The Members Gyscoal Alloys Limited
Your Directors have pleasure in presenting the Seventeenth Annual Report and theAudited Statement of Accounts for the financial year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS:
The financial highlights of the company for the year under review are summarized asunder
| ||CONSOLIDATED || |
|PARTICULARS ||Current Year ended on 31/03/2016 ||Current Year ended on 31/03/2016 ||Previous Year ended on 31/03/2015 |
|Revenue from Operations ||15932.67 ||15932.67 ||17636.45 |
|Other Income ||457.69 ||457.69 ||154.56 |
|Total Revenue ||16390.36 ||16390.36 ||17791.01 |
|Total Expenditure ||17915.73 ||17908.73 ||17691.20 |
|Profit before Tax ||(1525.37) ||(1518.37) ||99.81 |
|Prior Period Tax ||(106.9) ||(106.9) ||- |
|Current Tax ||- ||- ||20.79 |
|Deferred Tax ||(86.30) ||(86.30) ||58.72 |
|Share of (Profit) / Loss attributable to Minority ||0.10 ||- ||- |
|Profit for the Year ||(1332.06) ||(1325.16) ||20.30 |
|Profit available for appropriation ||(1332.06) ||(1325.16) ||20.30 |
|Balance Brought forward ||2417.83 ||2428.32 ||2415.43 |
|Surplus ||(1332.06) ||(1325.16) ||20.30 |
|Appropriation - || || || |
|General Reserve ||7.44 ||7.44 ||7.44 |
|Dividend ||- ||- ||- |
|Adjustment relating to Fixed Assets ||0 ||0 ||7.41 |
|Balance Carried Forward ||1085.77 ||1103.16 ||2428.32 |
2. DIVIDEND & RESERVES:
Due to inadequate profit your directors are not in a position to recommend any dividendfor the financial year ended 31st March 2016. NIL amount has been transferredto General Reserve.
3. UTILIZATION OF PROCEEDS OF IPO:
The statement of projected utilization of the IPO proceeds as per Prospectus dated 18thOctober 2010 against actual utilization as on 31st March 2016 is as follows:
|Particulars || ||(Amount in lacs) |
|Utilisation of funds upto 31st March 2016 || || |
|Amount Received from IPO || ||5467.00 |
|Promotor Contribution || ||1000.00 |
|Income from Investment of IPO Proceeds || ||191.21 |
| || ||6658.21 |
| ||Projected ||Actual |
|Land Cost* ||765.38 ||204.95 |
|Civil Cost ||600.00 ||645.43 |
|Plant & Machinery * ||4405.11 ||4092.90 |
|Long Term Working Capital ||500.00 ||1194.24 |
|General Corporate Purpose ||25.00 ||10.00 |
|IPO Expenses ||482.36 ||510.69 |
| ||6777.85 ||6658.21 |
|Total || ||6658.21 |
* It includes advances given to various parties for Land and Plant & Machinery forNew Project.
Plant & Machineries for Phase -I of new IPO project has been installed and Phase-IIof the same is still under process.
4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :
Pursuant to the provision of Section 125(2) of the Companies Act 2013 dividendsmatured fixed deposits redeemed debentures Share Application money due for refund andinterest thereon which remained unclaimed up to 23rd October 2017 will bedeposited to Investors' Education and Protection Fund (IEPF) of the Central Government.
Amount of Rs 25560/- is lying as the Amount of Application money received and due forrefund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which theamount will be transferred to IEPF account will be 23rd October 2017 Therefore theshareholders are advised to claim such amounts immediately.
5. BUSINESS PERFORMANCE & PROSPECTS:
Information on operational and financial performance etc. of the Company for thefinancial year is given in the Management Discussion and Analysis which is set out asAnnexure F to the Directors' Report.
6. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposit from public within the meaning ofSection 73 of the Companies Act 2013 and rules made thereunder.
7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:
In accordance with Companies Act 2013 ("the Act") and Accounting Standard(AS)-21 on consolidated financial statement read with As-23 on Account for investment inassociates and AS-27 on financial reporting of interest in Joint ventures. The auditedconsolidated financial is provided in the Annual Report.
The Company has prepared Consolidated Financial Statements of the Company and whilepreparing the consolidated financial statements Company has consolidated the accounts ofone subsidiary namely Thai Indo Steel Co. Ltd. as per the requirements of AccountingStandards issued by the Institute of Chartered Accountants of India.
The details of financial performance of Subsidiary Company is furnished in Annexure Cand attached to this report.
8. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
The Company is operating in only one segment i.e. Metal Industry. The company mainlymanufactures SS Angles SS Flats & SS Rounds and the % wise breakup of the products ofthe total turnover of the company is as under:-
|S.S. ANGLE BARS ||40 % |
|S.S. FLAT BARS ||14 % |
|S.S. ROUND BARS ||11% |
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
Your Company has a comprehensive system of internal controls to safeguard the Company'sassets against loss from unauthorized use and ensure proper authorization of financialtransactions. The Company has an exhaustive budgetary control system to monitor allexpenditures against approved budgets on an ongoing basis. The Company maintains a systemof internal controls designed to provide assurance regarding the effectiveness andefficiency of operations the reliability of financial controls and compliance withapplicable laws and regulations as applicable in the various jurisdictions in which theCompany operates.
10. CORPORATE GOVERNANCE CERTIFICATE
In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements)Regulation 2015 (hereinafter "Listing Regulation") a Report on CorporateGovernance along with Compliance Certificate issued by Secretarial Auditor's of theCompany is annexed to the Annual Report.
Additionally this contains compliance report signed by the CEO of the Company inconnection with compliance with the Code of Conduct and also CEO/CFO Certification asrequired by SEBI (Listing Obligations and Disclosure Requirements) 2015.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in"Annexure - A" and is attached to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Board of the Company has framed the Risk Management Policy. The details of thepolicy are as updated on website of the company www.gyscoal.com . The risk managementincludes identifying types of risks and its assessment risk handling and monitoring andreporting. At present the company has not identified any element of risk which maythreaten the existence of the company.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The details of Loans Guarantee and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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 arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.
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.gyscoal.com/wp-content/uploads/2014/03/related-party-transaction-policy.pdf
Your Directors draw attention of the members to Note 32 to the financial statementwhich sets out related party disclosures.
16. AUDITORS & AUDITORS REPORT
M/s. B K Patel & Co. Chartered Accountants (ICAI Registration No. 112647W)Ahmedabad were appointed as Statutory Auditors for a period of 1 (one) year in the AnnualGeneral Meeting held in last year. Due to unwillingness to act as a Statutory Auditor ofthe Company the Company has received the resignation letter dated 12.08.2016 from M/s B.K. Patel & Co. Chartered Accountants. The Board of Directors has at its meeting heldon 12th August 2016 recommended the appointment of M/s. Saurabh R Shah & Co.Chartered Accountants (ICAI Registration No. 127176W) Ahmedabad as Statutory Auditor ofyour Company in place of M/s. B. K. Patel & Co. to hold office from the conclusion ofthis AGM until the conclusion of the 22nd AGM of your Company subject toratification by the Members at every AGM held after this AGM.
Resolutions seeking your approval on these items are included in the Notice conveningthe AGM.
The observation made in the Auditor's Report are selfexplanatory and therefore do notcall for any further comments under Section 134(3)(f) of the Act.
The explanation on adverse remarks / qualification(s) in the Auditor's Report - PointNo. (vii) (a) to the Standalone Financial Statements: According to the information andexplanations given to us the Company has been generally regular in depositing undisputedstatutory dues including provident fund employees' state insurance income-taxsales-tax wealth tax service tax duty of customs duty of excise value added tax cessand any other statutory applicable to it with the appropriate authorities during theperiod. However in some cases such statutory dues are paid after its due dates alongwith interest during the year.
Point No. (vii) (b) to the Standalone Financial Statements: According to theinformation and explanations given to us the disputed statutory dues aggregating Rs410734597/- that have not been deposited on account of disputed matter pending beforeappropriate authorities
Point No. (viii) to the Standalone Financial Statements: According to the informationand explanations given to us the Company has defaulted in repayment of dues aggregatingof Rs 414000562/- to financial institutions banks or debenture holders during the year.
Explanation to Point No. (vii) (a) Point No. (vii) (b) and Point No. (viii) to theStandalone Financial Statements:
For Point No. (vii) (a) the audit qualifications pointed out by the auditor are justthe disclosure of fact that the company has not deposited its disputed statutory dues withappropriate authority and has made default in repayment of Bank loan. This is notimpacting financial position of the Company.
For Point No. (vii) (b) the stay order has been received against the amount disputedand not deposited & management is in the process of taking necessary steps to resolvepending statutory dues as mentioned in the Auditor's report and taking measures to paythem within due course.
For Point No. (viii) in respect of default in repayment of Bank loans the company is inprocess of taking necessary steps to regularize those account.
The Management is in the process of taking necessary steps to resolve pending statutorydues & repayment of Bank Loans as mentioned in the Auditor's Report.
17. SECRETARIAL AUDIT REPORT
The Board has appointed M/s Chirag Shah & Associates Practicing CompanySecretaries (ICSI Membership No. 5545 & CPN 3498) to conduct Secretarial Audit forthe financial year 2015-16. The Secretarial Audit Report for the financial year endedMarch 31 2016 is annexed herewith marked as "Annexure E" to this Report.
The Explanation on comments / observation(s) in the Secretarial Audit Report - PointNo. 1. As per Regulation 9(1) & (2) of SEBI (PROHIBITION OF INSIDER TRADING)REGULATIONS 2015 company has to adopt Minimum Standards for Code of Conduct to RegulateMonitor and Report Trading by Insiders as set out in schedule B of the same regulation andaccording to point 5 of Schedule B company has to close the trading window for 48 hoursafter the outcome of board meeting are declared but for the board meeting dated 30th May2015 13th August 2015 and 4th November 2015 trading window was closed for only 24hours.
Explanation 1. The Company has closed its trading window from the 4th BoardMeeting of the Company held on 3rd February 2016 for 48 hours after theoutcome of the Board Meeting are declared in complying with the "ListingRegulation" of SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 and other applicable regulations of SEBI (Prohibition of Insider Trading)Regulations 2015.
18. COST AUDITOR
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 your Directors had on recommendation of theAudit Committee appointed Shri V.H. Shah Practicing Cost Accountant (ICWAI RegistrationNo. 100257) Ahmedabad as Cost Auditor for conducting audit of cost accounting recordsmaintained by the Company for "Steel Plant" for the financial year 2016-17. Asrequired under the Companies Act 2013 the remuneration payable to the cost auditor isrequired to be placed before the Members in a general meeting for their ratification.Accordingly the resolution seeking Members' ratification is included in the Noticeconvening the Annual General Meeting.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to Section 178(3) of the Companies Act 2013.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company. Details of theRemuneration Policy are given in the Corporate Governance Report.
Your Company has adopted a defined policy and procedure for Appointment of IndependentDirectors which has been put on Company website www.gyscoal.com.
20. 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 is furnished in"Annexure B" and is attached to this Report.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 4 (Four) Board Meetings during the financial year under review. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
22. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement 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 at the end of the financial year and ofthe profit and 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
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.
23. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 isappended as "Annexure - D" to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 during FY 2015-16.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per Section 152 of the Companies Act 2013 Mr. Zankarsinh Solanki Whole-TimeDirector retire at this Annual General Meeting and being eligible offer himself forre-election. The Board of Directors recommended his reappointment at the forthcomingAnnual General Meeting.
Miss Priti Kakkar has joined as Company Secretary & Compliance Officer w.e.f. 30thMay 2016 in place of Ms. Shrima Dave whose resignation was accepted by the Company on the19th day of May 2016.
Mr. Zankarsinh Solanki (DIN - 00014226) who was re-appointed as Whole Time Director ofthe Company w.e.f. 01/04/2016.
25. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material order passed by the Regulators or Courts orTribunals which would impact the going concern status and the company's future operations.
26. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
27. BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise was carried out through a structured evolution process covering various aspectsof the Boards functioning such as composition of the Board & committees experience& competencies performance of specific duties & obligation contribution at themeetings and otherwise independent judgment governance issues etc.
28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
|a) Shri Sunil Talati ||- Chairman |
|b) Shri Surendra Patel ||- Member |
|c) Shri Viral Shah ||- Member |
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of Board Of Directors |
| ||Viral Shah |
|Place : Ahmedabad ||(Chairman & Managing Director) |
|Date : 12/08/2016 ||DIN - 00014182 |