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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 Fifty-Ninth Annual Report andStatement of Accounts for the year ended 31st March 2019.

Financial Summary of the Company

The Company's financial performance for the year ended March 31 2019 is summarisedbelow.

Particular 2018-19 2017-18
(र) (र)
Profit / (Loss) for the year before tax 16978099 (871364)
Less: Provision for taxes 2000000
Less: Income Tax Adjustments -
Less: Deferred tax / (Assets) (net) 406279 (315023)
Add: Income Tax Refund
Profit/(Loss) for the year after tax 14571820 (556341)

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-align thecost structure. Turnover has decreased by 30% due to steep fall in iron ore prices hencemargin continue to be under pressure and the current scenario looks bleak.

The Company has sold its factory Land and Building and cleared its loans. This resultedin a profit of 1.69 crores to the Company.

Dividend

The Directors do not recommend any dividend for the year in the absence of eligibleprofit required for distribution in terms of provisions of Section 123 of the CompaniesAct 2013.

Transfer to Reserves

In view of past losses incurred by the Company during the year no amount has beentransferred to the General Reserve.

Presentation of Financial Statements:

The financial statements for the year ended 31st March 2019 are prepared in duecompliance of the Schedule III of the Companies Act 2013.

Cash Flow Statement:

A Cash Flow Statement for the year 2018-19 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 2019 in theprescribed Form No. MGT-9 is annexed to this Board's Report - ‘Annexure-I'

Public Deposits

The Company had no unpaid /unclaimed deposits as on 31st March 2019. It has notaccepted any fixed deposits during the year.

Auditor & Audit Report

Statutory Auditors

The five-year term of the Statutory Auditors of the Company M/s Mahendra Kumbhat &Associates Chartered Accountants will come to an end at the ensuing Annual GeneralMeeting. They have confirmed their eligibility and willingness to accept office ofAuditors if re-appointed. The re-appointment of Statutory Auditors of the Company shallbe from the conclusion of the forthcoming Annual General Meeting till the conclusion ofthe 64th Annual General Meeting of the Company. Your Directors recommend theirreappointment for the next term of five years.

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

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

Cost Auditors

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 2018-19.

Secretarial Audit

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 2018-19 in the prescribed form MR-3 is annexed herewith as‘Annexure-II' The report does contain any qualification.

Further as stipulated pursuant to SEBI Circular dated 8 February 2019 annualsecretarial compliance report of Leena Agrawal confirming compliance by company of allapplicable SEBI Regulations/Circulars/ Guidelines during the financial year ended 31 March2019 is being submitted to stock exchanges. There are no observations reservations orqualifications in the said 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.

Material Changes and Commitments

The Company has disposed off its Land and Building during the year.

Internal Financial Controls

The company has in place adequate internal financial controls along with periodicalinternal review of operational effectiveness and substance which are commensurate with thenature of its business and the size and complexity of its operations. The Internalfinancial controls were tested and no reportable material weakness in the design-oroperation was observed.

Share Capital

The paid up Equity Share Capital as at March 31 2019 stood at र 16750000/-During the year under review the company has not issued shares with differential votingrights and has not granted any stock option or sweat equity.

Corporate Governance Report

The Company is falling under criteria 1.a. of the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September 2014 and its paid-up capital is much below र 10crores and its net worth is also much below र 25 crores and hence CorporateGovernance report is not applicable to the Company.

Details on Conservation of Energy Technology Absorption and Foreign Exchange Earningsand 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 र 65.23 lakhs.

Particulars of Contracts or arrangements with Related Parties:

All 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 lengthbasis. During the year the company had not entered in to 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.

Your Directors draw attention of the members to 'Note No. 34 Part R' to the financialstatement which sets out related party disclosures.

The policy on materiality of related party transactions and dealings with related 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 loans or guarantees given or investments made by your company during thefinancial year 2018-19.

Number of Meetings of the Board

The Board met 4 times during the financial year 2018-19 on 30.05.2018 13.08.201802.11.2018 and 08.02.2019. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

Details of Directors and Key Managerial Personnel who were appointed and resignedduring the year

Appointment of Directors

1. Shri Avinash Jajodia who retires by rotation at the ensuing Annual General Meetingunder the provisions of the Companies Act 2013 and being eligible offers himself forre-appointment.

2. Shri N. G. Khaitan being eligible is being re-appointed as an Independent Directorin the ensuing Annual General Meeting for a second term of 5 (five) consecutive years.

3. Shri Hemant Murarka being eligible is being re-appointed as an IndependentDirector in the ensuing Annual General Meeting (w.e.f. 29th May 2019) for a second termof 5 (five) consecutive years.

Resignation of Directors

Shri K. S. Shikari (DIN: 0359 9824) and Shri P.L. Dabral (DIN: 00154892) IndependentDirectors of the Company have resigned from the Board of Directors of the Company. W.e.f26th March 2019.

The resignation is pursuant to Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which states that no listed entity shallappoint a person or continue the directorship of any person as a non-executive directorwho has attained the age of seventy five years unless a special resolution is passed tothat effect.

Changes in Key Managerial Personnel

The Company has appointed Ms. Anuradha Tendulkar as the Company Secretary &Compliance Officer w.e.f. 30th March 2019.

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 2019 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 2019 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 the company to the effectthat they meet the criteria of independence as provided in sub-section (6) of Section 149of the Companies Act 2013 and Regulation 16 of the SEBI Listing Regulation.

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

Annual evaluation of the Board Committees and individual Directors Pursuant to theprovisions of the Companies Act 2013 and Regulation 25 (4) of the listing Regulations the Board of Directors has approved the criteria for performance evaluation of allDirectors the Committees of Directors and the Board as a whole on the Recommendation ofthe Nomination and Remuneration Committee of the Company. An annual performance evaluationof all Directors the Committee of Directors and the Board as a whole was carried outduring year. For the purpose of carrying out performance evaluation assessmentquestionnaires were circulated to all Directors and their feedback was obtained andrecorded.

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:

• 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 80 (which include 47Worker 31 Staff and Chairman & Managing Director and Whole Time Director as on March31 2019.

Industrial Relations

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) ofthe Companies Act 2013 read with rule 5(1) of the companies (appointment and Remunerationof managerial personnel) rules 2014 are provided in ‘Annexure-III' to the Board'sReport.

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 Code 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 its 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 safeguard against victimisation of theemployees who avail the mechanism and also provides for direct access to the chairman ofthe 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.

Secretarial Standards of ICSI

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

Acknowledgement

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
Chase Bright Steel Limited
Sd/-
Avinash Jajodia
Date: 9th August 2019 (DIN: 00074886)
Place: Mumbai Chairman & Managing Director