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Chase Bright Steel Ltd.

BSE: 504671 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE839Q01019
BSE 05:30 | 01 Jan Chase Bright Steel Ltd
NSE 05:30 | 01 Jan Chase Bright Steel Ltd

Chase Bright Steel Ltd. (CHASEBRIGHTST) - Director Report

Company director report

Dear Members

Your Directors have pleasure in submitting their Sixty First AnnualReport and Statement of Accounts for the year ended 31st March 2021.

Financial Summary of the Company

The Company's financial performance for the year ended March 312021 is summarised below.

Particular 2020-21 2019-20
(Rs.)
Profit / (Loss) for the year before tax (72984559) (30883953)
Less: Provision for taxes - -
Less: Income Tax Adjustments 67892 -
Less: Deferred tax / (Assets) (net) 15568627 (7335637)
Add: Income Tax Refund -
Profit/(Loss) for the year after tax (88621078) (23548316)

Brief Description of the company's working

With the challenging economic condition & ongoing pandemicsituations the company is facing severe financial constraints. The company is downsizedits operation and looking to focus more on trading and limiting its manufacturingactivities. Due to the ongoing worldwide pandemic outlook for this year looks extremelybleak and margin will continue to be under pressure. At present the Company does not haveany manufacturing facility of its own and most of the workers / staff of the Company haveleft the employment. These conditions indicate the existence of material uncertainty aboutthe Company's ability to continue as a going concern which is dependent on the Companyestablishing profitable operations and sustainable cash flows. The Management is in theprocess of further rationalizing the expenses continuously reducing its liabilities andalso considering the measures to generate additional revenue apart from revenue generatedduring the year. Accordingly the Company continues to prepare its accounts on a"Going Concern" basis. The Auditors in their audit report for the year ended31st March 2021 have also given Emphasis of Matter on the same.

Dividend

The Directors do not recommend any dividend for the year in the absenceof eligible profit required for distribution in terms of provisions of Section 123 of theCompanies Act 2013.

Transfer to Reserves

In view of past losses incurred by the Company during the year noamount has been transferred to the General Reserve.

Presentation of Financial Statements:

The financial statements for the year ended 31st March 2021 areprepared in due compliance of the Schedule III of the Companies Act 2013.

Cash Flow Statement:

A Cash Flow Statement for the year 2020-21 is included in the annexedStatement of Accounts.

Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Actand the Companies (Management and Administration) Rules 2014 the Annual Return in Formno. MGT-7 can be accessed on the website of the Company i.e. www.chasebright.com

Public Deposits

The Company had no unpaid /unclaimed deposits as on 31st March 2021.It has not accepted any fixed deposits during the year.

Auditor & Audit Report Statutory Auditors

The Statutory Auditors of the Company M/s Mahendra Kumbhat &Associates Chartered Accountants have been re-appointed in the Sixtieth Annual GeneralMeeting for a period of five years upto the conclusion of the 64th AnnualGeneral Meeting of the Company.

The Notes on financial statement referred to in the Auditors'Report are self explanatory and do not call for any further comments. The Auditors Reportdoes not contain any qualification reservation or adverse remark.

No frauds were reported by auditors under Section 143 (12) of theCompanies Act 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013and Companies (Cost Records and Audit) Rules 2014 the company were not covered for thecost audit and consequently the company had not appointed Cost Auditor for the financialyear 2020-21.

Secretarial Audit

In accordance with the provision of Section 204 of the Companies Act2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the company has appointed M/s Leena Agrawal & Co. Practising Company Secretaries

(Mem No. 63407 CP No. 23780) Mumbai to undertake the SecretarialAudit of the company. The Secretarial Audit report for the year 2020-21 in the prescribedform MR-3 is annexed herewith as ‘Annexure-I' The report does contain anyqualification.

Further as stipulated pursuant to SEBI Circular dated 8 February 2019annual secretarial compliance report of Leena Agrawal confirming compliance by company ofall applicable SEBI Regulations/Circulars/Guidelines during the financial year ended 31March 2021 is being submitted to stock exchanges. There are no observations reservationsor qualifications in the said report.

Details of Subsidiary / Joint Ventures / Associates

The Company does not have any subsidiary/ Joint Venture or Associateand hence no disclosure is applicable.

Significant and Material Orders passed by the Regulators or Courts

No material orders were passed by any Regulators or Courts or Tribunalsduring the financial year under review impacting the going concern status of thecompany's operations.

Internal Financial Controls

The company has in place adequate internal financial controls alongwith periodical internal review of operational effectiveness and substance which arecommensurate with the nature of its business and the size and complexity of itsoperations. The Internal financial controls were tested and no reportable materialweakness in the design-or operation was observed.

Share Capital

The paid up Equity Share Capital as at March 31 2021 stood at16750000/- During the year under review the company has not issued shares withdifferential voting rights and has not granted any stock option or sweat equity.

Corporate Governance Report

The Company is falling under criteria 1.a. of the SEBI CircularCIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and its paid-up capitalis much below Rs. 10 crores and its net worth is also much below Rs. 25 crores and henceCorporate Governance report is not applicable to the Company.

Details on Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014

Conservation of energy During the year under review the company maintained power factor to unit throughout the year resulting in getting maximum rebate in electricity bills.
Technology absorption No expenditure is incurred by the Company attributable to Technology absorption during the year.
Expenditure on Research & Development No expenditure is incurred by the Company attributable to Research & Development during the year.
Foreign exchange earnings and Outgo During the year under review FOB value of export to manufactured goods Nil lacs.

Particulars of Contracts or arrangements with Related Parties:

All contracts/ arrangements/ transactions entered by the Company duringthe financial year with related parties were in the ordinary course of business and on anarm's length basis. During the year the company had not entered in to any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to ‘Note No. 34 Partm' to the financial statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealingswith related party transactions as approved by the Board may be accessed on theCompany's website.

Particulars of Loans Guarantees or Investments by Company

There were no loans or guarantees given or investments made by yourcompany during the financial year 2020-21.

Number of Meetings of the Board

The Board met 5 times during the financial year 2020-21 on 10.06.202029.07.2020 28.08.2020 11.11.2020 and 13.02.2021. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

Details of Directors and Key Managerial Personnel who were appointedand resigned during the year

Appointment of Directors

1. Mrs. Avinash Jajodia who retires by rotation at the ensuing AnnualGeneral Meeting under the provisions of the Companies Act 2013 and being eligible offershimself for re-appointment.

Resignation of Directors and Key Managerial Personnel

1. Shri N.G. Khaitan (DIN: 00020588) Independent Director has resigned from the Boardof Directors of the Company w.e.f. 1st August 2021.

2. Smt. Manju Devi Jajodia (DIN: 00075394) Whole Time Director has resigned from theBoard of Directors of the Company w.e.f. 1st August 2021.

3. Ms. Anuradha Tendulkar (ACS 55173) Company Secretary and Compliance Officer will beresigning from the Company w.e.f. 1st October 2021.

Directors' Responsibility Statement

As required by sub-section (5) of Section 134 of the Companies Act2013 the Directors state that-

a) In the preparation of the annual accounts for the year ended March 31 2021 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 2021 and of the profit 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.

Directors

Statement on Declaration given by Independent Directors:

All the Independent Directors have submitted declarations to thecompany to the effect that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16 of the SEBIListing Regulation.

The Company has also devised a Policy on Familiarization Program forIndependent Directors which aims to familiarize the Independent Directors with theCompany nature of the industry in which the Company operates business operations of theCompany etc.

The said Policy may be accessed on the Company's website at thewww.chasebright.com

Policy on Directors appointment and Remuneration Policy.

The Board on recommendation of Nomination & Remuneration Committeehas framed a policy for selection and appointment of Directors Senior Management andtheir remuneration. The Policy is also available on the website of Company i.e.www.chasebright.com

Board evaluation

Annual evaluation of the Board Committees and individual DirectorsPursuant to the provisions of the Companies Act 2013 and Regulation 25 (4) of the listingRegulations the Board of Directors has approved the criteria for performance evaluationof all Directors the Committees of Directors and the Board as a whole on theRecommendation of the Nomination and Remuneration Committee of the Company. An annualperformance evaluation of all Directors the Committee of Directors and the Board as awhole was carried out during year. For the purpose of carrying out performance evaluationassessment questionnaires were circulated to all Directors and their feedback was obtainedand recorded.

Committees of the Board

The Board of Directors have constituted following committees in orderto effectively cater its duties towards diversified role under the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

Audit Committee;

Nomination and Remuneration Committee;

Share Transfer Committee;

Stakeholder Relationship Committee

Employee Strength

The total number of employees on the rolls of the company was 14 (whichincludes 0 Workers 12 Staff) and Chairman & Managing Director and Whole TimeDirector as on March 31 2021.

Industrial Relations

Industrial relations at the Company's plants continue to becordial.

Ratio of the Remuneration of each Director to the Median EmployeesRemuneration (Section 197 (12)

Details pertaining to remuneration as required under section 197 (12)of the Companies Act 2013 read with rule 5(1) of the companies (appointment andRemuneration of managerial personnel) rules 2014 are provided in ‘Annexure-II'to the Board's Report.

Disclosure as per the Sexual Harassment of Women at work place(Prevention Prohibition and Redressal) Act 2013

The Company has always believed in a policy against sexual harassmentwhich has also found its place in the governing Code of Conduct and Ethics applicable toits employees which includes a mechanism to redress such complaints. During the year underreview there were 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 formalmechanism to the Directors Employees and its stakeholders to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. The policy provides for adequate safeguard against victimisationof the employees who avail the mechanism and also provides for direct access to thechairman of the Audit Committee. It is affirmed that no personnel of the Company has beendenied access to the Audit Committee. The Whistle Blower Policy is posted on the websiteof the Company at the www.chasebright.com

Particulars of Employees and Related Disclosures

There were no employees drawing remuneration during the year underreview in excess of the limits laid down under Section 197(12) of the Act read with rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Secretarial Standards of ICSI

The Secretarial Standards issued by the ICSI on Meeting of Board ofDirectors SS-1 and General Meeting SS-2 are being complied by the Company.

Acknowledgement

Your Directors would like to express their sincere appreciation for theassistance and cooperation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby the Company's executives staff and workers.

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