Your Directors have pleasure in submitting their Fifty-Eight Annual Report andStatement of Accounts for the year ended 31st March 2018.
Financial Summary of the Company
The Company's financial performance for the year ended March 31 2018 is summarisedbelow.
|Particular ||2017-18 ||2016-17 |
|Profit / (Loss) for the year before tax ||(871.364) ||(14141414) |
|Less: Provision for taxes ||- ||- |
|Less: Income Tax Adjustments ||- ||53155 |
|Less: Deferred tax / (Assets) (net) ||(315023) ||(2977739) |
|Add: Income Tax Refund ||- ||- |
|Profit/(Loss) for the year after tax ||(556341) ||(11 110520) |
Brief Description of the company's working
With the challenging economic conditions in the previous year continuing in the currentyear your company has focused on improving productivity eliminating waste re-atign thecost structure. The company has made a toss after tax of ' (5.56) tacs as compared to tossof ' (111.11) tacs in the previous year Turnover has decreased by 30% due to steep fatt iniron ore prices hence margin continue to be under pressure and the current scenario tooksbteak.
The Company in order to reduce its debt burden has decided in its board meeting hetd on13.08.2018 to sett the tand and Buitding of the factory Premises at Rabate admeasuring2100 sq. mtrs at a price not tess than 6.75 Crores and continue its operations from ateased premises.
The Directors do not recommend any dividend for the year in the absence of etigibteprofit required for distribution in terms of provisions of Section 123 of the CompaniesAct 2013.
Transfer to Reserves
In view of tosses incurred by the Company during the year no amount has beentransferred to the Generat Reserve.
Presentation of Financial Statements:
The financiat statements for the year ended 31st March 2018 are prepared in duecomptiance of the Schedute III of the Companies Act 2013
Cash Flow Statement:
A Cash Flow Statement for the year 2017-18 is included in the annexed Statement ofAccounts.
Extract of the Annual Return
Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 and Rulesframed thereunder an extract of the annual return as on 31st March 2018 in theprescribed Form No. MGT-9 is annexed to this Board's Report - Annexure-I'
The Company had no unpaid /unclaimed deposits as on 31st March 2018. It has notaccepted any fixed deposits during the year.
The Statutory Auditors of the Company M/s. Mahendra Kumbhat & Associates CharteredAccountants retiring at the ensuing Annual General Meeting and have confirmed theireligibility and willingness to accept office of Auditors if re-appointed. The appointmentof Statutory Auditors of the Company shall be from the conclusion of the forthcomingAnnual General Meeting till the conclusion of the next Annual General Meeting of theCompany. Your Directors recommend their reappointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
No frauds were reported by auditors under Section 143 (12) of the Companies Act 2013.
Pursuant to the provisions of Section 148 of the Companies Act 2013 and Companies(Cost Records and Audit) Rules 2014 the company were not covered for the cost audit andconsequently the company had not appointed Cost Auditor for the financial year 2017-18.
In accordance with the provision of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed M/s Leena Agrawal & Co. Practising Company Secretaries (MemNo.6607CPNo.7030) Mumbai to undertake the Secretarial Audit of the company. The SecretarialAudit report for the year 2017-18 in the prescribed form MR-3 is annexed herewith asAnnexure-II' The report does contain any qualification except that company has notcomplied with the provision of Section 203 of the Companies Act 2013 with regard toappointment of Key Managerial Personnel as no Company Secretary is appointed and thecompany has not appointed a qualified Company Secretary as a Compliance officer inaccordance with regulation 6 of SEBI (listing Obligations & Disclosure Requirements)Regulations 2015. Further certain non compliance with the SEBI (LODR) Regulations 2015 isalso reported as stated in the Secretarial Audit Report forming part of this Report.
Details of Subsidiary / Joint Ventures / Associates
The Company does not have any subsidiary/ Joint Venture or Associate and hence nodisclosure is applicable.
Significant and Material Orders passed by the Regulators or Courts
No material orders were passed by any Regulators or Courts or Tribunals during thefinancial year under review impacting the going concern status of the company'soperations. However the company has delayed its installments for loan repayment and thefinancial creditor has referred the matter for arbitration for the same for an amount of '1.50 crores.
Internal Financial Controls
The company has in place adequate internal financial controls with were tested and noreport able material weakness in the design-or operation was observed.
The paid up Equity Share Capital as at March 31 2018 stood at ' 16750000/-. Duringthe year under review the company has not issued shares with differential voting rightsand has not granted any stock option or sweat equity.
Corporate Governance Report
The Company is fatting under criteria 1.a. of the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September 2014 and its paid up capital is much betow 10crores and its net worth is also much betow 25 crores and hence Corporate Governancereport is not applicable to the Company.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
|Conservation of energy ||During the year under review the company maintained power factor to unit throughout the year resutting in getting maximum rebate in etectricity bitts. |
|Technotogy absorption ||No expenditure is incurred by the Company attributabte to Technotogy absorption during the year |
|Expenditure on Research & ||No expenditure is incurred by the Company attributabte to Research& |
|Devetopment ||Devetopment during the year |
|Foreign exchange earnings and Outgo ||During the year under review FOB vatue of export to manufactured goods ' 178.63 takhs. |
Particulars of Contracts or arrangements with Related Parties:
Att contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's tengthbasis. During the year the company had not entered in to any contract/ arrangement/transaction with retated parties which coutd be considered materiat in accordance with thepoticy of the Company on materiatity of retated party transactions.
Your Directors draw attention of the members to Note No.34 Part S' to thefinanciat statement which sets out retated party disctosures.
The poticy on materiatity of retated party transactions and deatings with retated partytransactions as approved by the Board may be accessed on the Company's website.
Particulars of Loans Guarantees or Investments by Company
There were no toans or guarantees given or investments made by your company during thefinanciat year 2017-18.
Number of Meetings of the Board
The Board met 5 times during the financial year 2017-18 on 27.05.2017 04.08.201712.09.2017 1 1.12.2017 and
09.02.2018. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
Appointment of Directors
Mrs. Manju Devi Jajodia who retires by rotation at the ensuing Annual General Meetingunder the provisions of the Companies Act 2013 and being eligible offers herself forre-appointment.
Further Mrs. Manju Devi Jajodia is also being re-appointed as Whole Time Director for aperiod of 3 years w.e.f.
01.09.2018. in the ensuing Annual General Meeting in accordance with section 196 of theCompanies Act 2013.
Directors' Responsibility Statement
As required by sub-section (5) of Section 134 of the Companies Act 2013 the Directorsstate that-
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the loss ofthe Company for the year ended as on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors have devised proper systems to ensure compliance with all applicablelaws and that such systems are adequate and operating effectively.
Statement on Declaration given by Independent Directors:
All the Independent Directors have submitted declarations to the company to the effectthat they meet the criteria of independence as provided in sub-section (6) of Section 149of the Companies Act 2013.
The Company has also devised a Policy on Familiarization Programme for IndependentDirectors which aims to familiarize the Independent Directors with the Company nature ofthe industry in which the Company operates business operations of the Company etc. Thesaid Policy may be accessed on the Company's website at the www.chasebright.com
Policy on Directors appointment and Remuneration Policy.
The Board on recommendation of Nomination & Remuneration Committee has framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The Policy is also available on the website of Company i.e.www.chasebright.com
Pursuant to the provisions of the Companies Act 2013 the Board of Directors hasapproved the criteria for performance evaluation of all Directors the Committees ofDirectors and the Board as a whole on the Recommendation of the Nomination andRemuneration Committee of the Company. An annual performance evaluation of all Directorsthe Committee of Directors and the Board a saw hole was carried out during year For thepurpose of carrying out performance evaluation assessment questionnaires were circulatedto all Directors and their feedback was obtained and recorded.
Committees of the Board
The Board of Directors have constituted following committees in order to effectivelycater its duties towards diversified role under the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 :
Nomination and Remuneration Committee;
Share Transfer Committee;
Stakeholders Relationship Committee
The total number of employees on the rolls of the company was 83 (which include 52Worker 29 Staff and Chairman & Managing Director and Whole Time Director as on March31 2018.
Industrial relations at the Company's plants continue to be cordial.
Ratio of the Remuneration of each Director to the Median Employees Remuneration(Section 197 (12)
Details pertaining to remuneration as required under section 197 (12) of the CompaniesAct 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in Annexure-IH' to the Board's Report.
Disclosure as per the Sexual Harassment of Women at work place (Prevention Prohibitionand Redressal) Act 2013
The Company has always believed in a policy against sexual harassment which has alsofound its place in the governing Codes of Conduct and Ethics applicable to its employeeswhich includes a mechanism to redress such complaints. During the year under review therewere no complaints of sexual harassment at any of the units.
Vigil Mechanism /Whistle Blower Policy
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors Employees and it stakeholders to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee. The Whistle Blower Policy is posted on the website of theCompany at the www.chasebright.com
Particulars of Employees and Related Disclosures
There were no employees drawing remuneration during the year under review in excess ofthe limits laid down under Section 197(12) of the Act read with rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board of Directors |
| ||M/s. Chase Bright Steel Limited |
| ||Avinash Jajodia |
|Date: 13th August 2018 ||(DIN 00074886) |
|Place: Mumbai ||Chairman & Managing Director |