Your Directors are pleased to present the Fifty Sixth (56th) Annual Report of theCompany together with the Audited Financial Statements for the Financial Year ended 31stMarch 2017. The report states the compliance as per the requirement of the Companies Act2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and otherrules and regulations as applicable to the Company.
FINANCIAL RESULTS :
| ||31.03.2017 ||31.03.2016 |
|SALES AND OTHER INCOME ||2150990565 ||2886429520 |
|Profit/ Loss before Interest & ||41893692 ||172013037 |
|Depreciation || || |
|Less : Interest ||90435372 ||87166004 |
|Depreciation ||81596157 ||112483386 |
| ||(130137837) ||(27636353) |
|Add: Extra Ordinary Item ||(-) ||(-) |
|Profit/Loss Before Tax ||(130137837) ||(27636353) |
|Provision for Taxation: || || |
|Current Year : ||- ||2676128 |
|Deferred Tax : ||(36925000) ||(11384000) |
|Net Profit/Loss for the year ||(93212837) ||(18928481) |
|Add : Balance Brought Forward || || |
|from previous year ||10781591 ||19710073 |
| ||(82431246) ||781592 |
|Less : Appropriations: || || |
|Transfer to General Reserve ||(90000000) ||(10000000) |
|Balance Carried Forward to ||7568754 ||10781592 |
|Balance Sheet || || |
| ||(82431246) ||781592 |
In view of losses during the Financial Year 2016-17 the Board of Directors of theCompany was unable to recommend any Dividend on the Equity Shares of the Company
WORKING & FUTURE PROSPECTS :
During the year under review the turnover of the Company decreased from to ^ 288.64Crores in 2015-16 to ^ 215.09 Crores representing a decline of 25.48% this was due tocontinuous decrease in cotton production the demand for the Company's product has alsofallen substantially. This has also adversely affected the profitability of the Company.The Board of Directors are trying their best to improve the performance of the Company.Further the Company has already expanded its business to various new engineered productssuch as Electrical Panels Pre-engineered buildings & structures etc. The companyalso undertakes turnkey projects including civil in its area of operation. One of suchproject has been completed in Uganda & other has been completed in Benin.
The working of the Divisions of the Company are as under :
MACHINERY DIVISION :
The Steel Division is concentrating in its core business of manufacturing CottonGinning and Pressing machineries. However during the year under review the demand of thethese products has fallen down due to continous decrease in the cotton production. TheCompany is trying to compensate this by increase in revenue from other segments such asPEB Electrical Panels etc. The continuous improvements in the product quality andenhanced sales efforts are likely to balance the performance.
ELECTRICAL DIVISION :
The Company has in place Electrical Panel Business Unit to fulfill existing demands ofElectrical Panels from Cotton Ginning Customers and to expand its horizons and to caterthe open market. The Company is offering extensive range of Industrial Electrical PanelsElectrical Control Panels ACCL Panels and Power Distribution Board and all of them withadvanced technology. Further the Company has obtained UL Certification and Authorizationto apply the UL mark in its electrical panels.
INFRASTRUCTURE DIVISION :
The Company is also successfully involved in the business of Pre-Fabricated Buildings(PEB) and executed more than 250 Steel Building projects (Domestic and Export). TheCompany has in-house Design & Engineering Capabilities to reach new frontiers oftechnical excellence. It has established dedicated Engineering center & also Design& Development centers for the entire range of products and their manufacturingtechnologies. The Company is providing different solutions for different purposes such asPre-Engineered Buildings Pre-fabricated Buildings PEB Industrial Shed PrefabricatedSchool Buildings Prefabricated Warehouse Structures Agricultural Buildings etc.
SUPERPACK DIVISION :
Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking after the Superpack Divisionof the Company. Looking at the valuable experience and background of Shri Ashish Bajajthe Board of Directors has re-appointed Shri Ashish Bajaj as CEO of Superpack Division forfurther period of One (1) year w.e.f. 20.03.2017 in compliance with provisions of Section188 and other applicable provisions if any of the Companies Act 2013 or any amendmentor substitution thereof (including any statutory modification(s) or re-enactment for thetime being in force) and the rules made thereunder subject to approval of theshareholders at the ensuing Annual General Meeting. Further Shri Ashish Bajaj ChiefExecutive Officer of Superpack Division of the Company is solely responsible & liablefor all the operations (including Day to Day operations) activities and all thecompliances including Statutory & Labour compliances applicable to the SuperpackDivision of the Company from time to time and necessary forms / papers in relation thereofshall be filed with the concerned authorities.
The Company has two Wholly Owned Foreign Subsidiary companies as under:
1) Bajaj Coneagle LLC Alabama USA;
2) Bajaj Steel Industries (U) Ltd. Uganda
M/s Bajaj Coneagle LLC A Limited Liability Company having its office at PrattvilleAlabama USA with the physical presence at USA the Company is able to tap the US &International Market of Continental Products.
M/s Bajaj Steel Industries (U) Ltd. with the help of its foreign subsidiary theCompany has successfully completed one turnkey project awarded by Cotton DevelopmentOrganization for construction of cotton seed processing plant at Pader (Uganda) andfurther the Company is also looking for some other profitable projects as well in Uganda.
Your Directors are glad to inform that CRISIL has further reviewed and rated in respectof Bank facilities of the Company. The ratings are as under :
|Total Bank Loan Facilities Rated ||^63.58 Crores (Reduced from ^ 82 Crores) |
|Long - Term Rating ||CRISIL BBB/ Negative (Downgraded from CRISIL A-/Negative) |
|Short- Term Rating ||CRISIL A3+ |
(Downgraded from CRISIL A2+)
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in format MGT -9 for the Financial Year 2016- 17 hasbeen enclosed with this report.
AUDITORS AND AUDITORS' REPORT :
The tenure of appointment of M/s B. Chhawchharia & Co. Chartered AccountantsNagpur (Firm Reg. No. 305123E) the existing Statutory Auditors will expire at theconclusion of the 56th Annual General Meeting as per the provisions of Section 139(2) ofthe Act and Rules framed thereunder.
The Board of Directors of the Company at its meeting held on 09.08.2017 has subject tothe approval of Members at the ensuring AGM approved the appointment of M/s VMSS &Associates Chartered Accountants Kolkata having Firm Reg. No. 328952E as the newStatutory Auditors of the Company in place of M/s B. Chhawchharia & Co. for a term of5 (five) years commencing from the conclusion of the 56th AGM till the conclusion of the61st AGM subject to the ratification of their appointment by the Members annually. M/sVMSS & Associates Chartered Accountants Kolkata have confirmed their eligibilityunder Section 141 of the Act and the Rules framed thereunder for appointment as Auditorsof the Company. As required under Regulation 33 of the Listing Regulations the newAuditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.
The observations made by the auditors read together with the relevant notes thereonare self-explanatory and do not call any comments.
COST AUDITORS AND COST AUDIT REPORT :
Pursuant to Section 148 of the Act read with rules made thereunder the cost auditrecords maintained by the Company in respect of its manufacturing activities are requiredto be audited. The Board of Directors has on recommendation of the Audit Committeeappointed M/s Rakesh Misra & Co. Cost Accountants (Firm Reg. No. 000249). to auditcost accounts of the Company for the FY 2017-18. As required under the Act remunerationpayable to the Cost Auditors is required to be placed before the Members in the genaralmeeting for their ratification. Accordingly a resolution seeking Members ratification forthe remuneration payable to M/s Rakesh Misra & Co. Cost Accountants is included atitem no. 4 of the Notice convening the AGM. Further the Company has received the CostAudit Report from the Cost Auditors for the Financial Year 2016-17.
SECRETARIAL AUDITOR :
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. Siddharth Sipani & Associates Practicing CompanySecretary to conduct Secretarial Audit for the Financial Year 2016 - 17. The SecretarialAudit Report for the Financial Year ended March 31 2017 is annexed herewith to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse mark.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loan guarantee and investments covered Under Section 186 of theCompanies Act 2013 forms part of the Financial Statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS :
There were no materially significant Related Party Transactions ie. transaction ofmaterial nature that may have potential conflict with the interest of Company at large.Transactions entered with the related parties as defined under the Companies Act 2013 andRegulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 during the Financial Year 2016-17 all transactions were in the ordinary course ofbusiness and on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company before entering intothe related party transaction as per the applicable provisions of the Companies Act 2013SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. Further theAudit Committee had also reviewed the transactions at arm's length basis and also in thethe ordinary course of business.
During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of Related Party Transactions and dealing with the related party transactionsas approved by the Board may be accessed on the Company's website www.bajajngp.com.
Particulars of contracts or arrangements with Related Parties referred in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended to the BoardReport.
INDUSTRIAL RELATIONS :
Industrial relations remained cordial during the year. Employees' competencies andskills were enhanced by exposing them to several internal and external training programs.Various measures were taken to improve motivation level of employees.
During the year under review Mr. Kamal Kishore Kela (DIN 00509008) IndependentDirector of the Company relieved from the office of the Directorship of the Company w.e.f.24.05.2016 due to the old age and other responsibilities and after that the Board ofDirectors had appointed Dr. Raja Iyer as Additional Director (Independent) of the Companyw.e.f. 23.08.2016 and recommended his appointment as Independent Director for a term of 5(five) years effective 27 th September 2017.
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Vinod Kumar Bajaj retires by rotation and being eligible offers hiscandidature for re-appointment as a Director.
Apart from the above there is no change with regards to the Directorship of theCompany.
DECLARATION BY INDEPENDENT DIRECTORS :
The Company has received necessary declarations from all the Independent Directors ofthe Company Under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013 andRegulation 16 of SEBI (LODR) Regulations 2015
BOARD EVALUATION :
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the applicable provision of theCompanies Act 2013 and the Corporate Governance requirements as prescribed by SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
CORPORATE GOVERNANCE :
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by SEBI.
The Company has also implemented several best Corporate Governance Practices. Thereport on Corporate Governance as stipulated under the Listing Agreement forms an integralpart of this report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the report onCorporate Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has voluntarily undertaken various initiatives in the area of CorporateSocial Responsibility (CSR). In terms of the requirements of Section 135 of the CompaniesAct 2013 read with the CSR Rules 2014 the Company has set up a Board Level CSRCommittee to look after the CSR initiatives of the Company. The Committee is headed by Mr.Deepak Batra as Chairperson with Mr. Rajiv Ranka and Mr. Alok Goenka as Members. TheComposition of the CSR Committee is in accordance with Section 135 of the Companies Act2013
The Report on CSR activities undertaken by the Company is attached with this AnnualReport forms an integral part of this Report. Details of the CSR Policy and initiativesadopted by the Company on CSR are available on the Company's Website at www.bajajngp.com.
In terms of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Audit committee of the Board consistof Shri Deepak Batra Chartered Accountant Shri Rajiv Ranka and Shri Alok Goenka as apractice of good Corporate Governance. All the recommendations made by the Audit Committeewere accepted by the Board.
NOMINATION & REMUNERATION COMMITTEE :
In terms of Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Nomination & RemunerationCommittee of the Board consist of Shri Deepak Batra Chartered Accountant Shri RajivRanka and Shri Alok Goenka as a practice of good Corporate Governance.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics comprising Senior Executives of theCompany. Protected disclosures can be made by a whistle blower through an e-mail orletter. The Policy on vigil mechanism may be accessed on the Company's website atwww.bajajngp.com.
'INTERNAL COMPLAINTS COMMITTEE' UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013 :
The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of SexualHarrasment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 andRules framed thereunder the Company has implemented a policy on prevention of SexualHarrasment of Women at workplace. An internal complaints committee has been set up toreceive complaints investigate the matter and report to the management for redressal ofcomplaints of Sexual Harrasment.
During the year no complaints were received by the committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
A Management & Discussion Analysis Report for the year under review is presentedin a separate section forming part of the Annual Report.
PRESENTATION OF FINANCIAL RESULTS :
The Financial Results of the Company for the year ended 31st March 2017 have beendisclosed as per Schedule III of the Companies Act 2013.
MEETINGS OF THE BOARD :
The Board of Directors met Four (4) times during the Financial Year 2016-17 thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.
TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTIONFUND:
Pursuant to the provisions of Section 124 of the Act relevant amounts which remainedunpaid or unclaimed for a period of 7 years have been transferred by the Company to theInvestor Education and Protection Fund (IEPF). The Company has uploaded the details ofunpaid and unclaimed amounts lying with the Company as on 28th September 2016 (date ofthe last Annual General Meeting) on the website of the Company www.bajajngp.com.
Further Section 124(6) of the Act requires that all shares in respect of whichdividend has not been paid or claimed for seven consecutive years or more shall also betransferred to IEPF i.e. to IEPF Suspense Account. The Company is accordingly in theprocess of taking appropriate steps with regard to transfer of such shares in accordancewith the Rules and in line with the necessary guidelines being issued by MCA in thisregard.
CONSERVATION OF ENERGY :
The Company lays great emphasis on savings in the cost of energy consumption. Achievingreduction in the per unit consumption of energy is an ongoing exercise in the Company.Effective measures have been taken to minimize the loss of energy as far as possible.
TECHNOLOGY ABSORPTION :
The technological developments on Ginning & Pressing Machinery has acted as andriving force in structural shift from old outdated to more productive advance machinery.The technology used by the Company is updated as a continuous exercise. The Companyrecognizes that focused initiative on the development of new products would form thebackbone of the Company's future business performance and profitability. Keeping this inview the Company has increased its efforts in terms of development of new products. Atpresent the Company is working on various products under the able leadership of Dr. M.K.Sharma Whole Time Director. Research and Development is a continuous phenomenon in theCompany and due to which the Company is able to launch successfully various new productsto trap the market throughout the year.
FOREIGN EXCHANGE EARNINGS AND OUTGO :
Details of foreign exchange earnings through exports and foreign exchange outgo onaccount of imports expenditure on Traveling and other matters etc. are shown in the NotesNo.13 to the Financial Statement of Notes on Accounts. To avoid repetition the membersare requested to refer to these Notes.
LISTING OF SHARES :
The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd and theCalcutta Stock Exchange Limited. The Company has paid annual listing fees of the StockExchanges for the financial year 2016- 2017. There is no trading of Company's shares atCalcutta Stock Exchange.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act your Directors confirm that:
In the preparation of Annual Accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws.
The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.
The Directors have taken proper and sufficient care toward the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
The Annual Accounts have been prepared on a going concern basis.
The Directors have laid down internal financial controls which are adequate andare operating effectively.
The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Details relating to Deposits covered Under Clause V of the Act;
Issue of Equity Shares with differential rights as to Dividend Voting orotherwise ;
Issue of Shares (including Sweat Equity Shares) to Employees of the Companyreceive any scheme save and except ESOS referred to in this Report ;
No significant or material orders were passed by the Regulators or Court orTribunals which impact the going concern status and Company's operations in future.
Certain Statements in the "Directors' Report" and in the "ManagementDiscussion & Analysis" describing the Company's objectives estimates andexpectations may be forward - looking statements' within the meaning of applicableSecurities Laws and Regulations. Actual results could differ substantially from thoseexpressed or implied.
The Directors are grateful to the Bankers and Financial Institutions for theircontinued support co-operation and assistance during the year. The Directors expresstheir thanks for the sincere and dedicated efforts put in by the workers staff andofficers during the year.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||FOR BAJAJ STEEL INDUSTRIES LIMITED |
|PLACE : NAGPUR || |
|DATED : 09.08.2017 ||ROHIT BAJAJ |
| ||CHAIRMAN & MANAGING DIRECTOR |
ANNEXURE TO THE DIRECTOR'S REPORT
PARTICULARS OF CONTRACTS /ARRANGEMENTS MADE WITH RELATED PARTIES :
(Pursuant to Clause(h) of Section 134(3) of the Companies Act 2013 and Rule 8(2) ofthe Companies (Accounts) Rules 2014- AOC- 2 )
This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the Company with related parties referred to in Section 188(1) of the CompaniesAct 2013 including certain arm's length transactions under third proviso thereto. Detailsof contracts or arrangements or transactions not at arm's length basis :
There were no contracts or arrangements or transactions entered into during the yearended March 31 2017 which were not at arm's length basis.
Details of material contracts or arrangement or transactions at arm's length basis :
The details of material contracts or arrangement or transactions at arm's length basisfor the year ended March 31 2017 are as under :
1. SALE / PURCHASE /SUPPLY OF GOODS :
|Name of the Related Party ||Nature of Relationship ||Nature of Contract ||Duration ||Particulars of Contract ||Advance |
|Bajaj Reinforcements LLP ||Director is a Designated Partner ||Sale ||Yearly ||Sale of Materials ||NIL |
|Rohit Machines & Fabricators Ltd ||A person is a Director & holds more then 2% shares with his relative ||Sale ||Yearly ||Sale of Materials ||NIL |
|Luk Techinical Services Pvt Ltd ||Director is a Member in the Co. ||Sale ||Yearly ||Sale of Materials ||NIL |
|Bajaj Coneagle LLC ||Director is a Director in the Co. ||Sale / Purchase ||Yearly ||Sale/ Purchase of Materials ||NIL |
|Bajaj Polymin Limited ||Director is a Director in the Co. ||Sale ||Yearly ||Sale of Materials ||NIL |
2. AVAILMENT OF THE SERVICES :
|Name of the Related Party ||Nature of Relationship ||Nature of Contract ||Duration ||Particulars of Contract ||Advance |
|Luk Infrastructure Pvt. Ltd. ||Director is a Member ||Manpower Supply ||Renewable on yearly basis ||Availment of Manpower Services ||NIL |
|Rent ||Renewal after 10 yrs Execution Date : 01.09.2013 ||Lease of Flat No. 701 Sai Ankur 122 Ramdaspeth Nagpur ||NIL |
|Bajaj Exports Private Ltd ||Director is a Member ||Manpower Supply ||Renewable on yearly basis ||Availment of Manpower Services ||NIL |
|Rent ||Renewable on yearly basis ||Lease of Plot D-5/2 MTDC Hingna Nagpur ||NIL |
|Bajaj Trade Development Ltd ||Director is a Director & holds more then 2% shares with his relative ||Rent ||Renewal after 10 yrs Execution Date : 01.10.2007 ||Lease of Godown at Plot No. D-4 MIDC Hingna Nagpur ||NIL |
|Luk Bedrocks Pvt. Ltd. ||Director is a Member ||Manpower Supply ||Renewable on yearly basis ||Availment of Manpower Services ||NIL |
|Plast Master Batches Ltd ||Director as a Director & holds more then 2% shares with his relative ||Manpower Supply ||Renewable on yearly basis ||Availment of Manpower Services ||NIL |