (Sixty Five Lacs Fifty Two Thousand Only) Equity Shares of Rs.10/- (Rs Ten only)each for cash at Rs. 50/- (Each) aggregating Rs. 327600000/- (Rupees Thirty Two CroreSeventy Six Lacs Only) on 4th April 2015.
2. The Company has obtained the members approval by way of Special Resolution u/s180(1)(a) of the Companies Act 2013 in the 21st AGM held on 30th December 2014 forcreation of security for an amount not exceeding Rs. 1000.00 crores (Rupees One ThousandCrores only).
3. The Company has obtained the members approval by way of Special Resolution u/s180(1)(c) of the Companies Act 2013 in the 21st AGM held on 30th December 2014 forborrowing limit not exceeding Rs. 1000.00 crores (Rupees One Thousand Crores only).
4. Pursuant to Scheme of Merger of M/s. Scan Steels Limited (CIN:U27106OR1990PLC002685) with M/s. Clarus Infrastructure Realties Limited (Cin:L27209MH1994PLC076015) which was approved by the High Court of Bombay vide its order datedMay 11 2012 and High Court of Orissa vide its order dated 25th February 2014 and thescheme of amalgamation became effective upon filing of form INC-28 with Registrar ofCompanies Maharashtra on 12th August 2014.
Except of the above there were no specific events/actions such as public/right/debentures/ sweat equity of securities buy back foreign technical collaborations etc.which require compliance of applicable provisions therof.
For D P & Associates Company Secretaries
FCS No.: 2815 C.P. No. 6828
Date: 24th August 2015
*This report is to be read with our letter of even date which is annexed as' AnnexureE-1' and forms an integral part of this report.