Your Directors take pleasure in presenting the 25th Annual Report of the Companytogether with the audited financial statements for the Financial Year ended 31st March2017.
|fInanCIaL reSULtS: ||rs. in Lakhs || |
|Particulars ||2016-17 ||2015-16 |
|Gross revenue from operations ||120340.14 ||117767.07 |
|Net revenue from operations ||117786.66 ||114561.26 |
|Other income ||3046.91 ||1993.17 |
|Total revenue ||123387.05 ||119760.24 |
|Earning Before Interest Depreciation Taxation & Amortisation (EBITDA) ||26739.99 ||28667.12 |
|Finance costs ||3929.16 ||4249.61 |
|Depreciation ||3688.50 ||3466.77 |
|Profit/(Loss) Before Taxation ||19122.33 ||20950.74 |
|Less: Tax including deferred tax ||5099.12 ||5418.69 |
|Profit/(Loss) After Taxation ||14023.21 ||15532.06 |
|Profit brought forward from previous year ||10950.38 ||2797.09 |
|Prior period adjustment Taxation || || |
|Amount available for appropriation ||24973.59 ||18343.28 |
|Appropriations are made as under : || || |
|-General reserve ||5000.00 ||5000.00 |
|-Proposed dividend including tax thereon ||2874.33 ||2392.90 |
|Balance carried forward to next year ||17099.26 ||10950.38 |
Your Directors have recommended a dividend of Rs.6/- (60%) per equity share of Rs.10/-each for the financial year ended 31st March 2017 (previous year Rs.5/- per share)amounting to Rs.2874.33 lakhs (including Rs.488.49 lakhs towards dividend tax). Thedividend payout is subject to approval of members at the ensuing Annual General Meeting.
reVIeW of operatIonS:
Your Directors are pleased to inform that the financial year 2016-17 has been betteryear than previous years in terms of completion of cost reduction and productionenhancement facilities in Mini Blast Furnace (MBF) and Ductile Iron Pipe Plant (DIP). Theinstalled capacity of the Ductile Iron Pipe Plant has been enhanced from 225000 TPA to300000 TPA.
Your Directors have great pleasure in informing you that your Company has beenresponsible and instrumental in contributing towards water supply and infrastructuredevelopment in the country which is the foremost priority of the Government. During theFY 2016-17 your company's Ductile Iron Pipes of about 5500 KM have been usedacross the country for transportation of potable water and sewerage under its brand name "SrIpIpeS".The Company has almost completed execution of orders worth about Rs.1050 Crores of theprestigious Telangana Water Supply Project which was bagged by the Company in December2015.
|production at a glance: || || || |
|product ||2016-17 ||2015-16 ||% of Change |
|Ductile Iron Pipes (MT) ||228152 ||225465 ||1.2 |
|Liquid metal from MBF (MT) ||238806 ||259120 ||-8.5* |
|LAM Coke (MT) ||165410 ||155504 ||6.0 |
|Cement (MT) ||96800 ||87359 ||9.8 |
* Planned shutdown of MBF for more than one month
During the year under review your Company has taken a planned shutdown of Mini BlastFurnace (MBF) for a period of more than 30 days in August September 2016 to carryout complete relining along with installation of Stave Cooling System and Bell Less Toparrangement in the MBF. During this period the Company has installed additionalmanufacturing facilities in Ductile Iron Pipe Plant (DIP) to augment the production andthe DI Pipe Plant was operated through Induction Furnace. Post shutdown the production ofMBF and DIP got stabilized during 3rd quarter of the current financial year and in spiteof loss of production on account of shutdown the Company was able to achieve marginallyhigher production compared to the FY 2015-16.
Your Company delivered steady performance in a rather challenging year which has seenmultifold increase in the prices of coking coal during the 4th quarter of the FY 2016-17and partial rise in the prices of iron ore culminated together resulted in higher cost ofproduction whereby leading to slight dip in the pre-tax profit of your Company atRs.191.22 Crores compared to Rs.209.51 Crores registered in the FY 2015-16.
Debt equity ratio 2013 2017:
The sustained internal cash accruals improved the funds position of the Companyresulting in lower utilization of working capital facilities leading to reduced financecost. The company is well positioned to fund its CAPEX for diversification and expansionprograms.
Your company continues to maintain a healthy debt equity ratio of 0.19:1.
During the year under review your Company has successfully completed capitalexpenditure programme which was initiated in the FY 2015-16 entailing an investment ofRs.100 Crores towards installation of Pulverized Coal Injection (PCI) and Bell Less Topequipment facilities in MBF capacity expansion of DI Pipe Plant which includesinstallation of new spinning machine and additional finishing line. These facilities arecommissioned during 3rd / 4th quarter of the FY 2016-17 and the Company will be reapingthe full benefits from the facilities in terms of increased production of liquid metal andDI Pipes coupled with reduction in coke consumption from the Financial Year 2017-18onwards.
Further to be self-sufficient in meeting the coke and power requirements the Companyhas taken up the project of installation of additional Coke Oven battery along withadditional boiler in the Captive Power Plant at an investment of Rs.65 crores which isexpected to be in place in this financial year. This investment will yield perennialbenefit to the Company in terms of uninterrupted availability of Coke and power. Thisapart post commissioning of dedicated Captive Oxygen Plant the cost of production willcome down further.
During the year under review there is a steep increase in the prices of MetallurgicalCoal due to global demand and supply mismatch and other external factors. However atpresent the prices started declining which will reduce the pressure on cost ofproduction.
As regards setting up of Ferro Alloys Unit as the Govt. of Andhra Pradesh has notextended power subsidy of Rs.1.50 per unit the Company has deferred setting up of FerroAlloys unit as it is not viable to take up the Project in the absence of power subsidy.However the Company is seriously pursuing with the Andhra Pradesh Government toreconsider extension of power subsidy to enable the Company to take up the Project.
Further upcoming ambitious water supply projects Amaravathi Capital DevelopmentProjects and infrastructure projects in 100 Smart Cities and 500 other Cities under AMRUT(Atal Mission for Rejuvenation and Urban Transformation) of Central Government and use ofDuctile Iron Pipe in the non conventional sector like irrigation schemes etc. will ensureregular business and the company is hopeful of maintaining its growth.
CARE Limited maintained its rating for the Company's borrowing programmes with therating as "CARE A+
(Single A Plus)" for long term bank facilities and A1+ (A One Plus)"for theshort term facilities. These ratings indicate adequate degree of safety regarding timelyservicing of financial obligations carrying very low credit risk and very strong degree ofsafety regarding timely payment of financial obligations and carries lowest credit risk.Further Infomerics Valuation and Rating Pvt. Ltd. has rated "IVR AA/Stable Outlook (Pronounced IVR Double A with Stable Outlook)" for the long term borrowing programmesof the Company upto Rs.200 Crores.
DIreCtorS/KeY manaGerIaL perSonneL:
Andhra Pradesh Industrial Development Corporation (APIDC) Hyderabad has withdrawn itsnominee Shri Shamsher Singh Rawat IAS with effect from 4th June 2016 and nominated ShriB. Sreedhar IAS on the Board of Directors of your Company with effect from 29th August2016 and on his resignation appointed Mr. Kartikeya Misra IAS with effect from 1stDecember 2016.
During the year under review Mr. A. R. Surana Chief Financial Officer has resignedwith effect from 19th September 2016 and in his place Mr. N. Sivalai Senthilnathan hasbeen appointed as Chief Financial Officer of the Company with effect from 1st December2016.
Your Directors place on record their appreciation for the active participation andvaluable services rendered to the Company by Shri Shamsher Singh Rawat IAS and ShriB.Sreedhar IAS and Shri A. R. Surana in their respective capacities.
On expiry of the present term of Shri Mayank Kejriwal Managing Director of theCompany upon the recommendation of Nomination and Remuneration Committee the Board hasapproved his re-appointment for a period of five years commencing from 1st May 2017subject to approval of shareholders in the ensuing Annual General Meeting of the Company.
Shri G.S. Rathi retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.
The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Listing Regulations2015.
The board of directors of your company confirms that plans are in place for orderlysuccession for appointment to the board of directors and senior management and they arereviewed every year.
Your Company strongly believes that Corporate Governance is creation and enhancinglong-term sustainable value for the stakeholders through ethically driven businessprocess. In your Company Corporate governance is a value-based framework to manage theaffairs of the Company in a fair and transparent manner. We consider it as our coreresponsibility to disclose timely and accurate information regarding our financials andperformance.
Your Company complies with the Securities and Exchange Board of India (SEBI)'sguidelines on corporate governance. The Corporate governance report for the financial year2016-17 and the auditors' Certificate on Corporate Governance as stipulated underregulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are annexed vide Annexure I and forms part of this report.
InternaL fInanCIaL ControLS & aDeQUeCY:
The Company has proper and adequate internal control systems in place to safeguardassets and protect against loss from any unauthorised use or disposition. The systemauthorises records and reports transactions and ensures recorded data are reliable toprepare financial information and to maintain accountability of assets. The Company'sinternal controls are supplemented by an extensive programme of internal audits review bymanagement and documented policies guidelines and procedures.
The Company has developed a robust Internal Financial Controls framework by revisitingand refining process notes flowcharts and control matrices across finance and otheroperating functions. The internal financial controls were also reviewed by an independentauditor and found to be adequate and operating effectively for ensuring accuracy andcompleteness of the accounting records. No reportable material weaknesses were observed.
The Audit committee of the Board of Directors Statutory Auditors and the Businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Internal Audit plays a key role in providing assurance on internal financialcontrols to the Board of Directors. Significant internal audit observations and theresponses of the management are presented to the Audit committee of the Board for itssuggestions followed by corrective actions.
The Audit committee of the Board of Directors actively reviews the adequacy andeffectiveness of internal control systems and suggests improvements wherever needed tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.
manaGement DISCUSSIon anD anaLYSIS:
Discussion on state of Company's affairs has been covered as part of the ManagementDiscussion and Analysis (MDA). MDA for the year under review as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section vide Annexure II to this Report.
rISK manaGement poLICY :
The Company's robust risk management framework identifies and evaluates business risksand opportunities. The Company recognises that these risks need to be managed andmitigated to protect its stakeholders' interest to achieve its business objectives andenable sustainable growth. The risk framework is aimed at effectively mitigating theoperational risks in Company's various businesses through effective control measures. Riskmanagement is implanted in our critical business activities functions and processes. Therisks are reviewed for the change in the nature and extent since the last assessment. Italso provides easing measures for risks and future action plans.The elements of riskassociated with the business that may likely to have a bearing on the performance of theCompany and the focused initiatives taken by the Company for mitigation of risks arecovered under Risks & Concern Section of Management Discussion & Analysis.
nomInatIon & remUneratIon poLICY:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors KeyManagerialPersonnelandSeniorManagementPersonnel and their remuneration. The Policy isavailable in the company's website at www.srikalahasthipipes.com.
Company's Nomination and Remuneration Policy is in compliance with the provisions ofSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Committee shall guide the Board :
a) In relation to appointment and removal of Directors Key Managerial Personnel andSenior Management.
b) In evaluating the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board. c) In formulating the criteriafor determining qualifications positive attributes and independence of a director.
d) In recommending to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management.
Corporate SoCIaL reSponSIBILItY poLICY:
The Board has adopted a Corporate Social Responsibility Policy (CSR Policy) inaccordance with Schedule VII of the Companies Act 2013 and a report on CSRactivities/initiatives which include the contents of the CSR Policy composition of theCommittee and other details as required to be provided in Annual Report on CSR inaccordance with Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 are disclosed as Annexure III tothis Report.
During the FY 2016-17 the amount spent by the Company towards CSR initiatives is lowerthan the limits prescribed under Companies Act 2013. To facilitate maximum benefit to thecommunity the CSR initiatives of the Company by and large involve setting the foundationof various programs at a small scale to learn from on-ground realities getting feedbackfrom community and then implement an enhanced sustainable model. For this reason duringthe year the Company's spend on the CSR activities has been less than the limitsprescribed under Companies Act 2013. With new initiatives that may be considered infuture going forward the Company will endeavour to spend on CSR activities in accordancewith the prescribed limits.
WHIStLe BLoWer meCHanISm (poLICY):
The Company has in place Whistle Blower Policy wherein theEmployees/Directors/Stakeholders of the Company are free to report any unethical orimproper activity actual or suspected fraud or violation of the Company's Code ofConduct. This mechanism safeguards against victimization of employees who report underthe said mechanism. During the year under review the Company has not received anycomplaints under the said mechanism. The Whistle Blower Policy of the Company has beendisplayed on the Company's website at www.srikalahasthipipes.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company's Prevention of Sexual Harassment Policy is in line with the requirement ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Complaints
Committee (ICC) was set up to redress complaints received regarding sexual harassment.During the year 2016-17 no complaints were received by the ICC.
eVaLUatIon of performanCe of BoarD memBerS:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Committees. Performance evaluation has been carried outas per the Nomination and Remuneration Policy.
While evaluating the performance of the Non- Executive Directors the followingparameters have been considered: (a) Attendance at meetings of the Board and Committeesthereof (b) Participation in Board and Committee meetings (c) Contribution to strategicdecision making (d) Review of risk assessment and risk mitigation (e) Review offinancial statements business performance. (f) Contribution to the enhancement of brandimage of the Company. While evaluating the performance of the Managing Director andWhole-time Director appropriate benchmarks set as per industry standards wereconsidered.
From the evaluations of the Board it was observed that the Board and its committeesare functioning efficiently and that the performance of every director continues to beeffective and demonstrates the level of commitment expected by the Company.
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Company's procedures and practices.Periodic presentations are made at the Board Meetings Committee Meetings and IndependentDirectors Meetings on business and performance updates of the Company global businessenvironment business strategy and risks involved.
nUmBer of meetInGS of tHe BoarD:
The details of the number of Meetings of the Board held during the Financial Year2016-17 are given in the Corporate Governance Report which forms part of this report.
reLateD partY tranSaCtIonS:
As per the provisions of Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has established a Policy on materiality ofRelated Party Transactions and on dealing with Related Party Transactions. The Policy onRelated Party Transactions as approved by the Board of Directors is available on thewebsite of the Company at www.srikalahasthipipes.com.
All contracts or arrangements entered into by the Company with Related Parties havebeen done at arm's length and are in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee for review. Pursuant to Section 134 ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 theparticulars of transactions entered by the Company with the related parties referred to inSection 188(1) of the Companies Act 2013 are given by way of Annexure IV to this report.Related Party disclosures as per Ind AS-24 have been provided in Note42 to thefinancial statements.
partICULarS of empLoYeeS:
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. However in terms of Section136 of the Companies Act 2013 the Annual Report excluding the aforesaid information isbeing sent to all the members of the Company and others entitled thereto. Any memberinterested in obtaining such particulars may write to the Company Secretary at theRegistered Office of the Company.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is forming part of this report vide Annexure V.
ISSUe of fUrtHer SeCUrItIeS:
In order to cater to the business purposes including but not limited to repayment oflong term and short term debt to fund the organic and inorganic growth of the Company tomeet working capital requirements of the Company and for general corporate purposes theBoard at its meeting held on 29th April 2017 has approved the proposal for raising fundsupto Rs.250 Crores or its equivalent in any foreign currency through Public or privateplacement by way of Qualified Institutions Placement (QIP) or through any otherpermissible mode.
Information as per Companies (Accounts) Rules 2014 related to conservation of energytechnology absorption foreign exchange earnings and outgo are given in Annexure - VIattached hereto and forms part of this report.
Particulars of information forming part of the Board's Report pursuant to Section 134of the Companies Act 2013 and relevant Rules thereof not covered elsewhere in the reportdue to non applicability are given hereunder :-
1. There are no qualifications reservations or adverse remarks or disclaimer made bythe Statutory Auditors in their report or by the practicing Company Secretary in theSecretarial Audit Report.
2. The Company as per its policy has granted loans to employees aggregating Rs.13.52lakhs during the year ended 31st March 2017.
3. Particulars of Loans or investments covered under Section 186 of the Companies Act2013 form part of the notes to the financial statement provided in this Annual Report.These loans are primarily granted for effective utilization of surplus funds availablewith the Company.
4. Particulars of the amounts proposed to be carried to reserves have been covered aspart of the financial performance of the Company at the beginning of the Report.
5. There are no material changes or commitments occurring after 31st March 2017 whichmay affect the financial position of the Company or may require disclosure.
6. During the year under review there has been no change in the nature of business ofthe Company.
7. The Company did not have any subsidiaries joint ventures and associates companieswhich have ceased during the year.
8. The Company has not accepted deposits under Chapter V of the Companies Act 2013.
9. The Company has not received any such orders from Regulators Courts or Tribunalsduring the year which may impact the going concern status or the Company's operations infuture.
At the 24th Annual General Meeting held on 29th August 2016 M/s. K R Bapuji & Co.Chartered Accountants (Firm Registration No: 000395S) Hyderabad were appointed asStatutory Auditors of the Company to hold office till the conclusion of the 25th AnnualGeneral Meeting to be held in the year 2017. The Auditors' Report does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of the Companies Act 2013 the existing Auditors cancontinue to be the Auditors of the Company only till the conclusion of the ensuing 25thAnnual General Meeting. The Board of Directors on the recommendation of the AuditCommittee has appointed M/s. Lodha & Co. Chartered Accountants (Firm Reg. No.301051E) as Statutory Auditors of the Company for a term of five years from the conclusionof 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of theCompany to be held in the FY 2022-23. In this regard the Company has received acertificate from the auditors to the effect that if they are appointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013. Appointment ofM/s. Lodha & Co. Chartered Accountants (Firm Reg. No. 301051E) as Statutory Auditorsof the Company will be placed before the members for their approval in the ensuing AnnualGeneral Meeting of the Company and thereafter every year for ratification till conclusionof their term.
The Board of Directors on the recommendation of Audit Committee has appointedM/s.Narasimhamurthy & Co. Cost Accountants Hyderabad as Cost Auditors to audit thecost accounts of the Company for the Financial Year 2016-17. As required under theCompanies Act 2013 a resolution seeking Member's approval for the remuneration payableto the Cost Auditors forms part of the Notice convening the Annual General Meeting. TheCost Audit report for the Financial Year 2015-16 was filed with the Ministry of CorporateAffairs within in the stipulated due date.
The Board has appointed Mr.S.Chidambaram Company Secretary in Practice Hyderabad toconduct Secretarial Audit for the Financial Year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is provided at Annexure VII to this report. TheSecretarial Audit Report is self explanatory and does not contain any qualificationreservation or adverse remark.
In order to maintain the planet Earth evergreen the Ministry of Corporate Affairs("MCA") has taken a "Green Initiative in the Corporate Governance" byallowing paperless compliances by the companies. Accordingly as per the Company's"GO GREEN" initiative the Company shall send intimations and documentsincluding Notice of General Meetings and Annual Report of the Company in electronic formto Email ID of the shareholders registered with Company instead of physical mode.
Shareholders who are yet to register their E-mail addresses are requested to takenecessary steps for registering the same so that they can also become a part of theinitiative and contribute towards a Greener environment. However physical copies can besent upon a request made to the Company.
anneXUreS to tHe BoarD'S report :
1. Corporate Governance Report is enclosed vide Annexure I.
2. Pursuant to Regulation 34 of Listing Regulations 2015 Management Discussion andAnalysis Report is enclosed vide Annexure II.
3. Pursuant to Section 135 (4) (a) of the Companies Act 2013 read with Rule 8 (1) ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 the annual report onCSR activities in the prescribed format forming part of the Director's Report is enclosedvide Annexure III.
4. Pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) ofCompanies (Accounts) Rules 2014 particulars of contracts or arrangements with relatedparties in the prescribed Form AOC-2 forming part of Directors' Report is enclosed videAnnexure IV.
5. Disclosure under Section 197 (12) read with Rule 5(1) of the Companies (Appointmentand remuneration of managerial personnel) Rules 2014 is enclosed vide Annexure V.
6. Pursuant to Section 134 (3) (m) of the Companies Act 2013 information relating toConservation of Energy Technology absorption and foreign exchange earnings and outgo isenclosed vide Annexure VI.
7. Pursuant to Section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and remuneration of managerial personnel) Rules 2014 the Secretarial AuditReport is enclosed vide Annexure VII.
8. Pursuant to Section 134 (3) (a) of the Companies Act 2013 the extract of theAnnual Return as provided under sub section (3) of Section 92 is enclosed vide Annexure VIII.
DIreCtorS' reSponSIBILItY Statement:
The Board of Directors of the Company confirms that:
i) In the preparation of annual accounts the applicable accounting standards have beenfollowed and there has been no material departure. ii) The selected accounting policieswere applied consistently and the Directors made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities. iv) The annual accounts have been prepared on a going concern basis. v)Sufficient internal financial controls have been laid down and such internal financialcontrols are adequate and were operating effectively and vi) Proper systems toensure compliance with the provisions of all applicable laws have been devised and thatsuch systems were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the commitmentdisplayed by all executives staff and workers of the Company resulting in the successfulperformance of the Company during the year. The Board also takes this opportunity toexpress its gratitude for the continued co-operation and support received from its valuedshareholders. The Directors also express their special thanks to Shri Mayank KejriwalManaging Director for his untiring efforts for the progress of the Company.
| ||for and on behalf of the Board of Directors |
|Place: Chennai. || |
|Date: 12th May 2017 || |
| ||G.Maruthi Rao |
| ||Chairman |
| ||DIN 00083950 |