The Board of Directors of your Company takes pleasure in presenting 30th Annual Reportand audited accounts of your Company for the financial year ended 31st March 2016. (Rs.In Cr.)
|Particulars ||2015-16 ||2014-15 |
|Gross Turnover ||1084.09 ||1170.30 |
|Earnings before interest tax & depreciation ||102.05 ||84.99 |
|Finance co st ||39.34 ||37.30 |
|Depreciation ||14.89 ||11.30 |
|Profit before tax ||47.67 ||36.70 |
|Profit after tax ||33.20 ||27.57 |
|Amount available for appropriation ||156.27 ||132.06 |
1. Results of Operations and the State of Companys affairs
The Company has performed excellently under the very-very challenging circumstances. In2016 the Gross Revenues from Operation were Rs. 1084 crore as against Rs. 1170 crore inlast year. Sales value reduced marginally due to drop in raw material prices. EBITDAmargin for the year ended FY16 to double digit 10.2% over 7.8% in FY15. But despite thevolatile commodity price environment company was able to maintain the growth momentum andregister volume growth of 8.5% in FY16 over FY15. We have reported a net profit of Rs.33.2 crores in FY16 which is an increase of 20% versus last financial year. This hasresulted to the earnings per share Rs. 15.09 in FY16 as compared to earnings of Rs. 13.16per share a year ago. Our return on equity has improved to 15.8%.
2. Transfer To General Reserves
Out of the total profit for the financial year 2015-16 an amount of Rs. 6.00 Crore isproposed to be transferred to the General Reserve.
The Board has distributed interim dividend @ 37.5% i.e. Rs 0.75 Per Equity Shareduring the year and further has recommend a Final Dividend of 37.5% i.e. Rs 0.75 PerEquity Share of Rs 2 each for the financial year 2015-16. The Final Dividend if approvedat the ensuing annual general meeting will be paid to those shareholders whose namesappear on the register of members of the company as on the book closure/record date. Thetotal dividend including Interim Dividend on the equity shares would involve an outflow ofRs. 3.30 Cr. toward dividend and Rs 0.67 Cr. toward dividend distribution tax.
4. Corporate Governance And Additional Information To Shareholders
The company is committed to maintain high standards of corporate governance. A separatereport on corporate governance pursuant to regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 auditors certificate on its complianceincluding the management discussion and analysis and shareholders information formsa part of this report.
Details of the depository system and listing of shares and Registrar & ShareTransfer Agent are given in the section Shareholder information which forms a part of theCorporate Governance Report.
5. Conservation Of Energy Technology Absorption Foreign Exchange Earnings AndOutgo
Details of conservation of energy technology absorption foreign exchange earnings andoutgo undertaken by the Company along with the information in are given in AnnexureA to the Directors Report.
6. Directors And Key Management Personnel
During the year under review there is no change in the composition of the Board ofDirectors of your Company.
Mr. Nitin Garg Executive Director is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible offer himself for re-appointment.
7. Number Of Meetings Of The Board And Its Committees
The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2015-16 are mentioned under the Corporate Governance Reportwhich forms a part of this report.
8. Statutory Auditors
The Company ratifies the appointment of M/s. Sanjeev Anand & Associates CharteredAccountant (Firm Reg. no. No.: 007171C) as the Statutory Auditors of the Company to holdoffice from the conclusion of this meeting until the conclusion of next Annual GeneralMeeting. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and thatthey are not disqualified for reappointment.
9. Secretarial Auditor
The Board has appointed M/s Ravi S Sharma & Associates Practicing CompanySecretary (FCS 7336) to conduct Secretarial Audit for the financial year 2015-16.The Secretarial Audit Report for the financial year ended March 31 2016 is annexedherewith marked as Annexure B to this Report.
10. Cost Auditor
The Board of Directors of your Company on the recommendations made by the AuditCommittee has approved the appointment of S. R. Kapur Practicing Cost Accountant (M. No.4926) as the Cost Auditor of your Company to conduct the audit of cost records for thefinancial year 2016-17. The remuneration proposed to be paid to the Cost Auditor subjectto your ratification at the ensuing 30th AGM.
Your Company has received consent from S. R. Kapur Practicing Cost Accountant to actas the Cost Auditor for conducting audit of the cost records for the financial year2016-17 along with a certificate confirming their independence and arms lengthrelationship.
11. Auditors Reports
The Statutory Auditors Report to the Shareholders together with Accounts for theyear ended 31st March 2016 and notes thereon are attached which are self-explanatory.The observations of Statutory Auditors and Secretarial Auditors in their report read withthe relevant Notes to Accounts are self-explanatory and therefore do not require anyfurther explanation.
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The Auditors Reportfor the financial year ended 31st March 2016 does not contain any qualificationreservation or adverse remark.
12. Management Discussion And Analysis
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Companys businesses internal controls and their adequacy risk& concerns risk management systems and other material developments etc. during thefinancial year 2015-16.
13. Public Deposits
Your Company has not invited or accepted any fixed deposits during the year as per theprovisions of Section 73(2) of the Companies Act 2013 and the rules made there under andas such no amount of principal or interest was outstanding on the date of the BalanceSheet.
14. Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
15. Subsidiaries/Joint Ventures/Associate Companies
A separate section on the performance and financial position of the subsidiary companyin Form AOC- I is part of the report and is annexed herewith as Annexure C. Asper the SEBI Listing Regulations a policy on material subsidiaries as approved by theBoard of Directors may be accessed on the Companys website www. goodlucksteel.com.
16. Independent Directors Declaration
The Board of the Company consists of Mr. Vijender Kr. Tyagi Mr. Ishwar C Agasti Mr.Rahul Goel and Dr. Kiran Garg as independent Directors. These Directors have confirmedthat they fulfil all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the Rules thereunder. Every IndependentDirector at the first meeting of the Board in which he participates as a Director andthereafter at the first meeting of the Board in every financial year gives a declarationthat he meets the criteria of independence as provided under law.
17. Risk Management Policy
In compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedures. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy.
The objective of any risk identification and assessment process is to evaluate thecombination of likelihood and level of negative impacts from an event. The three maincomponents of risk assessment are business risk service/operational risk and externalrisk.
The Company manages the risk in line with current risk management best practices. Thisfacilitates the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision-making and compliance with applicablelaws and regulations.
18. Change In The Nature Of Business
In pursuance to Rule 8(5) of Companies (Accounts) Rules 2014 there is no change inthe nature of business of Company.
19. Material Orders
In pursuance to Rule 8(5) (vii) of Companies (Accounts) Rules 2014 No significant ormaterial orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Companys operations in future.
20. Particulars Of Loans Given Investments Made Guarantees Given And SecuritiesProvided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.
21. Familiarisation Programme For Board Members
The Board members are provided with necessary documents reports and internal policiesto enable them to familiarise with the Companys procedures and practices. Periodicpresentations are made at the Board and Board Committee Meetings on business andperformance updates of the Company. The details of such familiarization programmes forIndependent Directors are posted on the website of the Company and can be accessed at thelink https://www.goodlucksteel.com.
22. The Policy On Related Party Transactions
All Contracts/transactions/arrangements entered into by the Company during thefinancial year with the Related Parties were in ordinary course of business and on anarms length basis and in accordance with the provisions of the Companies Act 2013read with the Rules issued thereunder and the Listing Regulations. Further there were notransactions with related parties which qualify as material transactions under the ListingRegulations.
All transactions with related parties were reviewed and approved by the AuditCommittee. Omnibus approval is obtained for un-foreseen transactions. Subsequently on aquarterly basis the transactions are presented to the Audit Committee specifying thenature value and terms and conditions of the same.
The Company has made transactions with related parties pursuant to Section 188 ofCompanies Act 2013. The particulars of material contracts or arrangements with relatedparties referred to in sub-section (1) of section 188 in the Form AOC-2 is annexedherewith as Annexure D.
The Company has formulated a policy on materiality of related party transactions andalso on dealing with Related Party Transactions which has been uploaded on theCompanys website at the weblink: https://www.goodlucksteel.com.
23. Policy On Appointment and Remuneration To Be Paid To Directors Key ManagerialPersonnel (KMP) And Other Employees And Criteria Formulated By The Committee ForDetermining Qualification Attributes Independence Of A Director
The Board has adopted a policy on Remuneration to be paid to Directors Key ManagerialPersonnel and other employees and Criteria for Appointment of Directors. The objective ofthe policy is to define the criteria for qualification qualities and characteristics forthe Board as a whole and to ensure that Executive/Non-Executive Directors and KeyManagerial Personnel are sufficiently compensated for their performance.
Policy on appointment of Directors
The Composition and strength of the Board of Directors ("the Board") of theCompany is subject to the provisions of the Companies Act 2013 Listing Regulations andArticles of the Association of the Company. The Nomination and Remuneration Committee isresponsible for evaluating the qualifications of each candidate to be appointed asDirector on the Board. In general it is expected from a Director to possess appropriateskills experience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the Companys business or in the area of his expertise and tohave ample experience and a proven record of professional success leadership and thehighest level of personal and professional ethics integrity and values.
Non-Executive Independent Directors may receive sitting fees for attending the Meetingof the Board and Committees thereof. The Executive Directors and other employees are paidremuneration by way of salary perquisites allowances and variable pay. Perquisites andretirement benefits are paid as per the Company policy. The remuneration of ExecutiveDirectors as recommended by the Nomination and Remuneration Committee is approved andfurther recommended by Board of Directors to the Members for approval. Remuneration andannual pay of Executive Directors and employees is determined keeping in view the industrybenchmark and the relative performance of the Company.
Criteria for Determining Qualifications Positive Attributes & Independence ofDirector
A director shall possess appropriate skills experience and knowledge in one or morefields of finance law management sales marketing administration research corporategovernance operations or other disciplines related to the companys business or inthe area of his expertise.
A director shall be a person of integrity who possesses relevant expertise andexperience and who shall uphold ethical standards of integrity and probity; actobjectively and constructively; exercise his responsibilities in a bona-fide manner in theinterest of the company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the company inimplementing the best corporate governance practices.
Directors should be free to present their view point independently Company has alsoadopted to conduct the separate meeting of the independent Directors which will ensurethat the independent directors of the Company can review the performance of the Board andChairman. Moreover the Directors should meet the other requirements of the Companies Act2013 and Regulation 16(1) (b) of Listing Regulations concerning independence of directors.A complete Remuneration Policy is available Companys website at the weblink:https://www.goodlucksteel.com .
24. Evaluation of the Boards Performance
In compliance with the Companies Act 2013 and SEBI Listing Regulations during theyear the Board adopted a formal mechanism for evaluating its performance as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evaluation to evaluate the performance ofindividual directors including the Board Chairman.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theCompanies Act 2013 and corporate governance requirements as prescribed by SEBI listingRegulations. The performance of the Board was evaluated on the basis of the criteria suchas the Board composition and structure effectiveness of Board process information andfunctioning etc. The performance of the committees was evaluated on the basis of thecriteria such as the composition of the committees effectiveness of committee meetingsetc. The Board and Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of individualdirector to the Board and committee meetings like preparedness on the issue to be discussmeaningful and constructive contribution and inputs in meetings etc. The Directors weresatisfied with the evaluation results which reflected the overall engagement of the Boardand its Committees with the Company.
25. Corporate Social Responsibility Initiatives
In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to the CSRCommittee and an Annual Report on CSR Activities forms part of this Report as AnnexureE. The CSR Policy may be accessed on the Companys website at theweblink: https://www.goodlucksteel.com .
26. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
27. Vigil Mechanism
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about genuine concerns or grievances unethical behavior actual or suspectedfraud or violation of the Codes of conduct or legal or regulatory requirements incorrector misrepresentation of any financial statements and reports etc. The detail vigilmechanism may be accessed on the Companys website at the weblink:https://www.goodlucksteel.com.
28. Extract Of Annual Return
Pursuant to section 92(3) of the Companies Act 2013 (the Act) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is attached as Annexure F.
29. Particulars Of Employees
Particulars of employees and the ratio of the remuneration of each director to themedian employees remuneration and other details in terms of Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached herewith as Annexure G whichform part of this Report.
30. Payment of Listing Fees
Annual listing fee for the year 2016-17 has been paid by the Company to the stockexchanges where the company is listed i.e. BSE Ltd. and National Stock Exchange Limited.
31. Material Changes And Commitments Affecting The Financial Position Of The CompanyAfter 31st March 2016
There was no material change and commitment affecting the financial position of thecompany after 31st march 2016 till the date of the report. However The Company hasshifted its registered office from 5/102 Sikka Complex Community Centre Preet ViharDelhi-110 092 to 509 Arunachal Building Barakhamba Road Connaught Place New Delhi-110001 with effect from 1st May 2016. The Board members under the able leadership teamwithin the organization felt the need for a new name to capture our diversified productprofile. In this line the Board of Directors have accords its consent to change the Nameof the company from "Good Luck Steel Tubes Limited" to "Goodluck IndiaLimited" which is under process of requisite approval from shareholders and competentauthority(ies).
32. Directors Responsibility Statement
As stipulated in Section 134(3) (c) of Companies Act 2013 your Directors subscribe tothe "Directors Responsibility statement" and confirm as under:
a. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures.
b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true & fair view of the state of affairs of the Company at the end of FinancialYear 2015-16 and of the Profit & Loss A/c of the Company for that period.
c. That the directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.d. That the directors have prepared the annual accounts on a going concern basis. e. Thedirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively. f. Thedirectors has devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Directors wish to thank and acknowledge with gratitude for assistance andcooperation received from the financial institutions banks government authoritiescustomer vendors and members during the year under review. Your directors also wish toplace on record their deep sense of appreciation for the committed services by theexecutives staff and workers of the company.
On behalf of the Board of Directors
M. C. GARG
DATE: 24th May 2016