Shree Precoated Steels Ltd.
|BSE: 533110||Sector: Infrastructure|
|NSE: SHPRE||ISIN Code: INE318K01017|
|BSE 00:00 | 22 Mar||Shree Precoated Steels Ltd|
|NSE 05:30 | 01 Jan||Shree Precoated Steels Ltd|
Shree Precoated Steels Ltd. (SHPRE) - Director Report
Company director report
DIRECTORS' REPORT AND MANAGEMENT DISCUSSION ANALYSIS
The Directors of your company are presenting their 9th Annual Reporttogether with the Audited Statement of Accounts of Shree Precoated Steels Limited for theyear ended 31st March 2017.
(Rs. in lakhs)
OPERATIONAL REVIEW :
Your Company posted Net Revenues (from operations) of ' 290.05 Lakhs and Net Loss of '576.76 Lakhs for F.Y 2016-17. The Net Revenues and Net Loss for F.Y 201516 was ' 1284.98Lakhs and ' 593.74 Lakhs respectively. Since the Company has incurred a loss no amount isavailable for appropriation.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as on 31st March 2017 was '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.
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.
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. AllRelated Party Transactions were placed before the Audit Committee for approval. There areno materially significant related party transactions made by the company with PromotersKey Managerial Personnel or other designated persons which may have potential conflictwith interest of the company at large.
All Related Party Transaction are placed before the audit committee & given in theNotes annexed to & forming part of this Financial Statement. The approved policy onRelated Party Transaction is also available on the website of the Company.
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 SEBI (LODR)Regulations 2015 is also forms part of this Annual Report.
BOARD OF DIRECTORS:
As on 31st March 2017 the Board comprised of 1 (one) Executive Director 3(three) Non-Executive Director Independent Directors and 1 (one) Non-Executive Director
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 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Number of Meetings of the Board
The Board of Directors of the Company met six times during the financial year 2016-17.The details of various Board Meetings are provided in the Corporate Governance Report. Thegap intervening between two meetings of the board is as prescribed in the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
There are currently four Committees of the Board as under:
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.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
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 (DIN No. 01738989) has been appointed as Managing Director at 8thAnnual General Meeting of the Company for a period of 5 (Five) year w.e.f 24thMay 2016 upto 23rd May 2021.
Mr. Akshay R. Sharma appointed as Asst. Company Secretary and Key Managerial Personnelby the Board of Directors of the Company with effect from 24th March 2017.
Change in Designation
Mr. Nilesh H. Sarvaiya (DIN:00799636) change in designation from Independent Directorto Non-Exectuive Director with effect from 30th June 2016 duly approved bythe Shareholders at their meeting held on 26th August 2016.
Retirement by Rotation
In accordance with the provision of section 152 of the Companies Act 2013 &Article of Association of the company Mr. Nilesh H. Sarvaiya (DIN No. 00799636)NonExecutive Director of the company retire by rotation at the ensuing Annual GeneralMeeting and being has eligible offered himself for re-appointment.
Resignation of Directors and KMP
Mr. Sanjay C. Ajmera (DIN: 00012696) Managing Director and Key Managerial Personnel ofthe Company resigned on 23rd May 2016.
Mr. Dhaval R. Ajmera (DIN: 00012504) Director on the Board of the Company resigned on24th May 2016.
Ms. Nitika S. Singh Asst. Company Secretary and Key Managerial Personnel of the companyresigned on 23rd March 2017.
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 (
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 SEBI (LODR) 2015 (including any statutory modification(s)or re-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy have been outlined in the Corporate Governance Reportwhich 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 included in this Report asAnnexure "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 this report.
CORPORATE SOCIAL RESPONSIBILITY :
In accordance with section 135 of the Act and Rules framed thereunder the company hasconstituted a Corporate Social Responsibility (CSR) committee of directors. The details ofcomposition of CSR committee are given in the Corporate Governance Report. The details ofCSR of the company have been provided as Annexure - "C" " to this Report asrequired under the companies (Corporate Social Responsibility policy) Rules 2014.
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 tenth 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.
The observation made in the Auditors Report & self Explanatory Statement andtherefore do not call for any further comments reservation or adverse remarks ordisclaimer made in the Auditors Report which requires any clarification or explanation.
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 Ms. Shreya Shah Practising Company Secretary and her report isannexed as Annexure D and forms an integral part to this Report.
The Secretarial Audit report does not contain any Qualification reservation or adverseremarks.
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 as 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 2016-17 there were no complaints received by the Company
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 of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE318K01017. Shareholders therefore are requested to take full benefitof the same and lodge their holdings with Depository Participants (DPs) with whom theyhave their Demat Accounts for getting their holdings in electronic form.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review the Hon'ble High Court Mumbai has disposed off thewinding up Company Petition no.7 of 2017 filed by Sideralba SPA (Petitioner) against theCompany on filing the Consent terms mutually agreed by the Company and Petitioner on 20thApril2017 for USD 680000/- equivalent to INR. 461.04 Lakhs.
The Company Petition is disposed off in terms of consent terms w.e.f 20thApril2017.
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 website
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. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
Your company has in place a vigil mechanism for Director & employees to reportinstances & concerns about unethical behavior actual or suspected Fraud or violationof your company code of conduct. Adequate safeguards are provided against victimization tothose who avail the mechanism & direct access to the chairman of audit committee inexceptional cases is provide to them.
The Vigil mechanism is accessible on your company's website viz.
There was no fraud reported by the auditors of the company under section 143(12) of thecompanies act 2013 to the audit committee or the Board of Director during the year underreview.
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under the provision of Section 134 of the Companies act 2013 yourDirector's State that:
(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 provisions ofall 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.
Foreign Exchanges used for settlement of winding up petition no. 7 of 2017 filed bySIDERALBA (SPA) for USD 6 80000.
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.
We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock Exchange other regulatory authorities for theirvaluable guidance and support and wish to express our sincere appreciation for theircontinued co-operation and assistance. 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 your continuedtrust and support.
By order of the Board of Directors
For SHREE PRECOATED STEELS LIMITED