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Shree Precoated Steels Ltd.

BSE: 533110 Sector: Infrastructure
NSE: SHPRE ISIN Code: INE318K01017
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VOLUME 107
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52-Week low 0.25
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.27
Buy Qty 4993.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.25
CLOSE 0.26
VOLUME 107
52-Week high 2.27
52-Week low 0.25
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.27
Buy Qty 4993.00
Sell Price 0.00
Sell Qty 0.00

Shree Precoated Steels Ltd. (SHPRE) - Director Report

Company director report

Dear Shareholders

The Board of Directors ("Board") of Shree Precoated Steels Limited("SPSL" or "Company") with pleasure present Eighth report on thebusiness and operations of your Company for the financial year 2015-16 along with theAudited Financial Statement for the year ended 31st March 2016.

FINANCIAL HIGHLIGHTS:

The financial performance of your Company for the year ended 31st March2016 is summarised below:

(Rs. In lakhs)
Standalone
Particulars For the year ended March 31
2016 2015
Revenue from Operations (net) 1284.98 2612.31
Other Income - -
Total Revenue 1284.98 2612.31
Less: Employee Benefits Expenses 94.60 62.89
Less: Finance costs 3.99 0.89
Less: Depreciation 3.24 3.58
Profit / (Loss) before Exceptional Items & Tax (593.74) 543.19
Exceptional Item - 650.08
Profit/(Loss) before Taxation (593.74) 543.19
Less: Tax Expense - -
Profit/(Loss) after tax (593.74) 543.19
Less: Minority Interest - -
Profit attributable to the shareholders of the Company - 543.19
Opening balance in Statement of Profit and Loss (13372.96) (14566.23)
Amount available for appropriation - -
Transfer to general Reserve - -
Closing Balance in the Statement of Profit and Loss (13966.70) (13372.96)

Note : Previous year’s figures have re-grouped / re-classified wherever necessary.

FINANCIAL PERSPECTIVE OF THE YEAR GONE BY :

During the year under review the total revenue of the Company was Rs. 1284.98 Lakhs asagainst Rs. 2612.31 lakhs during the previous financial year. The Company recorded a netloss of Rs. 593.74 Lakhs against a net profit of Rs. 543.19 lakhs during the previousfinancial year. Since the Company has incurred a loss No amount is available forappropriation.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2016 was Rs.827980420/- divided into 82798042 Equity shares having face value of `10/- eachfully paid up. During the year under review the Company has not issued any shares withdifferential voting rights nor granted any stock options neither sweat equity.

DIVIDEND:

Your Directors regret their inability to recommend any dividend since the Company hassuffered loss during the current financial year.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate Company.

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There is no loan given investment made guarantee given or security provided by theCompany to any entity covered under Section 186 of Companies Act 2013.

RELATED PARTY TRANSACTIONS:

During the financial year under review all related party transactions entered into bythe Company were on arm’s length basis and in the ordinary course of the business.All Related Party Transactions entered by the Company were duly approved by the AuditCommittee. There are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company and the link for the same iswww.spsl.com/downloads/policies/ RPT_Policy_spsl.pdf.

CORPORATE GOVERNANCE :

Corporate governance is about maximizing shareholder value legally ethically andsustainably. At SPSL the Company is committed to maintain the highest standards ofcorporate governance and adhere to the corporate governance requirements set out by theSecurities and Exchange Board of India (SEBI). A detailed report on corporate governanceis available as a separate section in this Annual Report. Certificate of the StatutoryAuditors regarding compliance with the conditions stipulated as per Listing Agreement andSEBI (LODR) Regulations 2015 is also forms part of this Annual Report.

BOARD OF DIRECTORS :

As on 31st March 2016 the Board comprised of 2 Executive Directors & 4Non-executive Independent Directors. As on 30th June 2016 the Board of yourCompany consists of five (5) Directors out of which 4 directors are Independent Directorand 1 is Executive Director whose appointment is subject to approval of the shareholdersat this meeting. As a good Corporate governance your Company has majority of directors asIndependent Director and In order to maintain balance between the Board structure theBoard of Directors has re designated Mr. Nilesh H. Sarvaiya as Non Executive ProfessionalDirector who shall be liable to retire by rotation subject to approval by the members ofthe Company. Since both the directors who shall be liable to retire by rotation requireconfirmation from the Members of the Company no director of the Company shall be liableto retire by rotation at this Annual General Meeting.

Independent Director’s Declaration

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and underregulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015

Number of Meetings of the Board

The Board of Directors of the Company met five times during the financial year 2015-16the details of which are given in the Corporate governance report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Committees

The Company had the following four Committees of the Board during the year 2015-16:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee; and

4. Corporate Social Responsibility Committee;

The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP’s):

Following changes took place in the directorship and Key Managerial Personnel(hereinafter called ‘KMP’) of the Company.

Appointment of Directors and KMP

Mr. Harsh L. Mehta was appointed as an additional director by the Board of Directors ofthe company with effect from 24th May 2016. Mr. Harsh L. Mehta was alsoappointed as Managing Director and Key Managerial Personnel of the Company with immediateeffect by the Board of Directors at their meeting held on 24th May 2016 for aperiod of Five years liable to retire by rotation on such terms and conditions as setout in the Explanatory Statement to the Notice forming part of this Annual Report.

Further details about the directors are given in the Notice of this Annual GeneralMeeting forming part of this Annual Report.

Ms. Nitika S. Singh was appointed as Assistant Company Secretary Compliance officerand Key Managerial Personnel of the Company with effect from 10th July 2015.Mr. Harish G. Taparia was appointed as Chief Financial Officer and Key ManagerialPersonnel by the Board of Directors of the Company with effect from 23rd July2015.

Resignation or Cessation of Directors and KMP

During the financial year under review Mr. Ishwarlal S. Ajmera (DIN: 00012206) ceasedto be Chairman & Managing Director of the Company w.e.f. August 9 2015 on account ofhis sad demise. Mr. Sanjay C. Ajmera (DIN: 00012496) ceased to be Managing Director andKey Managerial Personnel (KMP) of the Company with effect from closure of business hourson May 23 2016.

Mr. Dhaval R. Ajmera (DIN: 00012504) ceased to be Director on the Board of the Companywith effect from closure of business hours on May 24 2016.

Mr. Keshav Kunder ceased to be Chief Financial officer and Key Managerial Personnel ofthe Company w.e.f. July 23 2015

Mr. Nilesh H. Sarvaiya ceased to be Independent Director of the Company and continuesas Non Executive Professional Director (i.e. Non - Independent Director) w.e.f. June 302016 subject to confirmation of the Members at this Annual General Meeting of the Company.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an annual evaluation of its own performance the directors individually aswell as the evaluation of the working of its Committees. The performance of the board wasevaluated by the Nomination and Remuneration Committee after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetingsetc. In addition the chairman was also evaluated on the key aspects ofhis role.

FAMILIARIZATION PROGRAM :

The details of training and familiarization program are provided in the Corporategovernance report and is also available on our website (http://www.spsl.com/downloads/familiarisation-of-ID-of-SPSL.pdf). Further at the time of the appointment of anindependent director the Company issues a formal letter of appointment outlining his /her role function duties and responsibilities. The format of the letter of appointmentis also available on our website(http://www.spsl.com/downloads/polices/Draft-letter-contaning-terms-and-conditions-of-ID.pdf).

REMUNERATION TO DIRECTORS :

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated pursuant to the requirement of Section 178 of the CompaniesAct 2013 and Regulation 19 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force). The salient aspectscovered in the Nomination and Remuneration Policy have been outlined in the CorporateGovernance Report which forms part of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT - 9 asrequired under Section 92 of the Companies Act 2013 is set out as Annexure"A" and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES :

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2014 in respect ofDirectors / employees of your Company is set out in Annexure "B" to thisreport.

CORPORATE SOCIAL RESPONSIBILITY :

As per Section 135 of the Companies Act 2013 all the Companies having net worth ofRs. 500 crore or more or a turnover of `1000 crores or more or net profit of Rs.5 croresor more during any financial year are required to constitute a CSR Committee of the Boardof Directors comprising three or more Directors atleast one of whom should be independentDirector. All such Companies are required to spend 2% of the average profits of last threepreceding Financial years on CSR activities.

Accordingly the Board had constituted the Corporate Social Responsibility (CSR)Committee under the Chairmanship of the Mr. Sanjay C. Ajmera Managing Director. Theother members of the Committee were Mr. Dhaval R. Ajmera and Mr. Jagdish J. Doshi. TheBoard of Directors at its meeting held on May 24 2016 has reconstituted the CSRcommittee of the Board by adding Mr. Harsh L. Mehta in place of Mr. Sanjay C. Ajmera asChairman of the Committee and Mr. Nilesh H. Sarvaiya in place of Mr. Dhaval R. Ajmera asMember of the Committee. Your Company’s annual report on the CSR activities inaccordance with Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed to this report as Annexure -"C".

AUDITORS a. STATUTORY AUDITORS:

The Audit Committee and the Board have recommended the proposal to ratify theappointment of M/s. V. Parekh & Associates Chartered Accountants (Firm RegistrationNo. 107488W) Statutory Auditors of the Company up to the conclusion of the Ninth AnnualGeneral Meeting and to authorize the Board of Directors or Committee thereof to fix theirremuneration.

The Company has received a certificate from the Auditors to the effect that theratification of appointment if made would be in accordance with limits specified by theCompanies Act 2013 and that they meet the criteria of independence. The proposal oftheir ratification is included in the notice of ensuing Annual General Meeting.

b. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit hasbeen carried out by Mr. Haresh Sanghvi of M/s. H. P. Sanghvi and Co. a firm of CompanySecretaries in Practice and his report is annexed as Annexure "D" andforms an integral part to this Report.

The Secretarial Auditor has qualified in his Report that the Company has not changedit’s name in line with the operational activities during the financial year 2015-16as per the requirement of Regulation 44 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

On this observation your Board comments that since the management is evaluating marketviabilities and is desirous of dealing in steel products in future but awaits suitablemarket conditions and opportunities therefore the name of the Company has not changed.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company’s websitewww.spsl.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.

PREVENTION OF INSIDER TRADING:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015. Pursuant thereto the Company hasformulated and adopted a new Policy for Prevention of Insider Trading amongst thedesignated employees of the Company. The Chief Finance Officer is considered as ChiefInvestor Relation Officer and Assistant Company Secretary is Compliance Officer for thepurpose of Insider Trading Policy of the Company.

The Company has adopted a Insider Trading Policy with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Policy requirespre-clearance for dealing in the Company’s shares and prohibits the purchase or saleof Company shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of thePolicy. All Directors and the designated employees have confirmed compliance with thePolicy of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

The Company is committed to provide healthy environment to all employees of ShreePrecoated Steels Ltd and does not tolerate any discrimination and/or harassment in anyform. The Company has in place a Prevention of Sexual Harassment policy in line withrequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

During the Financial Year 2015-16 there were no complaints received by the Company.

POLICIES :

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite (http://www.spsl.com/policies.php). The policies are reviewed periodically by theBoard and updated based on needs and statutory requirements.

In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows :

Name of Policy Brief description Web link
Vigil Mechanism Policy (Whistle Blower Policy) The Company has adopted a Vigil Mechanism Policy (Whistle Blower Policy) to deal with instances of fraud and mismanagement if any. The Policy protects directors and employees wishing to raise a concern about serious irregularities within the Company and ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be done to any person for a genuinely raised concern. http://www.spsl.com/ downloads/polices/whistle- blower-policy-spsl.pdf
Corporate Social Responsibility Policy (CSR Policy) The policy outlines the Company’s strategy to grow in a social and environmental way while meeting the interests of its stakeholders through various activities and programs relating to hunger poverty education healthcare environment sponsoring or supporting rural development projects etc. http://www.spsl.com/ downloads/polices/csr-policy- SPSL-final-printed.
Related Party Transaction Policy (RPT Policy) This policy is to regulate transactions between the Company and its Related Parties based on the laws and regulations applicable on the Company. http://www.spsl.com/ downloads/polices/RPT_ POLICY-spsl.pdf
Insider Trading Policy This Policy replaces the erstwhile ‘code of conduct for prevention of Insider Trading’ and provides guidelines to directors officers employees and consultants of Shree Precoated Steels Limited (the "Company") with respect to trading in securities of the Company. http://www.spsl.com/ downloads/polices/Insider- Trading-Regulations.pdf
Policy on Preservation of documents The purpose of this Policy on preservation of Records is to ensure that necessary records and documents of the Company are adequately protected and maintained and to ensure that records that are no longer needed by the company or are of no value are discarded at regular interval. http://www.spsl.com/ downloads/polices/ Preservation-of-documents- PolicySPSL.pdf
Archival Policy This policy deals with archival of corporate records of SPSL. http://www.spsl.com/ downloads/polices/archival- policy-SPSL.pdf
Policy for determination of material event/ information This policy provide guidelines with respect to determining the materiality criteria for any event or information and consists of list of material events or information which shall be promptly disclosed to the Stock Exchange. http://www.spsl.com/ downloads/polices/basis-of- materiality-for-disclosure-to-stk- exchanges-spsl.pdf
Terms and Conditions of appointment of Independent Director This formulates the criteria for appointment of Independent Director and consists of roles duties responsibilities and remuneration of Independent Directors. http://www.spsl.com/ downloads/polices/Draft- letter-contaning-terms-and- conditions-of-ID.pdf
Familiarization Programme for Independent Director This policy provide insights into the Company to enable the Independent Directors to understand the Company’s business in depth that would facilitate their active participation in managing the Company and also to update the Directors on a continuing basis on any significant changes therein so as to be in a position to take well-informed and timely decisions http://www.spsl.com/ downloads/familiarisation-of-ID- of-SPSL.pdf
Authorization to KMP to disclose material events The Company has authorised its KMPs to determine and disclose the material events / information to the stock exchange. http://www.spsl.com/ downloads/polices/basis-of- materiality-for-disclosure-to-stk- exchanges-spsl.pdf
Risk Management Policy This policy provides guidance in order to identify evaluate monitor and minimize the identifiable risks applicable to the Company. http://www.spsl.com/ downloads/polices/Risk- Management-policy.pdf
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications positive attributes independence of Directors and other matters and criteria for determining the remuneration of Directors/KMP/other employees of the Company. http://www.spsl.com/ downloads/polices/Nomination- Remuneration-policy.pdf

DEPOSITORY SERVICES :

The Company’s Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares ofthe Company in a dematerialized form in either of the two Depositories. The Company hasbeen allotted ISIN: INE318K01017.

Shareholders are requested to take full benefit of the same and lodge their holdingswith Depository Participants [DPs] with whom they have their Demat Accounts for gettingtheir holdings in electronic form.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the fiscal 2016 an order was passed in the pending case of M/s. Shree PrecoatedSteels Limited V/s. Sideralba SPA the details of which are given below : During the yearunder review the Hon’ble High Court of Judicature at Bombay has passed an orderagainst the Company to pay the cost of 20.70 Lakh Euros equivalent to approx. Rs. 15.65crores to Siderlba S.P.A a company having their office at Napoli Italy. However theCompany has filed Special Leave Petition vide S.L.P. (C.) No. 2016 dated 8thMarch 2016 and Hon’ble Supreme Court of India granted stay order on 11thMay 2016 subject to deposit of Rs. 5 crores.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Your Company’s Director make the following statement in terms of Sub Section 5 ofSection 134 of the Companies act 2013:

(a) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

(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;

(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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

The provisions of Section 134(3)(m) of the Companies Act 2013 relating toconservation of energy and technology absorption are not applicable to the Company.However the Company has been continuously and extensively using technology in itsoperations.

During the year there were no foreign exchanges earnings/ outgo.

RISK MANAGEMENT:

The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to. The Board alsoreviews the risk management assessment and minimization procedures. of

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF COMPANY:

There were no material changes affecting the Company’s financial position post 31stMarch 2016 till the date of signing the Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year ended under review asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015include the following:-

1. Overview

The Management has a rich experience of over four decades in the steel related businessand Real Estate business. Since the Company has diversified into real estate activitiesthe Company is currently trading into Development rights and is exploring opportunities inreal estate development and redevelopment projects the management has developed andestablished an excellent business relationship in the Industry.

The company is focussing on activities related to trading of flats development rightsand investment in real estate if right opportunity exists. In order to utilize theirexpertise and knowledge of the Management the Company is undertaking activity of tradingin flats.

2. Industry Structure and Developments & Opportunities:

(a) The Indian economy has been through challenging times in the last two years facedwith prolonged stagnation coupled with low growth & high price.

However the Government is undertaking structural reforms and measures to improveproductivity increased thrust on development of physical infrastructure coupled withlower interest rates and its "Make in India" initiative by creating a conducivebusiness environment it is expected that this will spur activity in the economy and inthe real estate sector.

The Company will continue to keep its focus in the Real Estate sector.

(b) Our business is trading in TDR and flats / apartments basically into real estate.We earn revenue by this activity. In markets where marketers have been cautious they mayat last switch from optimization mode to expansion mode. There has been a regime change inIndia’s federal government with a firm decisive mandate which is seen as progressiveand development friendly. The new government has provided signals of moving alongdevelopment agenda that will push for reforms that were much needed to revitalize theeconomy. With the legislature and the executive getting back to the business of goodgovernance investment in various businesses and sectors of the economy are expected topick up pace all of which will bode well for the real estate trading.

(c) Introduction of concept of Real Estate Investment Trusts (hereinafter called as"REIT") has received the regulatory backing through SEBI (Real Estate InvestmentTrusts) Regulations 2014 and now FDI in REIT is under automatic route w.e.f. November2015.

This introduction is a boon to our Companyas in case of Budgeted Investments anddiversified Investment and for trading purposethe mode of Trust is far safer most costefficient and time saver in terms of administrative purpose.

REITs are permitted to raise funds through an IPO and thereafter through FPO QIPrights issue OFS and any other mechanism specified by SEBI. Thus REITs provides anoption to the retail investor through a regulated and transparent mechanism toparticipate in the growth of the Indian real estate sector which so far has been theprerogative of the HNI/Institutional investor class. REIT is typically a liquiddividend-paying and asset-backed investment.

REITs can invest in shopping malls office buildings apartments warehouses and hotelsat different locations. Individuals can invest in REITs by purchasing the shares directlyon an open exchange.

It also helps investors to arrive at investment decisions quickly since they don’thave to go through the property-related regulatory formalities which are being carried outby the investment manager. REIT can make investments either directly or through specialpurpose vehicles (SPVs) and are governed by the conditions specified in the REITguidelines.

The last Budget gave relief to sponsors from minimum alternate tax (MAT) in respect ofgains arising on transfer of a capital asset to a business trust in exchange for the unitsof that trust. This allows owners to transfer the asset to the business trust without taxliability. REITs offer several advantages to people who do not have sufficient money toinvest in real estate but desire to own property.

SEBI REITs Regulations prescribe mandatory distribution of at least 90% of the netdistributable cash flows to investors on a half yearly basis and at least 90% of the saleproceeds from sale of assets to unit holders unless reinvested in another property.

Even in the Finance Budget of 2016 any distribution made out of income of SPV to REITswill not be subjected to any DDT .Its is exempted for unitholders and REIT. From taxationperspective toothe investment is lucrative for the investors.

3. Threats/Risk & Concerns

Some of the challenges that hinder real estate progress of the economy are easy accessto finance availability of land or flats for trading and delays in project completionleading to cost and time overruns. However the Government has undertaken some key reformsthat include stronger co-operation between the private and public sectors enforcing of aunified legal framework creation of better dispute resolution mechanisms and removingbottlenecks.

In this time of great economic uncertainty and lack of liquidity many companies areproactively looking for ways to effectively manage risk streamline operations andenhance their business relationships so they can hit the ground running when markets beginto stabilize.

With few transactions taking place in the real estate market valuations are a problemfor existing owners as well as buyers and sellers.

As now the industry faces the biggest challenge of shortage of skilled professionals.As per RICS’ recent report nearly 50 million people will get employment in realestate industry of which only 2 million will be professionally qualified while theremaining are primarily construction workers. To deliver all the potentially required realestate space and planned infrastructure India will need nearly 4.5 million‘core’ real estate environment professionals over the next decade. Howevergiven the microscopic supply of real estate environment professionals today; the currentdemand-supply gap ranges between 82-86%.

The built environment will have the requirement of 5 million skilled candidates everyyear till 2020.

However the industry is gearing to create awareness about bringing more professionalismand transparency in the market there is an urgent need to create a single windowclearance mechanism for projects within the built environment. This would need equalparticipation from all government government agencies industries (developersconstruction and allied firms) and consumers.

4. Future Outlook :

In order to utilize their expertise and knowledge of the Management the Company isundertaking construction contracts trading in flats trading in Development rights and soon. The Company has earned its income during the year from such projects. The Company mayalso enter into venture of redevelopment projects if sound opportunity persists.

The Company’s Management has niche in real estate market since ages which is aboon to the Company and adds strength to the company’s performance. Expansion andentering into the construction contracts are most likely arena of the year. Simulatenoslythe Company is also very optimistic towards exploring steel trading avenues and awaits forthe right market opportunities and revolution in the steel market globally.

5. Internal Control System 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 is defined in the Internal Audit Manual.

To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the Audit Committee of the Board.

The Company has laid down a well defined risk management procedure covering the riskidentification risk exposure potential impact and risk mitigation process. A detailedexercise is being carried out to identify evaluate manage and monitoring of both thebusiness and non –business risk. The board periodically reviews the risks andsuggests steps to be taken to control and mitigate the same through a properly definedframework.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

In line with the new regulatory requirements the company has formally framed a RiskManagement Policy to identify and assess the key risk areas monitor and report complianceand effectiveness of the policy and procedure. Based on the detailed review the followingkey risks have been identified-

• Sales Market Risk Borrowing Risk

• Liquidity risk

• Regulatory risks

• Legal Risk

• IT and System Risk

• Personnel Risk

The combination of policies and processes as outlined above adequately addresses thevarious risks associated with your Company’s businesses.

6. Human Resource Management

As we know an organisation cannot build a good team of working professionals withoutgood Human Resources and accordingly our organization has key functions of the HumanResources Management (HRM) team includes recruiting people training them performanceappraisals motivating employees and much more. Such human resource includes Top LevelManagers Senior & Middle level and Executives.

Employee retention should be on every company’s radar. Your Company truelybelieves in retention of effective employees of the Company. During the financial yearunder review the Company employed one new employee to the Company and was able to retainalmost all employees of the Company.

All employees are treated equally in the provision of training and developmentopportunities and are provided with equal access to training and development opportunitiesrelevant to their needs. Training and development will be provided not only to perform thework effectively but also for the professional development of the employee.

CAUTIONARY STATEMENT :

Statements in the Board’s Report and the Management Discussion & Analysisdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Bombay Stock Exchange Limited CentralDepository Services Limited National Services Depository Limited and other regulatoryauthorities during the year under review. We look forward to their continued support infuture. We wish to thank our investors rating agencies customers and all other businessassociates for their support

Your Directors express their deep sense of appreciation for all the employees whosecommitment co-operation active participation dedication and professionalism has madethe organization’s growth possible. Finally the Directors thank you for yourcontinued trust and support.

By Order of the Board of Directors
For SHREE PRECOATED STEELS LTD.
AMBALAL C. PATEL
Place: Mumbai CHAIRMAN
Date: June 30 2016 (DIN: 00037870)
CIN: L70109MH2007PLC174206
Registered Office:
B-716 7th Floor Crystal Plaza
New Link Road Andheri (W)
Mumbai - 400 053
Tel. No.: +91-22-65526677
Email Id: spsl.investors@gmail.com
Website: www.spsl.com

ANNEXURE "B"

DETAILS OF RATIO OF REMUNERATION TO DIRECTORS

(As per Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2015 and Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 (i) The ratioof the remuneration of each director to the median remuneration of the employees of thecompany for the financial year;

Name of the Director Ratio to the Median
Mr. Ishwarlal Shamalji Ajmera* 1.41
Mr. Dhaval Rajnikant Ajmera 1.89

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name of the Director % Increase
Mr. Ishwarlal Shamalji Ajmera* 207
Mr. Dhaval Rajnikant Ajmera 132
Mr. Sanjay Chhotalal Ajmera NIL
Mr. Harish G. Taparia 6.30
Ms. Nitika S. Singh 17.86

* Mr. Ishwarlal S. Ajmera ceased to be the director on the Board of the Company w.e.f.9th August 2015 on account of his sad demise.

(iii) The percentage increase in the median remuneration of employees in the financialyear: 6.30% average increased

(iv) The number of permanent employees on the rolls of Company as on March 31 2016 was5 as against 5 as on March 31 2015.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration. The average% increase given in 15-16 was 9 % for all employees who went through the compensationreview cycle in the year.

For the leadership team the average increase was 170 % on the fixed salary

The Increase of Directors Remuneration was to bring the Managerial remuneration at parwith Industry norm and to maintain the benchmarking throughout the Industry. TheManagerial remuneration for the previous years were too low and considering the effortsof the senior leaders the increase was advised by the Nomination and RemunerationCommittee.

(vi) The key parameters for any variable component of remuneration availed by thedirectors; There were no variable components given to directors by the Company.

(vii) Affirmation that the remuneration is as per the remuneration policy of thecompany.

Yes the remuneration is as per the remuneration policy of the company.