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Sagardeep Alloys Ltd.

BSE: 510200 Sector: Metals & Mining
NSE: SAGARDEEP ISIN Code: INE976T01013
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Sagardeep Alloys Ltd. (SAGARDEEP) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 10th Annual Report along with AuditedFinancial Statements of your Company for the financial year ended 31st March 2017.

1. Financial Results

During the year under review your Company has achieved a total net sale of Rs.7252.79lakhs and achieved Net Profit after Tax (NP) of Rs.27.16 lakhs. There is decrease in saleand profit earned during the current year in comparison to that of previous year howeveryour directors are hopeful about the performance to be improved of the Company in thecoming years. The financial highlights for the year 2016-17 are as under:

(Standalone) (Amount in Rs. lakh)

Particulars for the year ended March 31 2017 March 31 2016
Net revenue from Operations 7252.79 12729.37
Profit Before Depreciation and Tax 84.39 125.42
Less: Depreciation 39.50 41.26
Profit Before Tax 44.89 84.15
Less: Provision for Taxation (including deferred tax) 17.73 44.39
Profit After Tax 27.16 39.75
EPS (Basic) 0.25 0.47
EPS (Diluted) 0.25 0.47

2. Dividend

Your Director feel that it is prudent to plough back the profits of the Company forfuture growth of the Company and therefore do not recommend any dividend for the yearended March 31 2017.

3. Transfer of Undaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend the provision of Section 125 of theCompanies Act 2013 do not apply.

4. Change in the nature of business. ifany-

During the year there is no change in the nature of business of the Company.

5. Reserves

During the year under review the Company has not transferred any amount to reserve.

6. Subsidiary Joint Ventures and Associate Companies

The Company has one wholly owned Indian Subsidiary company i.e. Sagardeep EngineersPrivate Limited.

7. Consolidated Financial Statement

The Financial Statement of the Company for the Financial year 2016-17 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Consolidated Financial Statement has been prepared on the basis ofthe audited financial statement of the Company as approved by their respective Board ofDirectors. Pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company the Consolidated Financial Statements along with all relevant documentsand Auditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweb link www.sdalloys.com

8. Public Deposit

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

9. Particulars ofloan Guarantees orInvestmentmadeunderSection 186

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

10. Extract of the annual return

The extract of the Annual Return in Form-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Annexure A and is attached to the report.

11. Directors& Key Management Personnel

I. Composition ofBoard & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive NonExecutive and Independent Directors. As on the date of this report the Board comprises of5(Five) Directors out of which 2 are Executive Directors and 3 are non-executiveIndependent Directors that includes one Woman Director. The Chairman of the Board is anexecutive Director.

The Board of Directors duly met 6 times on 25/04/2016 12/05/2016 13/08/201612/11/2016 30/12/2016 and 23/02/2017 during the year. The Composition category andattendance of each Director at the Board and Annual General Meeting and Number of otherDirectorship and Chairmanship / Membership of Committee of each Director in variouscompanies is as follows:-

Name of Director Designation Category No of Board Meetings held during the year No of Board Meetings attended during the year Attendance at the AGM
Mr. Satishkumar A Mehta Chairman & Managing Director Promoter 6 4 Yes
Mr. Jayeshkumar A Mehta Whole Time Director Promoter 6 4 Yes
Mr. Asamal S Mehta* Whole Time Director Promoter 6 6 Yes
Mr. Harish A Mehta* Whole Time Director Promoter 6 4 No
Mr. Hemang M Panchal* Non-Executive Director Independent 6 1 No
Mr. Hemendra B Patel Non-Executive Director Independent 6 1 No
Mr. Nileshkumar D Patel# Non-Executive Director Independent 6 2 Yes
Mrs. Vinita P Maheshwari Non-Executive Director Independent 6 5 Yes
Mr. Jitendra Patel** Non-Executive Director Independent 6 - No

*ceased to be director w.e.f 17.07.2017 # ceased to be director w.e.f 20.12.2016 **appointed as a director w.e.f 23.02.2017

II. APPOINTMENT.

Appointment of Mr. Jitendrakumar Dhanjibhai Patel as an additional director of theCompany:

During the year under review in accordance with the provisions of Section 149(1) and161(1) of the Companies Act 2013 Mr. Jitendrakumar Dhanjibhai Patel (DIN: 07369309) wasappointed as Additional Director by the Board of Directors of the Company in their Meetingheld on 23rd February 2017.

The relevant details including profile of Mr. Jitendrakumar Dhanjibhai Patel isincluded separately in the Notice calling the 10th Annual General Meeting of theShareholders.

III CESSATIONS:

Mr. Nileshkumar Patel

During the year under review Mr. Nileshkumar Patel [DIN- 07256467] Director of theCompany has resigned from the directorship of the Company with effect from 20/12/2016.

The Board places on record its appreciation for contributions and guidance provided byMr. Nileshkumar Patel during his respective tenure as a Director of the Company.

Mr. Hemang Panchal

The Board of directors in the meeting held on 17th July 2017 accepted the resignationof Mr. Hemang Panchal Director of the Company and he ceased to be the director of theCompany w.e.f 17.07.2017.

The Board places on record its appreciation for contributions and guidance provided byMr. Hemang Panchal during his respective tenure as a Director of the Company.

Mr. Asamal Mehta & Mr. Harishkumar Mehta

The Board of directors in the meeting held on 17th July 2017 accepted the resignationof Mr. Asamal Mehta Chairman& Whole-time Director& Mr. Harishkumar MehtaWholetime Director of the Company and they ceased to be the directors of the Company w.e.f17.07.2017.

The Board places on record its appreciation for contributions and guidance provided byMr. Asamal Mehta & Mr. Harishkumar Mehta during their respective tenure as a WholetimeDirector of the Company.

IV. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles ofAssociation Mr. Jayeshkumar A Mehta (DIN-02156140) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. Necessaryresolution for his re-appointment is placed before the shareholder for approval.

V Profile ofDirectors seeking appointment/reappointment

As required under regulation 36(3) of SEBI (LODR) 2015 particulars of the Directorsretiring and seeking reappointment at the ensuing Annual General Meeting is annexed to thenotice convening 10th Annual General Meeting.

VI. Key Managerial Personnel

Company Secretary

Mr. Dileep Panchal Company Secretary and Compliance Officer of the Company resignedfrom the post of Company Secretary and Compliance Officer of the Company w.e.f 07th April2017. Further pursuant to recommendation of Nomination and Remuneration

Committee Ms. Barkha Deshmukh qualified Company Secretary was appointed as theCompany Secretary and Compliance Officer of the Company w.e.f 07th April 2017 by theboard of directors in their meeting held on 07th April 2017.

Chief Financial Officer

Mr. Bhavik Somani Chief Financial Officer of the Company resigned from the post ofChief Financial Officer of the Company w.e.f 01st July 2017. Further pursuant torecommendation of Nomination and Remuneration Committee Mr. Krishnakant Somani wasappointed as the Chief Financial Officer of the Company w.e.f 17th July 2017 by the boardof directors in their meeting held on 17th July 2017.

As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:

a) Mr. Satishkumar A Mehta Chairman & Managing Director

b) Mr. Jayeshkumar A Mehta Whole Time Director

c) Mr. Krishnakant Somani Chief Financial Officer

d) Ms. Barkha Deshmukh Company Secretary

VII. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as prescribed under the Section 149(6) of theCompanies Act 2013 read with the rules made there under and in the opinion of the Boardthe Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.

12. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014 as amended from time to time. It adheres to theterms of reference which is prepared in compliance with Section 177 of the Companies Act2013 and SEBI (LODR) Regulations 2015. The Members of the Committee are:-

Name Category Position Number of meetings held Number of meetings attended
Mr. Jitendrakumar Patel** Non Executive Independent Director Chairman 4 1
Mrs. Vinita Maheshwari** Non Executive Independent Director Member 4 1
Mr. Harish A Mehta# Executive Director Member 4 3
Mr. Nileshkumar D Patel* Non Executive Independent Director Chairman 4 2
Mr. Hemendra Patel## Non Executive Independent Director Member 4 1
Mr. Satish A Mehta### Executive Director Member 4 -

*Ceased to be chairman and member of the Committee w.e.f 20.12.2016

**Inducted as member and chairman of the committee w.e.f 23.02.2017

***Inducted as member of the Committee w.e.f. 23.02.2017

#ceased to be member of the Committee w.e.f 23.02.2017

##ceased to be member of the Committee w.e.f 23.02.2017

###Inducted as member of the Committee w.e.f. 23.02.2017

As on the date of this report the Audit Committee comprises of three members viz. Mr.Jitendrakumar Patel Mrs. Vinita Maheshwari and Mr. Satish A Mehta.

Two third of the members are Independent Directors and all the members are financiallyliterate. The composition role functions and powers of the Audit Committee are in linewith the requirements of applicable laws and regulations. The Audit Committee shalloversee financial reporting process and disclosures review financial statements internalaudit reports related party transactions financial and risk management policiesauditors qualifications compliance with Accounting Standards etc. and oversee compliancewith Stock Exchanges and legal requirements concerning financial statements and fixationof audit fee as well as payment for other services etc.

Four Audit Committee meetings were held during the year 2016-17 at the RegisteredOffice of the Company on 12/05/2016 13/08/2016 12/11/2016 10/03/2017. The CompanySecretary acts as Secretary to the Audit Committee and no personnel has been denied accessto the Audit Committee.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR)Regulations 2015 and Section 178 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2014 as amended from time to time.The Company Secretary acts as the Secretary to the committee and the Committee Membersare:

Name Category Position No. of meetin gs held No. of meetings attended
Mr. Jitendrakumar Patel** Non Executive Independent Director Chairman 1 -
Mrs. Vinita P Maheshwari Non Executive Independent Director Member 1 1
Mr. Hemendra B Patel Non Executive Independent Director Member 1 -
Mr. Nileshkumar D Patel* Non Executive Independent Director Chairman 1 1

*Ceased to be chairman and member of the Committee w.e.f 20.12.2016

**Inducted as member and chairman of the committee w.e.f 23.02.2017

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration of Directors Key Managerial Personnel and other employees. The said policyis available on the website of the Company (www.sdalloys.com).

One meeting was held during the year 2016-17 at the Registered Office of the Company on13/08/2016.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with therequirements of Section 178 of the Companies Act 2013. Company Secretary is theCompliance Officer who acts as the Secretary to the Committee and the Members of theCommittee are:

Name Category Position
Mrs. Vinita P Maheshwari Non Executive Independent Director Chairman
Mr. Hemang M Panchal Non Executive Independent Director Member
Mr. Satishkumar A Mehta Executive Director Member

The Stakeholders Relationship Committee looks into shareholders' complaints related totransfer of shares non-receipts of balance sheet besides complaints from SEBI StockExchanges Court and various Investor Forums. It oversees the performance of theRegistrars and Transfer Agent and recommends measures for overall improvement in thequality of investor services. The Company is in compliance with the SCORES which hasinitiated by SEBI for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints.

15. Compliance Officer

The Compliance officer of the Company is Ms. Barkha Deshmukh who is also designated asCompany Secretary of the Company.

16. Statement On FormalAnnualEvaluation OfBoard

Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

17. 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 financialstatements relate and the date of the report

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate or report.

18. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concerns status and Company's operations in future.

19. Winding up Notice

During the period under review the Company has been issued winding up notice u/s 433and 434 of the companies Act 1956 by its supplier/lender M/S Sheth Sanwalia MetalsPrivate Limited with claim of Rs.46919040/- (including principal amounting toRs.39550000/- and interest on the same at the rate of 18% per annum amounting toRs.7369040/-) and also filed criminal complaint against two directors of the Company.During the current Financial Year the company supplied goods worth Rs.44359197/- toM/s Sheth Sanwalia Metals Private Limited which the said company has alleged the receiptof goods.

The company has not accepted the contentions of M/S Sheth Sanwalia Metals PrivateLimited and gave legal reply against winding up notice on 01/08/2016. The details relatingto the same has also been noted in the Note No. 38 of "Notes to FinancialStatement".

20. Auditors

1. Statutory A uditors

M/s. Piyush J Shah & Co. Chartered Accountants the Statutory Auditors of theCompany were reappointed at the 09th Annual General Meeting held on 30th September 2016to hold office from the conclusion of Ninth (9th) Annual General Meeting (AGM) till theconclusion of 14th Annual General Meeting to be held in the year 2021 (subject toratification of their appointment at every AGM).

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s. Piyush J Shah & Co. CharteredAccountants as the Statutory Auditors of the Company.

The consent of M/s. Piyush J Shah & Co. Chartered Accountants along with thecertificate under Section 139 of the Act has been obtained to the effect that theirappointment if ratified shall be in accordance with the prescribed conditions and thatthey are eligible to hold the office of the Auditors of the Company.

There are no qualifications reservations or adverse remarks made by M/s. Piyush J Shah& Co. Chartered Accountants the Statutory Auditors of the Company in their report.

2. Cost Auditors

As per the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 framed thereunder and the Cost Audit ordersissued from time to time the Board of Directors in their meeting held on 13.08.2016 hasappointed M/s. Soni & Associates Cost Accountants (FRN 102850) as Cost Auditor of theCompany for the financial year 2016-17. Further the remuneration of the Cost Auditor wasratified by members of the Company in their annual general meeting held on 30.09.2016.

3. SECRETARIAL AUDITOR

M/s. Khandelwal Devesh & Associates Company Secretaries Ahmedabad were appointedas Secretarial Auditor of the Company to conduct secretarial audit pursuant to theprovisions of Section 204 of the Companies Act 2013. The secretarial audit of the Companyhas been conducted on a concurrent basis in respect of the matters as set out in the saidrules and Secretarial Audit Report given by M/s. Khandelwal Devesh & AssociatesCompany Secretaries Secretarial Auditor of the Company forms part of this report and ismarked as Annexure-"B".

There are no qualifications reservations or adverse remarks made by M/s. KhandelwalDevesh & Associates Company Secretaries Secretarial Auditor of the Company in theirreport.

21. Personnel

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in the Report and marked as Annexure-"C". No employee of the Companywas in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

22. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (2) (e) of the Listing Regulations is given asAnnexure-"D" to this report.

23. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to theCompany.

24. Conservation of energy technology absorption and foreign exchange earnings andoutgo

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

e) the expenditure incurred on Research and Development : Nil

C. There was no foreign exchange inflow or Outflow during the year under review.

24. Particulars ofcontracts orarrangements with related parties:

The Company has no material significant transactions with its related parties which mayhave potential conflict with the interest of the Company at large.

25.Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

26. Adequacy ofInternal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year no reportable material weakness was observed.

27. Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

(a) In the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 under review.

(c) The directors 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.

(d) The directors have prepared the annual accounts on a going concern basis.

(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.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

28. Listing

Your directors are pleased to inform you that the Company in the financial year 2016-17brought the Initial Public Offer of its equity shares and got listed its shares on SMEplatform of NSE (NSE EMERGE) on 17th May 2016.

As on the date of this report the shares of the Company are listed on SME platform ofNSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2016-17.

29. Corporate Governance

Your Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to regulation15(2) of the SEBI (LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange.

Therefore the Corporate Governance Report is not applicable on the Company andtherefore not provided by the Board.

30. A ckno wledaement

The Directors place on record their sincere thanks to the Bankers Business associatesconsultants customers and employees for their continued support extended to yourCompanies 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 the Board of Directors
Date: 17/07/2017 Satishkumar A Mehta
Place: Ahmedabad Chairman & Managing Director
(DIN: 01958984)