The Members of
Ruchi Strips And Alloys Limited
Your Directors have pleasure in presenting 28th Annual Report together with AuditedFinancial Statements of the Company for the year ended March 31 2016.
1. PERFORMANCE AND OPERATIONS
(Rs. in Lacs)
|Financial Results ||31.03.2016 ||31.03.2015 |
|Sales & Other Income ||3332.85 ||22685.00 |
|Earning before finance cost and depreciation ||(5277.29) ||24.00 |
|Depreciation and Financial Charges ||0.71 ||11.08 |
|Profit/Loss before Tax ||(5278.00) ||12.92 |
|Provision for Tax ||434.37 ||3.35 |
|Deferred Tax (Assets)/Liabilities ||- ||4.06 |
|Profit/Loss After Tax ||(5712.37) ||5.51 |
|Exceptional items ||- ||- |
|Profit after exceptional items ||(5712.37) ||5.51 |
Your Company is engaged only in trading activities of various products including steeland agro commodities.
Your company attains turnover of Rs. 3332.85 Lac for the year ended March 31 2016 ascompared to Rs. 22675.89 Lac in the previous year. The Company reported exceptionallosses of Rs. 5712.37 Lac as compared to net profit of Rs. 5.51 Lac in the previous year.Out of the total losses incurred by the Company loss of Rs. 5279.87 Lac was due toprovision made for diminution of investments in the wholly owned subsidiary company. Inthe second consecutive year of weak monsoon and the challenging conditions faced by thesteel industry the Company is unable to find sufficient margin in steel and agri tradingwhich results in lower turnover. However the Company is exploring various other businessopportunities so that margin may be improved. During the year there is no change in thenature of the business of the company.
Due to exceptional losses incurred by the Company your Directors are not recommendingany dividend for the period under review.
3. SUBSIDIARY COMPANY
The Company is having a wholly owned subsidiary company viz. RSAL Steel Private Limited(RSPL) which is engaged in manufacturing Cold Rolled Close Annealed and other steelproducts and trading of Hot Rolled Coils Cold Rolled Close Annealed and other steelproducts. The Consolidated financial statements presented by the Company includes thefinancial statements of its subsidiary company as well.
During the year under review RSPL reported significant loss of Rs.90.69 Crore as perthe Audited Financial Statements for the year ended March 31 2016 which has eroded theentire net worth of RSPL. Hence the Board of Directors of RSPL at their meeting held onMay 27 2016 considered RSPL as a Sick Industrial Company under the provisions of the SickIndustrial Companies (Special provisions) Act 1985 and the subsidiary has also filed areference in Form A to the Board for Industrial and Financial Reconstruction (BIFR) onJuly 21 2016 for determination of the measures which shall be adopted with respect toRSPL.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Wholly owned Subsidiary in Form AOC-1 is attached tothe financial statements. The Company has no joint venture or associate company.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiary of the Company areavailable on the website of the Company.
None of the companies which have become/ceased to be subsidiary(ies) joint ventures orassociate companies during the year.
4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIALYEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO
Your Directors have nothing to report on the aforesaid matters as your Company is notengaged in manufacturing activities and has no foreign collaboration and has not exportedor imported any goods or services.
6. BUSINESS RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act 2013 and ListingAgreement/Listing Regulations the Company has framed a detailed Risk Management Policyfor assessment of risk and determine the responses to these risks so as to minimize theiradverse impact on the organization. The functional head of the Company is responsible forimplementation of the risk management system as may be applicable to their respectiveareas of functioning and report to the Board/Audit Committee.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
7. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Umesh Shahra (DIN - 00061312) Managing Director retires by rotation in accordancewith the provisions of the Companies Act 2013 and Articles of Association of the Companyand being eligible offers himself for re-appointment.
In compliance with Regulation 36(3) of the Listing Regulations brief resume expertiseand other details of all the Directors proposed to be appointed /reappointed are given inthe Notice convening the ensuing Annual General Meeting.
Mr. Kailash Chandra Shahra Chairman (DIN-00062698) resigned from the Board w.e.f.July 27 2016 due to his advance age.
Due to pre-occupations and other commitments the following Directors have resignedfrom the Board: Ms Puneet Bedi (DIN - 02178816) resigned w.e.f. April 25 2016 Mr. AshokKhasgiwala (DIN-00455517) resigned w.e.f. May 20 2016 Mr. Vijay K. Mahajan (DIN -01367496) resigned w.e.f. May 30 2016
Pursuant to provision of sub-section (6) of Section 149 of the Act and Regulation 17 ofthe Listing Regulations each of the Independent Directors of the Company have submitted adeclaration that each of them continues to meet the criteria of independence as providedin the Act and Listing Regulations.
Mr. Arvind Mishra-Chief Executive Officer Mr. Deepak Upadhyay-Company Secretary andMr. Ravi Deshmukh-Chief Financial Officer are the Key Managerial Personnel of theCompany.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Board Committees.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated after taking into account the view of executive and non executive directors.
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year four Board Meetings four Audit Committee Meetings Two Nomination andRemuneration Committee Meetings and four Stakeholders' Relationship Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Reportto this Annual Report of the Company. The intervening gap between the two Meetings waswithin the period prescribed under the Companies Act 2013/Listing Regulations.
11. POLICY FOR APPOINTMENT OF DIRECTOR KMP AND SENIOR MANAGEMENT AND THEIRREMUNERATION
The Board has adopted a policy for appointment of Directors Key Managerial Personneland Senior Management and their remuneration. The extract of the said Policy is reproducedin the Corporate Governance Report.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 312016 the applicable accounting standards have been followed and no material departureshave been made from the same;
ii) we have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for the year under review;
iii) we have 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;
iv) we have prepared the annual accounts/financial statement on a going concern basis;
v) we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and
vi) we have devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
13. STATUTORY AUDITORS
M/s Arun Maheshwari & Co. Chartered Accountants Auditors of the Company holdoffice upto the conclusion of the forthcoming Annual General Meeting of the Company. SinceM/s Arun Maheshwari shows his unwillingness for re-appointment therefore the Board ofDirectors at its meeting held on August 14 2016 recommended the appointment of M/s AGattani & Associate Chartered Accountants as the Statutory Auditors of the Company tohold office from the conclusion of the 28th Annual General Meeting till the conclusion ofthe 33rd Annual General Meeting of the Company to be held in the year 2021 (subject to theratification of their appointment at each Annual General Meeting).
Further the Company has received confirmation from M/s A. Gattani & Associateregarding their consent and eligibility under Sections 139 and 141 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 for appointment as the Auditors of theCompany for a period of five years consecutive from the conclusion of ensuing AnnualGeneral Meeting. Your board recommends their appointment at the ensuing Annual GeneralMeeting of the Company.
The Auditors' Report issued by M/s Arun Maheshwari & Co. for the financial yearended March 31 2016 does not contain any qualifications reservations or adverseremarks.
Pursuant to provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the theBoard of Directors of the Company at its meeting held on February 5 2016 had appointedM/s Sonal Kanungo & Co. Practicing Company Secretary Indore as the SecretarialAuditor of the Company to undertake the Secretarial Audit of the Company for the financialyear 2015-16. The Secretarial Audit report in the prescribed Form MR-3 is annexed to thisreport as
The said Secretarial Audit Report doesn't contain any qualifications reservations oradverse remarks by the Secretarial Auditor.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Existing Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.During the financial year under review the Company has not given any loan or providedguarantee or not made any investments.
16. RELATED PARTY TRANSACTIONS
All transactions that were entered during the financial year into by the Company withthe related party were on arm's length basis and were in the ordinary course of thebusiness. The Audit Committee has reviewed and approved the related party transactionsundertaken by the Company during the financial year. Disclosures as required under AS-18have been made in Note No. 25 to the Financial Statement. There are no materiallysignificant related party transactions entered into by the Company with its PromotersDirectors/Key Managerial Personnel or their respective relatives or other designatedpersons that may have potential conflict with interest of the Company at large.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.
19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.The Internal financial controls with reference to thefinancial statements were adequate and operating effectively.
20. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has formulated a 'Whistle Blower Policy' and has also established amechanism called the 'Vigil Mechanism' for its Directors and employee to voice theirconcerns or observations without fear or raise reports of instance of any unethical orunacceptable business practice or event of misconduct/unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy.
The said Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. During the financial year 2015-16 there has been no change in the WhistleBlower policy adopted by the Company.
21. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure-Bforming part of the Board's Report. The said information may be provided to the Membersupon request.
22. CORPORATE GOVERNANCE
Your Company is committed to maintaining the standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by the Securities andExchange Board of India. The Report on Corporate Governance as stipulated under ListingRegulations forms part of theAnnual Report.
23. DETAILS OF SEXUAL HARASSMENT COMPLAINTS
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (Sexual Harassment Act) the Company hasformed a Policy for prevention prohibition and redressal of sexual harassment of women atworkplace. The status of complaints as on March 31 2016 under the Sexual Harassment Actis as under:
1. Number of complaint of Sexual harassment received in the year:- NIL
2. Number of complaint disposed off during the year:- NIL
24. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in the prescribed FormMGT-9 is enclosed as "Annexure C".
25. LISTING AT STOCK EXCHANGE
The Company's Equity Shares are listed on BSE Limited.
26. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER
The Board of Directors have received a certificate from Chief Executive Officer andChief Financial Officer of the Company as specified in Part B of Schedule II of Regulation17 (8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
27. INDUSTRIAL RELATIONS
Relations with the employees continued to remain cordial throughout the year. YourDirectors wish to place on record their appreciation for sincere and dedicated servicesrendered by the executives staff and workers at all levels.
The Directors wish to place on record their appreciation for the sincere cooperationextended by the Members Bankers Employees of the company and all other GovernmentAgencies in carrying out the business of the Company..
| ||By order of the Board of Directors |
|Place: Indore ||Umesh Shahra ||Manish Jain |
|Date: August 14 2016 ||Managing Director ||Director |
| ||DIN: 00061312 ||DIN:02165053 |
DETAILS PERTAINING TO REMUNERATION INCLUDING INCREASED REMMUNERATION OF DIRECTORS ANDKMP AND DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
1) Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16 are as under:
|Name of Director and KMP ||Designation ||Remuneration for F.Y. 2015-16 ||Remuneration for F.Y. 2014-15 ||Increase in remuneration from previous year ||% Increase in remu neration ||Ratio to the median |
| || ||( in Rs.) ||(in Rs.) || || || |
|Mr. Umesh Shahra ||Managing Director ||1800000 ||1800000 ||Nil ||Nil ||2.55 |
|Mr. Deepak Upadhyay ||Company Secretary ||706060 ||607728 ||98332 ||16.18 ||- |
|Mr. Ravi Deshmukh ||Chief Financial Officer ||214515 ||190224 ||24291 ||12.77 ||- |
2) The median remuneration of employees of the Company during the financial year wasRs. 706060/-.
3) In the financial year 16.18% increase of in the median remuneration of employees.
4) There were 3 permanent employees on the rolls of Company as on March 31 2016 andthe details are given above at point no.1.
5) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015-16: The Company does not haveemployee other than managerial personnel therefore no explanation required.
6) The key parameters for the variable component of remuneration availed by thedirectors: The variable component is not part of directors' remuneration.
7) It is hereby affirmed that the remuneration paid is as per the Policy forappointment of Directors Key Managerial Personnel and senior management employees ortheir remuneration.