Your Directors have pleasure in presenting the 22nd Annual Report onbusiness and operations of the Company together with the Audited Financial Statements ofthe Company for the year ended on 31st March 2016.
I. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March 2016 issummarized below:
(Amount in Rupees)
|FINANCIAL RESULTS ||F.Y 2015-2016 ||F.Y 2014-2015 |
|Total Revenue from Operations (Net) (Incl. Changes in Inventories) ||431455274 ||384819222 |
|Total Expenditure(Excluding Depreciation) ||427392816 ||380881519 |
|Gross Profit/(Loss) ||4062458 ||3937703 |
|Less: || || |
|Depreciation ||2085588 ||1930980 |
|Provision for Taxation ||375000 ||382000 |
|Earlier years Tax ||288 ||41189 |
|Deferred Tax liabilities ||400038 ||475345 |
|Extra Ordinary Items(Investments written off) ||- ||- |
|Profit/ (Loss) after Tax (PAT) ||1201543 ||1108189 |
II. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
The overall Revenue of the Company for the Current Financial year 2015-16 has increasedto Rs.431455274/ - as compared to Rs.384819222/- in the Previous Financial year2014-15. The Companys PAT as on 31st March 2016 is recorded at Rupees1201544/-as against 1108189/- in the previous year after a Provision Of Tax of Rupees375000/-.
Your directors are confident and optimistic of achieving upward growth and achievingmuch better results in the coming years.
III. AMOUNT TRANSFERRED TO RESERVE:
During the year under review the Company has not transferred any amount to reserves.
To conserve the resources for the future requirement of the company your directorshave not recommended any dividend for the year.
V. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
VI. CHANGES IN SHARE CAPITAL:
At present the paid up Equity Share Capital of the Company is Rs. 52563000/-(FiveCrore Twenty Five Lakh and Sixty Three Thousand rupees only).
The company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees ordirectors of the company under any scheme. Your Company does not have any ESOP scheme forits employees/Directors.
VII. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 and 76 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposit) Rules 2014 during the period under review. Hencethe requirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable. The question of non compliance of the relevantprovisions of the law relating to acceptance of deposit does not arise.
VIII. CHANGE IN THE NATURE OF THE BUSINESS:
During the year there is no change in the nature of the business of the Company.
IX. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review the Company has entered into any contracts orarrangements with related parties in terms of Section 188(1) of the Companies Act2013.The particulars of Contracts or Arrangements made with related parties required to befurnished under section 134(3)(h) are disclosed in the prescribed form (Form AOC-2) whichis attached to this Report as Annexure- "A".
X. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
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.
XI. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.
XII. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal impacting on thegoing concern status and the Companys operations in future.
XIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
XIV. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
In Pursuant to Section 134(5)(e) of the Companies Act 2013 the Internal FinancialControls with reference to financial statements as designed and implemented by the Companyare adequate. The nature of the Companys business and size and complexity of itsoperations are in place and have been operating satisfactorily. Internal control systemsconsisting of policies and procedures are designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected.
During the period under review no material or serious observation has been receivedfrom the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
XV. PARTICULARS OF EMPLOYEES(Disclosure under Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014):
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report as Annexure "B". However as permittedin terms of Section 136 of the Act this Annual Report is being sent to all the membersand others entitled thereto excluding the said annexure. Members who are interested inobtaining these particulars may write to the Company at the Registered Office of theCompany. The aforesaid annexure is also available for inspection by members at theRegistered Office of the Company any day between the date of the approval of Board Reportand the date of AGM during the Business hours on working days.
XVI. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 isappended here in Annexure- "C" to this Report.
XVII. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS
i) CONSERVATION OF ENERGY:
The steps taken or impact on conservation of energy: As the Company does nothave heavy plant and machineries which could have consume more electricity thereforethe Company has not taken any steps towards conservation of energy.
The steps taken by the Company for utilizing alternate sources of energy: TheCompany has not taken any steps to use alternate sources of energy.
The Capital investment on energy conservation equipments: Nil ii) TECHNOLOGYABSORPTION:
The efforts made towards technology absorption: No
The benefits derived like product improvement cost reduction productdevelopment or import substitution: Nil
In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- Not Applicable
- the details of technology imported
- the year of import;
- whether the technology been fully absorbed;
- if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
The expenditure incurred on Research and development (R & D): NIL iii) FOREIGNEXCHANGE EARNINGS & OUT GO:
Foreign Exchange Earning: NIL
Foreign Exchange Outgo:
- CIF Value of Import: Rs. 28543978/-
- Expenditure in Foreign Currency: NIL
The matters related to Auditors and their Reports are as under:
A. Statutory Auditors
The Auditors of the Company M/s. Bharadia Maheshwari & Associates (FirmRegistration No.:123767W) Chartered Accountants Ahmedabad was appointed as StatutoryAuditors in the 20th Annual General Meeting to hold office till the conclusionof 23rd Annual General Meeting for a period of 3(three) years subject toratification at every Annual General Meeting.
Pursuant to Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 a resolution seeking Members ratification for the appointment ofM/s. Bharadia Maheshwari & Associates Chartered Accountants is included at Item No.3 of the Notice convening the Annual General Meeting.
The requisite certificate pursuant to Section 139(1) of the Companies Act 2013 hasbeen received by the Company from M/s. Bharadia Maheshwari & Associates CharteredAccountants to the effect that they have been reappointed and it has been in accordancewith the provisions of Section 141 of the Companies Act 2013 read with rules madethereunder and that they are not disqualified for such appointment.
There are no qualifications reservations or adverse remarks made by M/s. BharadiaMaheshwari & Associates Chartered Accountants the Statutory Auditors of the Companyin their report. The observations made by the Statutory Auditors in their report for thefinancial period ended 31st March 2016 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
B. Secretarial Auditors
Section 204 read with Section 134(3) of the Companies Act 2013 mandates to obtainSecretarial Audit Report from Practicing Company Secretary. M/s Vishwas Sharma &Associates Practising Company Secretaries had been appointed as Secretarial Auditor ofthe Company for the financial year 2015-16.
Secretarial Audit Report issued by M/s Vishwas Sharma & Associates PractisingCompany Secretaries in Form MR-3 attached and marked as Annexure-"D" for theperiod under review forms part of this report.
The said report contains observation or qualification relating to the non-appointmentof Company Secretary by the Company during the period under review and non-compliance ofregulations of 31(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 i.e. hundred percent of shareholding of promoter(s) and promoter groupshould be in Dematerialized form.
The Board of Directors of your Company would like to explain on the said observationthat your Company took all reasonable steps to do such appointment. The Board of yourCompany continues its efforts to search right candidate for the post of Company Secretaryand will appoint the Company Secretary as soon as possible.
The Board noted the fact about Non-Dematerialisation of some of the PromotersShare holding and accordingly intimated to the concerned Promoter. The Company hasreceived a positive confirmation from the promoters who are holding shares in Physicalform to initiate the process of converting their shares in Demat form.
The Company has not appointed the Cost Auditor as pursuant to Section 148(1) of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 as the cost audit is not applicable to the Company .
XIX. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Composition of Board:
|Name of Director(DIN) ||Designation ||Category |
|Mr. Pratik R. Kabra(DIN: 00006358) ||Chairman & Managing Director ||Executive (Promoter) |
|Mr. Jogesh D.Chokshi(DIN: 00006630) ||Director ||Executive Non-independent |
|Mr. Bhupendra Singh Rajput(DIN: 00853722) ||Director ||Non-executive Independent |
|Mr. Pankhil D. Desai(DIN: 02908540) ||Director ||Non-executive Independent |
|Kanchan G. Kabra(DIN: 03417138) ||Director ||Non-executive Independent Woman Director |
The Board of directors consists of 5 Directors showing the fair combination ofExecutive Non-Executive and Independent Directors. The directors are different in respectof the knowledge and expertise in the field. Some of the directors are professionals fromdifferent field; some are having the vast knowledge and experience ofmarketing/production.
b) Retire by Rotation and subsequent re-appointment:
Mr. Jogesh D. Chokshi Director (DIN: 00006630) is liable to retire by rotation atthe ensuing AGM in accordance with the provisions of Section 152(6) of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 andthe Articles of Association of Company and being eligible have offered himself forreappointment. Appropriate resolutions for the re-appointment are being placed for yourapproval at the ensuing AGM. The Board recommends his re-appointment.
c) Key Managerial Personnel:
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Companies Act 2013 read with the Rulesframed there under:
1. Mr. Pratik R. Kabra - Managing Director
2. Mr. Jogesh D. Chokshi - Chief Financial Officer
In accordance to the provisions of sections 2(19) and 203 of the Companies Act 2013read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)Rule 2014 and other applicable provision (including any modification or enactmentthereof) if any Mr. Jogesh D. Chokshi has been appointed as a Chief Financial Officer(CFO) of the company for a period of 3 years with effect from 30th May2015.
Mr. Pratik R. Kabra (DIN: 00006358) is the existing Managing Director of the Company.The Board of Directors subject to approval of the shareholders proposes his re-appointmentas a Managing Director under Section 196 197 and 203 read with Schedule V and all otherapplicable provisions of the Companies Act 2013 for a further period of five (5) yearswith effect from 28th May 2016.
The brief resume of the Directors and other related information has been detailed inthe Notice convening the 22nd AGM of your Company.
d) Declaration By Independent Director:
Mr. Bhupendra Singh Rajput (DIN: 00853722) Mr. Pankhil Desai (DIN: 02908540) and Mrs.Kanchan G. Kabra (DIN: 03417138) are the existing Independent Directors the Company.
Your Company has received a statement of declarations from all the IndependentDirectors that they meet the criteria of independence as laid down under the section149(6) of the Companies Act 2013 with the Schedules and Rules issued thereunder and alsoin accordance to Regulation 16(1)(b) of Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015.
e) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 as provided under ScheduleIV(Code of independent director) of the Act and the Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 made there under theIndependent Directors held their meeting to evaluate the performance of the NonIndependent Directors and the Board as a whole. Each Board members contributiontheir participation was evaluated and the domain knowledge they brought. They alsoevaluated the manner in which the information flows between the Board and the Managementand the manner in which various documents are prepared and furnished by the Board.
Subsequently the Board adopted a formal mechanism for evaluating its performance and aswell as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Board functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgment governanceissues etc.
XX. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013(including any statutorymodification(s) or re-enactment(s) for the time being in force) the Board of Directors ofyour company states its responsibility Statement:
i. In the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards and Schedule III of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce) have been followed along with proper explanation relating to material departures;
ii. 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 as at31st march 2016 and of the profit or loss of the Company for the year ended 31st March2016.
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013(including anystatutory modification(s) or re-enactment(s) for the time being in force) for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
XXI. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND DATES:
The Company had conduct 4 (Four) Board meetings during the financial year 2015-16 underreview on: 30th May 2015 14th August 2015 6th November2015 and 11th February 2016
The details of attendance of Directors at the Board Meetings and at the last AnnualGeneral Meeting are as under:
|Name of Director(s) ||Number of Board Meetings held and attended during the year ||Attended LastAGM |
| ||Held during the tenure ||Attended || |
|Mr. Pratik R. Kabra ||4 ||4 ||Yes |
|Mr. Jogesh D.Chokshi ||4 ||4 ||Yes |
|Mr. Bhupendra Singh Rajput ||4 ||4 ||Yes |
|Mr. Pankhil D. Desai ||4 ||4 ||Yes |
|Ms. Kanchan G. Kabra ||4 ||4 ||Yes |
XXII. COMMITTEES OF THE BOARD:
The Board Committees are set up under the formal approval of the Board to carry outclearly defined roles under which are considered to be performed by members of the Board.The Board supervises the execution of its responsibilities by the Committees and isresponsible for their action.
A) AUDIT COMMITTEE:
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and other relevant matters asunder:
Composition of the Commitee:
|Name of Directors ||Category ||Designation ||Number of Meeting Held ||Number of Meeting Attended |
|Mr. Bhupendra Singh Rajput ||Non-executive & Independent ||Chairman ||4 ||4 |
|Mr. Pratik Kabra ||Executive(Promoter) ||Member ||4 ||4 |
|Mr. Pankhil D. Desai ||Non-executive & Independent ||Member ||4 ||4 |
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the Year 4(Four) meetings of the Committee were held on 30th May2015 14th August 2015 6th November 2015 and 11thFebruary 2016.The necessary quorum was present at the Meetings.
Vigil Mechanism/Whistle Blower Policy:
Your Company is committed to highest standards of ethical moral and legal businessconduct of business operations. Accordingly the Board of Directors of the Company haspursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 framed the Whistle BlowerPolicy for Directors and employees of the Company to provide a mechanism which ensuresadequate safeguards to employees and Directors from any victimization on raising ofconcerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. No person has been denied access to the chairman ofthe Audit Committee.
During the financial year 2015-16 all the directors and employees had full access toapproach the Vigil Mechanism Officer. No complaint was received during the year 2015-16 ofany sort from any directors and employee of your company. Whistle Blower Policy isdisclosed on the website of the Company www.shreemetalloys.com.
B) NOMINATION AND REMUNERATION COMMITTEE:
Composition of the Commitee:
|Name of Directors ||Category ||Designation ||Number of Meeting Held ||Number of Meeting Attended |
|Mr. Bhupendra Singh Rajput ||Non-executive & Independent ||Chairman ||1 ||1 |
|Mr. Jogesh D. Chokshi ||Executive & Non Independent ||Member ||1 ||1 |
|Mr. Pankhil D. Desai ||Non-executive & Independent ||Member ||1 ||1 |
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 for Directors Key
Managerial Personnel and other employees. The said policy is furnished in Annexure-"E" and is attached to this report.
During the Year 1 (one) meeting of the committee was held on 30th May2016. The meeting was conducted for Appointment of Mr. Jogesh D. Chokshi (DIN: 00006630)as the Chief Financial Officer of the Company and deciding his Remuneration. The Committeeduly recommended terms and conditions for the Appointment.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the period under review pursuant to Section 178(5) of the Companies Act 2013Regulation 20 of the Listing (Obligations and Disclosure Requirements) Regulations 2015with Stock Exchanges. The Board of Directors of the Company constituted theStakeholders Relationship Committee.
Composition of the Committee:
|Name of Directors ||Category ||Designation |
|Mr. Bhupendra Singh Rajput ||Non-executive & Independent ||Chairman |
|Mr. Pankhil D. Desai ||Non-executive & Independent ||Member |
|Mrs. Kanchan G. Kabra ||Non-executive & Independent ||Member |
Details of Investors grievances/ Complaints
No. of investors complaints received by the RTA/ Company during the year: Nil
No. of complaints pending as at the end of the current financial year 31st March 2016:One (1)
The Compliance officer of the Company is Mr. Nimish Bavishi.
XXIII. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report.
XXIV. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on the company. Therefore the company has nor constitutedand developed CSR committee neither taken any steps towards Corporate SocialResponsibility.
XXV. STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy or any statement concerningdevelopment and implementation of risk management policy of the company as the elements ofrisk threatening the Companys existence are very minimal.
XXVI. CORPOTRATE GOVERNANCE:
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
Further Company has obtained a Certificate from a Practicing Company Secretariescertifying the same.
GENERAL SHAREHOLDERS INFORMATION:
Annual general meeting:
|Day and Date ||Time ||Venue |
|Tuesday 27th September2016 ||12.30 p.m. ||A/2 North View Apartment St. Xaviers College Road Navrangpura Ahmedabad -380009 |
Financial Calendar for 2016-2017(tentative schedule subject to change)
The Company expects to announce the unaudited/audited quarterly results for the year2016-17 as per the following schedule:
|Period ||Approval of Quarterly results |
|Quarter ending 30th June 2016 ||By 2nd Week of August 2016 |
|Quarter and half year ending 30th September 2016 ||By 2nd Week of November 2016 |
|Quarter ending 31st December 2016 ||By 2nd Week of February 2017 |
|The year ending 31st March 2017 ||By end of May 2017 |
The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The companyhas paid its Annual Listing fees to the Stock Exchange for the year 2016-17; further theCompany is regular in compliances of various clauses and regulations of the ListingAgreement and/or LODR.
Your Directors wish to acknowledge and place on record their appreciation for thesupport extended by Bankers and Office bearers of Government Department and FinancialInstitutions. Your Directors thank all esteemed customers suppliers and businessassociates for their faith trust and confidence reposed in the Company. Your Directorsalso acknowledge the continued invaluable support extended by you our shareholders and theconfidence that you have placed in the company.
|Regd. Office: ||By Order of the Board |
|A/2 North View Apartment ||For Shree Metalloys Limited |
|St. Xaviers College Road || |
|Navrangpura ||Sd/- |
|Ahmedabad -380009 ||Pratik R. Kabra |
|Date: 24th August2016 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN: (00006358) |