Your Directors have pleasure in presenting their Report on the business and operationsof your Company along with the Audited Accounts of the company for the year ended 31stMarch 2017.
| ||Current Year ||Previous Year |
| ||(' In Lac) ||(' In Lac) |
|Sales and other income ||6711.11 ||6273.38 |
|Profit before depreciation ||274.47 ||274.37 |
|Depreciation ||180.86 ||214.31 |
|Profit for the year ||93.61 ||60.06 |
|Provision for tax ||(6.60) ||17.11 |
|Profit after tax ||100.21 ||42.95 |
|Profit brought forward from the previous year ||1255.63 ||1212.31 |
|Profit available for appropriation ||1355.84 ||1255.63 |
|Surplus carried to Balance Sheet ||1355.84 ||1255.63 |
During the year the Company produced 32580 MT and sold 33256MT of sponge ironcompared to previous year's production of 24814 MT and sales of 24328 MT. The companyproduced 9137 MT and sold 9269 MT of Pig Iron as compared to last year's production of13689 MT and sales of 13445 MT The market for Pig iron remained subdued during the yeardue to shortage of raw material and poor demand of steel and the increase in steelimports. The sluggish growth of real estate and infrastructure sector reduced the growthrate of demand for steel.
Considering the need to conserve resources for the Company's ongoing capitalexpenditure programme the Board of Directors of the Company do not recommend any dividendon the equity shares for the year ended 31st March 2017.
CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer Books of the Company will be closed witheffect from 25th September 2017 to 29th September 2017 (both days inclusive) for thepurpose of Annual General Meeting.
TRANSFER TO RESERVES:
The Company did not transfer any amount to General Reserve during the year.
The Authorized Share Capital of the Company is ' 120000000/- (Rupees Twelve Croresonly) divided into 12000000 Equity Shares of '10/- each. As on March 31 2017 thepaid-up share capital of the Company is '114000000 (Rupees Eleven Crores and Forty Lacsonly) divided into 11400000 Equity Shares of ' 10/- each. During the year your Companyhas not issued any equity shares.
During the year the Company has not accepted any 'Deposits' as defined under theCompanies Act 2013. DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Sunita Dalmia (DIN- 00605973) Non-ExecutivePromoter Director retires by rotation at the forthcoming Annual General Meeting and Beingeligible offers herself for re-appointment.
The Board at its meeting held on 14th February 2017 has appointed Mrs. Neha Singhania(DIN-06879112)
as an Independent Director in the casual vacancy caused due to resignation of Mr. S. N.Kabra (DIN- 00556947) to hold office till the conclusion of the forthcoming Annual GeneralMeeting and has proposed to appoint her as an Independent Director for a period of fiveyears. Necessary resolutions together with explanatory statement have been included in theNotice of 26th Annual General Meeting as the above appointment is subject to the approvalof the shareholders.
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act 2013 astructured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the non-independent Directors was carried out by theindependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
DETAILS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.
AUDITORS REPORT & AUDITORS' OBSERVATION:
There is no audit qualification in the Company's financial statements. The companycontinues to adopt practices to ensure best practice as per Indian Accounting Standards.The Notes on Accounts referred to in the Auditors' Report enclosed are self-explanatoryand do not call for any further comments.
M/s Rustagi & Co. Chartered Accountants (Reg. No.301094E) retire as StatutoryAuditors of the Company from the conclusion of the ensuing Annual General Meeting. TheAudit Report given by the Auditors on the financial statements of your Company is part ofthe Annual Report. There has been no qualification reservation or adverse remark given bythe Auditors in their Report.
In accordance with Section 139 of the Act listed Companies cannot appoint or reappointthe auditor for more than two terms of five consecutive years if the Auditor is an AuditFirm. Existing Companies which are covered under auditor rotation requirement shouldcomply with these requirements within three years from the date of commencement of theAct.
M/s Rustagi & Co. Chartered Accountants (Reg. No.301094E) Kolkata have been theAuditors of your Company since 1993-94 and have completed a term of 19 years (includingthree years of transitional period). It is now proposed to appoint Messers Bharat D.Sarawgee & Co Chartered Accountants (Firm Registration Number-326264E) as StatutoryAuditors of the Company. Further Messers Bharat D. Sarawgee & Co CharteredAccountants (Firm Registration Number-326264E) have consented to be appointed as StatutoryAuditors of the Company and have confirmed that their appointment if made would be incompliance with the provisions of Section 139 and 141 of the Act and Rules framedthereunder.
The Audit Committee and the Board at their respective meetings held on August 142017 recommended appointment of Messers Bharat D. Sarawgee & Co CharteredAccountants (Firm Registration Number- 326264E) as Statutory Auditors of the Company fromthe conclusion of ensuing Annual General Meeting until conclusion 31st Annual GeneralMeeting.
Pursuant to provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Messrs L.N.Panda & Associates Rourkela a firmof company Secretaries in practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as "Annexure I". The SecretarialAudit Report does not contain any qualification reservation or adverse remarks for theyear under review.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee is as described in the Corporate GovernanceReport.
The shares of the Company are listed at Bombay Stock Exchange and Calcutta StockExchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054.
The respective listing fees for the above Stock Exchanges up to the year 2016-17 havebeen paid.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at workplace (preventionprohibition and Redressal) Act 2013 and the Rules framed thereunder.
Further the Company has internal Complaint Committees for various locations of theCompany in compliance with the above mentioned Act and Rules. During the Financial Year2016-17 no complaint has been received. SAFETY HEALTH & ENVIRONMENT:
The Company is committed to providing a safe and healthy working environment andachieving an injury and illness free work place. During the year under review there wasno lost time injury incident reported. RECONCILIATION OF SHARE CAPITAL:
As directed by Securities Exchange Board of India (SEBI) Reconciliation of ShareCapital is being carried out quarterly by a practicing Company Secretary. The findings ofthe Reconciliation of Share Capital were satisfactory.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to section 134 (3) (c) of the Companies Act 2013 the Board of Directors ofthe Company confirm that;
(i) in the preparation of Annual Accounts the applicable Accounting Standards asspecified by the Institute of Chartered Accountants of India have been followed and thatthere has been no material departures from the same;
(ii) the Directors have 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 or loss of the company for that period.
(iii) the Directors have taken proper and sufficient care to the best of their for themaintenance of adequate accounting records in accordance with the provision of theCompanies Act 1956 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; and
(iv) the Annual Accounts have been prepared on going concern basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review there have been no material changes and commitmentsaffecting the financial position of the Company.
NUMBER OF BOARD MEETINGS DURING F.Y. 2016-17:
During the FY 2016-17 the number of meeting of Board of Directors of the Company comesto 4 (Four). The details of the number of meetings of the Board held during the financialyear forms part of the Corporate Governance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The prescribed details as required Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in Annexure 'A' formingpart of this report.
DECLARATION OF INDEPENDENCE:
The Company has received Declaration of Independence from Mr. C.K.Bhartia (DIN-00192694) and Mrs. Neha Singhania (DIN- 06879112) the Independent Directors of theCompany as per sub-section (6) of Section 149 of the Companies Act 2013.
REMUNERATION & NOMINATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail of the policy is explained in the Corporate Governance Report for the Year 2016-17.
RELATED PARTY TRASACTIONS:
All transactions entered into with related parties (as defined under the Companies Act2013) during the financial year were in the ordinary course of business and on an Arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 and were within the ambit of clause 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There were no materially significanttransactions with related parties during the financial year which were in conflict withinterests of the Company. Suitable disclosure as required by the Accounting Standards hasbeen made in the notes to the Financial Statements.
VIGIL MECHANISM POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies the Company is committed to the highstandards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
WHISTLE BLOWER POLICY:
The Company has a "Whistle Blower Policy" to report genuine concerns orgrievances. The Whistle Blower Policy has been posted on the website of the Company.
STATEMENT PURSUANT TO LISTING AGREEMENT:
Your Company's shares are listed with Bombay Stock Exchange Limited and Calcutta StockExchange Limited. We have paid the annual listing fees and there are no arrears.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode. MANAGERIAL REMUNERATION:
Executive Directors are paid remuneration by way of salary commission perquisites andretirement benefits as recommended by the Nomination and Remuneration Committee andapproved by the Board and shareholders of the Company. Key Managerial Personnel and seniorManagement Personnel are paid remuneration by way of salary (comprising fixed componentsand variable component). Remuneration to Directors Key Managerial personnel involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.
The Company does not have any Stock Option Scheme. No severance pay is payable ontermination of appointment.
REGARDING KEY MANAGERIAL PERSONNEL:
During the year the Company has appointed/designated the following as the KeyManagerial Personnel of the Company:
Mr. YK.Dalmia Chairman
Mr. Gagan Goyal Executive Director
Mr. M.K.Hati ChiefFinancial Officer
Mr. A.N.Khatua Company Secretary & Compliance Officer
EXTRACTS OF ANNUAL RETURN IN MGT- 9:
The details forming part of the extract of the Annual Return for the year ended on 31stMarch 2017 in Form MGT-9 as required under Section 92 of the Companies Act 2013 isincluded in this Report as Annexure- II and forms an integral part of this Report.
As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancetogether with a certificate from the Company's Secretarial Auditors form part of thisReport.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 form partof this Annual Report.
DISCLOSURES WITH RESPECT TO EMPLYEES STOCK OPTION SCHEME:
The Company does not have any Employee Stock Option Scheme.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of loans guarantees or investments are given in the notes to financialstatements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY BODIES/ COURTS:
During the financial year under review no significant or material orders were passedby the Regulatory/ Statutory Authorities or the Courts which would impact the goingconcern status of the Company and its future operations.
ACKNOWLEDGEMENT AND APPRECIATION:
Your Directors would like to place on record our sincere appreciation for the continuedsupport given by the Banks Government Authorities customers vendors shareholders anddepositors during the period under review. The Directors also appreciate and value thecontributions made by the employees of our Company at all levels.
| ||On behalf of the Board of Directors |
|Place: Barpali ||Y. K. Dalmia |
|Date: 14th day of August 2017 ||Chairman |
| ||(DIN - 00605908) |