Shree Steel Wire Ropes Limited
Your Directors have pleasure in submitting their Twenty Fifth Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previous yearfigures are given hereunder:
| ||For the Year Ended 31 March 2017 (Rs.) ||For the Year Ended 31 March 2016 (Rs.) |
|I. Income || || |
|Net Revenue from operations ||96298308 ||114941408 |
|Other income ||3877114 ||3672674 |
|Total ||100175422 ||118614082 |
|II. Expenditure || || |
|Cost of materials consumed ||59482113 ||72700952 |
|Changes in inventories of finished goods and work-in- progress ||1318885 ||(2712098) |
|Employees benefits expense ||11980931 ||11858838 |
|Finance costs ||50106 ||68323 |
|Other expenses ||17612341 ||19485710 |
|Total ||90444376 ||101401725 |
|III. Profit before Depreciation || || |
|Prior period expense & tax (I-II) ||9731046 ||17212357 |
|IV. Prior period expenses ||(26610) ||(853573) |
|V. Profit before Depreciation & Tax (III-IV) ||9704436 ||16358784 |
|VI. Depreciation ||1109296 ||1109926 |
|VII. Profit before Tax (V-VI) ||8595140 ||15248858 |
|VIII. Tax Expenses || || |
|Current Tax ||3300000 ||5300000 |
|Prior Period Taxes ||(15661) ||(15679) |
|Deferred tax ||(22800) ||28000 |
|Surplus carried to balance sheet ||5333601 ||9936537 |
The Board of Directors has not recommended Dividend for the financial year 2016-2017.
3. Company's Business Performance Sales Income
Sales Income (Gross) for the year ended 31st March 2017 amounted to Rs. 107106669/-as against Rs.127942712/- for the previous year.
4. Business Overview
The Company is engaged in manufacturing of Wire Rope Wire Rope Allied Products andRailway OHE products. The management review is presented separately in the annual report.
5. Material changes and commitment if any affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate and the date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
6. Conservation of energy technology absorption foreign exchange earnings andoutgo
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 AnnexureC and is attached to this report.
7. Policy developed by the Company on its Corporate Social Responsibility (CSR)
Your Company has constituted a Corporate Social Responsibility Committee though theCompany does not fall within the criteria to contribute towards the CSR policy.
Your Company had not accepted the deposits from the public as per Section 74 ofCompanies Act 2013 pursuant to Rule 20 of the Companies (Acceptance of Deposits) Rules2014. Company has complied with the necessary filings to be done with the Registrar ofCompanies and Company has repaid all the amounts on 26thJune 2017.
9. Loans Guarantees or Investments made under section 186 of the Companies Act2013
The details of the Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013 by the Company to other Body Corporate or persons are given in notesto the financial statements.
10. Related Party Contracts & Arrangements
All related party transactions done by the Company during the financial year were arm'slength and in ordinary course of business. All related party transactions were placed inthe meetings of Audit Committee and the Board of Directors for their necessary review andapproval. During the financial year the Company has not entered into any materialtransaction (as per Clause 49 of the Listing Agreement) with any of its related partieswhich may have potential conflict with the interest of the Company at large. Disclosurespursuant to Accounting Standards on related party transactions have been made in the notesto the Financial Statements.
11. Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
12. Corporate Governance
As per the revised Clause 49 of the Listing Agreement it is not mandatory for theCompany to attach a separate Corporate Governance report as Annexure to the Boards'Report.
13. Corporate Social Responsibility
As per section 135 of the Companies Act 2013 corporate social responsibility is notapplicable to company.
14. Particulars of Employees
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.Further the Company has no person in its employment drawing salaryof Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions ofSection 197 of the Companies Act 2013 read with Rule 5(2) and 3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014.
15. Extract of Annual Return
The extract of Annual Return (MGT 9) pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure A and is attached to this Report.
16. Number of Board Meetings conducted during the year under review
Your Company had five (5) Board Meetings during the financial year under review. TheBoard Meetings were held in compliance with the Companies Act 2013.
17. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-
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 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 were operating effectively.
18. Disclosure under section 164(2) of the Companies Act 2013
The Company has received the disclosure in Form DIR 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
19. Declaration of Independent Directors
The Independent Directors submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules as per the Listing Agreement.
20. Evaluation of the Board's Performance
In compliance with the requirements of Section 134(3) (p) of the Companies Act 2013and Clause 49 of the Listing Agreement the performance of the Board was carried outduring the year under review. The Board was evaluated for its performance based on thefollowing factors:
i. Attendance of Board Meetings and Committees;
ii. Contribution made to the Board discussions and future planning;
iii. Level of commitment to the stakeholders' interest;
iv. Initiatives towards the growth of the business and profitability;
v. Providing outlook view points and feedback taking the Company ahead beyondexpectations.
21. Company's policy relating to Directors appointment payment of remuneration anddischarge of their duties
The Board has framed a Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178 (3) of the CompaniesAct 2013 based on the recommendation of Nomination and Remuneration Committee.
22. Directors and Key Managerial Personnel information
i) Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Manoj Jeswani DIN(00014509) retires by rotation and is eligible for re-appointment. Accordingly re-appointment has been included in the Notice convening the Annual General Meeting of theCompany.
23. Secretarial Audit
In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has got the Secretarial Audit conducted from the Practicing CompanySecretary.
A Secretarial Audit Report issued by Ms. I. Javeri Company Secretaries in Form MR -3 in respect of the secretarial audit of the Company for the financial year ended 31stMarch 2017 is furnished and attached to this Report.
Company's Auditors M/s. N. D. Mehta & Associates Chartered Accountants(Registration No. 106266W)were appointed as Statutory Auditors for a period of three yearsfrom the conclusion of 22nd Annual General Meeting held on 24th September 2014 until theconclusion of 25th Annual General Meeting of the Company.
However their continuance of office is subject to ratification by the members in theensuing Annual General Meeting.
The Company has received a certificate from the Auditors as required under Section 141of the Companies Act 2013.
25. Cost Auditors
The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendments Rules 2014 as the turnover of the Company for the Financial Year2016-17 was below 35 Crores.
26. Auditors Report
The notes to accounts referred to in the Auditor's Report are self-explanatory andtherefore do not call for any further comments.
27. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports
As per the Auditors qualification we hereby clarify that we have given Loans andadvances only to gain high interest rate and it has been given to the known party furtherwe are not changing the nature of business we have given a new product pro-to type torailway if they approve the same we will manufacture the product.
28. Nomination & Remuneration Policy
The Board of Directors of the Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration.
29. Disclosure of Composition of Audit Committee and providing Vigil Mechanism
Your Company has constituted an Audit Committee as required under Section 177 of theCompanies Act 2013 and has also established Vigil Mechanism for their employees andDirectors to report their genuine concerns or grievances. The Board has accepted all therecommendations of the Audit Committee during the year under review as and when brought totheir notice.
Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Companyconfirms that it has paid annual listing fees due to these stock exchanges for the year2016-2017 and has been diligent in observing all the compliances as stipulated in theListing Agreement.
31. Depository System
Your Company has entered into agreement with the National Securities Depository Limitedas well as the Central Depository Services (India) Limited (CDSL) to enable shareholdersto hold shares in a dematerialized form. The Company also offers simultaneousdematerialization of the physical shares lodged for transfer.
32. Internal Control System
Your Company continuously invests in strengthening its internal control processes andhas appointed M/s Ramniklal Jayantilal Gandhi Chartered Accountants as the InternalAuditors of the Company. The Company has put in place as adequate system of internalcontrol commensurate with its size and nature of business. The systems provide areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. Audit Committee periodically reviews the performanceof internal audit system.
The Audit Committee reviews adherence to internal control systems and internal auditreports.
Further the Board annually reviews the effectiveness of the Company's internal controlsystem.
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees
Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees at all levels. Your Directors also wish to place onrecord their gratitude to the shareholders for their continued support and confidence.
| ||For and on Behalf of the Board |
| ||Sd/- |
|Place: Mumbai ||Mr. MANOJ B. JESWANI |
|Date: 30 May' 2017 ||Chairman & Managing Director |
Annexure C to the DIRECTORS' REPORT
Statement pursuant to Section 134 (1) (m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014
A. CONSERVATION OF ENERGY
The Company continues to take adequate measures for conservation and saving of energy.
I. POWER AND FUEL CONSUMPTION
|PARTICULARS ||2016-2017 ||2015-2016 |
|1. Electricity Purchased: || || |
|Units (Lac KWH) ||1.73 ||1.68 |
|Total Amount (Rs. In Lac) ||14.55 ||13.45 |
|Average Rate/KWH (Rupees) ||8.40 ||8.02 |
II. CONSUMPTION PER UNIT OF PRODUCTION
|PARTICULARS ||2016-2017 ||2015-2016 |
|1. Electricity (KWH) ||0.50 ||0.35 |
B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION .
RESEARCH AND DEVELOPMENT
There is no formal Research and Development. However the Company has developed manyimport substitute items for Indian Defence & Indian Air Force.
TECHNOLOGY AND ABSORPTION
There is no formal Research and Development. However the Company has developed manyimport substitute items for Indian Defense and Air force.
C. FOREIGN TECHNOLOGY AND OUTGO
|PARTICULARS ||2016-2017 ||2015-2016 |
|Total Foreign Exchange Earned || || |
|Total Foreign Exchange Outgo || || |
The Company is trying to take initiatives for Export
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Mr. MANOJ B. JESWANI |
| ||Managing Director |
|Place: Mumbai || |
|Date: 31 May' 2017 || |