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Steel Strips Ltd.

BSE: 504717 Sector: Metals & Mining
NSE: N.A. ISIN Code: N.A.
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Steel Strips Ltd. (STEELSTRIPS) - Director Report

Company director report

To The Members

Your Directors are pleased to present the 38 Annual Report together with the auditedaccounts of the Company for the year ended March 31 2015

FINANCIAL HIGHLIGHTS

(Rs in lacs)
PARTICULARS 2013-14 2012-13
Operating and other Income 3.49 3.58
Gross Profit before Interest & depreciation (11.61) (10.89)
Interest & other Financial - -
Charges Depreciation - -
- -
Profit before tax for the year
Income tax of earlier years paid/ Adjusted - -
Profit/(Loss) after tax for the year (11.61) (10.89)
Accumulated Losses brought forward from previous year 2744.09 2733.20
Balance Accumulated Losses carried forward to Balance Sheet 2755.70 2744.09

During the year under review the operations continued to be inoperative. The Companyearned other income of Rs .3.49 lacs on account of rent. After accounting for expensesthe Company incurred a net loss of Rs .11.61 lacs during the year under review as againsta net loss of Rs .10.89 lacs during the previous year.

FINANCIAL STATUS

There is no change in the issued and subscribed capital of Rs .828.31 lacs. There areno equity shares with differential rights or sweat equity or ESOP or scheme of purchase ofCompany shares by employees or their trustees.

DIVIDEND

As Company does not have any distributable profits computed under provisions ofCompanies Act 2013 no dividend is being recommended.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

OPERATIONS

The Company did not have any manufacturing activity. With reference to the observationsmade by the Statutory Auditors your Directors have to state that the Company has filedsuits for recovery against certain debtors suppliers and others who have also filedcounter claims against the Company. The claims against the Company which amount to Rs.376.75 lacs (Previous year Rs . 376.75 lacs) have been stayed in the courts U/S 22 ofSick Industrial Companies (Special Provisions) Act 1985 or under Section 10 of Code ofCivil Procedure Act. Your Directors are confident that no liability will arise on theCompany on this account. Accordingly no provision for the same has been made in the booksof accounts.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no significant and material changes occurred subsequent to the close of thefinancial year to which the Financial Statements relate and upto the date of report thatwould impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Since the Company does not have net profits in any financial year in accordance withSection 197/ 198 of the Companies Act 2013 the Company is not required to undertake anyactivity under CSR Rules.

SUBSIDIARY COMPANY

There is no subsidiary Company reportable under Section 129(3) of the Companies Act2013.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

The Company is continuously taking steps to attain higher levels of transparencyaccountability and equity in order to enhance customer satisfaction and stakeholders'value. The Company not only complies with the regulatory requirements but is alsoresponsive to the stakeholders' as well as customers' needs. The Company already has anAudit Committee a Stakeholder Relationship Committee and Nomination and RemunerationCommittee duly constituted by the Board to look after various activities. The CorporateGovernance practices followed by the Company are enclosed as Annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is not having any manufacturing activity for an article covered bySchedule-1 of the IDR Act. Reference with BIFR is not applicable as the strength of theworkers is less that 50 as required under the IDR Act for filing reference with BIFR.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under Section 92(3) of the Act in FormMGT-9 which forms part of the Board's report. (Annexure-3)

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors' confirm that :

a. in the preparation of the annual accounts for the

year ending 31 March 2015 the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors had laid down internal financial control to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company cover operational efficiencyaccuracy and promptness in financial reporting compliance with laws and regulations anddevelopment of mature disciplined and effective processes. The processes are alsodesigned to meet the goals of cost schedule functionality and quality thus resulting inhigher levels of customer satisfaction.

An independent Audit Committee of the Board reviews the adequacy of internal controls.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting following changes have taken place in the Boardof Directors.

- Smt. Manju Lakhanpal has been appointed as an Independent Director on 14.03.2015.

As per the provisions of Companies Act 2013 Shri Humesh Kumar Singhal Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.

B) Declaration by an Independent Director(s) and re-appointment if any

A declaration by Independent Directors stating that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 hasbeen taken at the time of their appointment.

C) Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). Theperformance of the Board was evaluated by the Board 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 the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance 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 issue to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspects ofhis role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors The same was discussed in the Board meeting at which the performance of theBoard its committees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 4 Board Meetings were held tne each on 30 May 2014 14August 2014 13 November 2014 and 14 February 2015.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the Directors' Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of two non-executive IndependentDirectors viz. Shri S S Virdi Shri M M Chopra and Shri H K Singhal. During the year thecommittee held four meetings. Other details of the Audit Committee are included in theCorporate Governance Report which forms part of this report.

The Board had accepted all recommendation of the Audit Committee.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES

The Company has formulated and published a Whistle Blower Policy to provide vigilmechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this Policy are in line with the provisions of Section 177(9) of the Act andthe revised Clause 49 of the Listing Agreement. There are no cases reported during theyear.

NOMINATION AND REMUNERATION COMMITTEE

The committee has been constituted to review and recommend compensation payable to thewhole-time directors including Chairman and senior management of the Company. Thecommittee reviews the overall compensation structure and policies of the Company with aview to attract retain and motivate employees reviewing compensation levels of theCompany vis-a-vis other Companies and industry in general.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no Loans/ Guarantee given or Investments made by the Company during theyear..

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)rules 2014 including certain arms length transactions under third proviso thereto havebeen disclosed in the financial statements and are enclosed in Form No. AOC-2 and the sameforms part of this report. (Annexure-1)

RISK MANAGEMENT POLICY

The Company has policy to regularly review the repayment schedule of Banks Creditorsand Statutory dues etc. and manage its cash flow activity from time to time. As such theCompany suffers no risk if any which may threaten the existence of the Company.

AUDITORS

As per the Provisions of Section 139 of Companies Act 2013 M/s S.C. Dewan & Co.Chartered Accountants were appointed as Statutory Auditors of the Company to hold officetill the conclusion of Annual General Meeting to be held in the calendar year 2017(subjectto ratification of their appointment at every AGM). The Company has received a certificatefrom them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139& 141 of the Companies Act 2013 confirming their eligibility for reappointment andthat they were not disqualified for reappointment.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report do not contain anyqualifications reservations or adverse remarks. Report of Secretarial Auditor is attachedas an annexure which forms part of this report. (Annexure-2)

LISTING OF SHARES

Equity shares of the Company are listed on Mumbai Stock Exchange and Delhi StockExchange. The Company has already paid the Annual Listing Fee to BSE.

INSURANCE

All the assets of the Company have been adequately insured.

PARTICULARS OF EMPLOYEES

Relations with the employees during the period under review continued to be peacefuland harmonious.

MANAGERIAL REMUNERATION

There was no employee on the rolls of the Company. The information required underSection 197 of the Act read with rule 5(1) & (2) of the Companies (Appointment andremuneration of managerial personnel) rules 2014 is not applicable

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standardsenvironment laws and labour laws and has been taking all necessary measures to protect theenvironment and provide workers a safe work environment. Our Company is committed forcontinual improvement in Health & Safety as well as Environmental performance byinvolving all the employees to provide a Safety & healthy work environment to all itsemployees.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHOBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

During the financial year 2014-15 the Company has not received any complaint on sexualharassment and hence no complaints remain pending as on 31 March 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is not applicable as the Company did not have any manufacturingfacility during the period under consideration. There were no foreign exchange earnings/outgo during the period.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance co-operation and supportreceived by the Company from Statutory/ Govt. Bodies Customers and Shareholders of theCompany.

For and on behalf of Board
Place: Chandigarh H.K.SINGHAL SANJAY GARG
Dated: 30 May 2015 Director Executive Director
DIN-00044328 DIN-00030956