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Sudal Industries Ltd.

BSE: 506003 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE618D01015
BSE 15:15 | 15 Feb 12.44 -0.65
(-4.97%)
OPEN

12.44

HIGH

12.44

LOW

12.44

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.44
PREVIOUS CLOSE 13.09
VOLUME 150
52-Week high 17.35
52-Week low 7.53
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.44
Sell Qty 825.00
OPEN 12.44
CLOSE 13.09
VOLUME 150
52-Week high 17.35
52-Week low 7.53
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.44
Sell Qty 825.00

Sudal Industries Ltd. (SUDALINDS) - Director Report

Company director report

To

The Members

Sudal Industries Limited

Your Directors have pleasure in presenting the Thirty Eighth Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2017

I. FINANCIAL RESULTS

The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below:

Particulars For the financial For the financial
year ended year ended
31st March 2017 31st March 2016
Total Revenue 8415.15 6972.11
Earnings before interest depreciation and tax 655.70 30.09
Less: Interest and Finance Charges 1232.79 1177.04
Less: Depreciation 115.40 121.95
Profit/(Loss) Before Taxation (692.49) (1268.90)
Less: Provisions for Current Tax 0 0
Less: Provision for Deferred Tax 0 (637.71)
Profit/(Loss) after Tax (692.49) (631.19)
Surplus brought forward from previous year (655.72) (24.53)
Adjustment for depreciation on revaluation
reserve for earlier years 0 0
Surplus / (Loss) Carried Forward to Next Year (1348.21) (655.72)

OPERATIONS AND RESULTS:

During the year under review price trend was upward due to increase in price at LondonMetal Exchange along with improved demand for Aluminium products enabled the Company toachieve increased performance both in respect of quantity and the value thereby hassubstantially earned higher operational profits. However the loss mainly due to higherfinance cost on fund based borrowings.

II. DIVIDEND:

Considering the loss in the current financial year your Directors have not recommendedany dividend for the financial year under review.

III. TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

IV. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

V. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

VI. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review.

VII. DISCLOSURES UNDER SECTION 134(3)(i) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company's financial position.

VIII. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

IX. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

X. RELATED PARTY TRANSACTIONS:

The details of transactions/contracts/arrangements entered by the Company with relatedparty / parties as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in Annexure I and forms partof this Report.

XI. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

Full particulars of loans guarantees investments and securities provided during thefinancial year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof has been furnished inNote No. 11 and 13 which are forming part of the Financial Statements for the year endedat 31 March 2017.

XII. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

XIII. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

XIV. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

XV. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

XVI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis forms an Integral Part of this Annual Report.

XVII. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL:

During the year under review there were no changes in the Board of Directors and KeyManagerial Personnel of the Company.

However on 25th April 2017 Ms. Vedika Gupta Independent Director hadtendered her resignation with immediate effect.

Further on 25th May 2017 Ms. Chaitali Salgaonkar has been appointed as anAdditional (Independent) Director of the Company.

XVIII. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.

XIX. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

BOARD MEETINGS:

The Board of Directors met 4 times during the financial year ended 31stMarch 2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

The dates on which the Board of Directors met during the financial year under revieware as under:

14th May2016 9th August2016 25th October2016 27th January2017

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 March 2017 the Board ofDirectors hereby confirms that: in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31 March 2017 and of theloss of the Company for the year; proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; the annual accounts of the Company have been prepared on a going concernbasis; internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; andproper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee of Directors reconstituted in accordance with theprovisions of Section 178 of the Act.

The composition of the said Committee is as under:

Sr. No Particulars Members
1 Mr. Jal Thanawala Independent – N.E.D* (Chairman)
2 Mr. Manoj Shah Independent – N.E.D (Member)
3 Mr. Sudarshan Chokhani Managing Director (Member)
4 Ms. Vedika Gupta Independent- N.E.D (Member)

*N.E.D: Non - Executive Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. Major criteriadefined in the policy framed for appointment of and payment of remuneration to theDirectors of the Company are as under:

• Minimum Qualification

• Positive Attributes

• Independence

• Experience

AUDIT COMMITTEE:

The Audit Committee of Directors constituted under the provisions of Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 confirmsthe compliance of the provisions of Section 177 of the Companies Act 2013. Thecomposition of the Audit Committee is in conformity with the provisions of the saidsection.

The Audit Committee comprises of:

Sr. No Particulars Members
1 Mr. Manoj Shah Independent – N.E.D* (Chairman)
2 Mr. Jal Thanawala Independent – N.E.D (Member)
3 Mr. Sudarshan Chokhani Managing Director (Member)

* N.E.D : Non – Executive Director

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act. During the year under review the Board of Directors of the Company hadaccepted all the recommendations of the Audit Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company constituted the Stakeholder's Relationship Committeecomprising of:

Sr. No Particulars Members
1 Mr. Jal Thanawala Independent – N.E.D* (Chairman)
2 Mr. Manoj Shah Independent – N.E.D (Member)
3 Mr. Sudarshan Chokhani Managing Director (Member)

* N.E.D : Non – Executive Director

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee

SHARE TRANSFER COMMITTEE:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company constituted the Share Transfer Committee Comprising of:

Sr. No Particulars Members
1 Mr. Sudarshan Chokhani Managing Director (Chairman)
2 Mr. Manoj Shah Independent – N.E.D (Member)
3 Mr. Jal Thanawala Independent – N.E.D* (Member)

* N.E.D : Non – Executive Director

The Company Secretary acts as the Secretary of the Share Transfer Committee.

However considering the feasibility in decision making process and the powers andduties of the Share Transfer Committee are being merged in the Stakeholders RelationshipCommittee. Therefore dissolving the Share Transfer Committee.

XX. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy " for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

XXI. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual / strategic business plans and in periodic management reviews.

XXII. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluationof all Committees. The manner in which evaluation has been carried out is detailed inAnnexure II which forms part of this Report.

XXIII. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

XXIV. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER

RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review has been furnished and markedas Annexure III

XXV. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH2017:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2017 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

Appointment of Statutory Auditors

M/s Lodha & Co. Chartered Accountants have been the Statutory Auditors of theCompany since many years and thus their tenure as Statutory Auditors of the Company willexpire with the conclusion of this ensuing Annual General Meeting in accordance withSection 139 and other applicable provisions if any of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).

The Board places on record its appreciation for the contribution of M/s Lodha &Co. Chartered Accountants during their tenure as the Statutory Auditors of the Company.

Your Directors now therefore propose the appointment of M/s Bagaria & Co. LLPChartered Accountants (Firm Registration Number 113447W/W-100019) as Statutory Auditorsof the Company from the conclusion of 38th AGM to be held on 24thSeptember 2017 till the conclusion of the 43rd AGM subject to ratification oftheir appointment by the shareholders of the Company at every AGM held thereafter.

The Company has received written consent(s) and certificate(s) of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Companies Act2013 and Rules issued there under (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) from M/s Bagaria & Co. LLPChartered Accountants (Firm Registration Number: 113447W/W-100019). Further the saidChartered Accountants have confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India as required under theListing Regulations.

FRAUD REPORTING

During the year under review there were no instances of material or fraud fallingunder rule 13(1) of the Companies (Audit and Auditors) rule 2014 by officers oremployees reported by the Statutory Auditors of the Company during the course of the Auditconducted.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2017:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 the Company has obtained Secretarial Audit Report from M/s Rathi & AssociatesCompany Secretaries for the financial year 2016-17 which forms part of the Report(Annexure IV).

XXVI. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure V which forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure VI which forms part of this Report.

DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

The Directors further state that pursuant to the provisions of sexual harassment ofwomen at workplace (Prevention Prohibition and Redressal) Act 2013 no case pertainingto sexual harassment at work place has been reported to Company during the F.Y. 2016-17

XXVII CORPORATE GOVERNANCE : (Applicable to Companies giving remuneration as perSection II of Schedule V)

(Rs in lacs)
Particulars Mr. Sudarshan S Chokhani Mr. Mukesh V Ashar
(Managing Director) (Whole Time Director)
A) Element of Remuneration Package
Salary 42.00 6.22
Benefits - 0.61
Bonus - -
Stock Option - -
Pension - -
Total 42.00 6.83
B)Fixed and variable Components
Fixed Components 42.00 6.83
Performance Linked Incentives 0 0
C)Terms Appointment

 

Service Contract Appointed for 3 years w.e.f Appointed for 3 years w.e.f
01/09/20115 to 31/08/2018 08/12/2014 to 07/12/2017
Notice Period 3 Months in Writing 3 Month in writing
Severance Fees Monthly salary calculated for such number of years or pay for Monthly salary calculated for such number of years or pay for such
such number of months by which the notice falls short of the required number of months number of months by which the notice falls short of the required number of months

XXVII ACKNOWLEDGMENTS AND APPRECIATION :

Our Directors take this opportunity to thank the Customers Shareholders Suppliersbankers Business partners/ Associates Financial Institutions and State Governments fortheir consistent support and encouragement to the Company.

Registered Office By the order of Board of Director
A-5 MIDC Ambad Industrial Area For Sudal Industries Limited
Mumbai Nashi Highway Nashik -422010
Sd/-
Sudarshan S Chokhani
Managing Director
DIN: 00243355
Sd/-
Mukesh V Ashar
Place: Mumbai CFO & DIRECTOR
Date: 22nd August 2017 DIN: 06929024