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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 Sixtieth Annual Report and Statementof Accounts for the year ended 31st March 2020.

Financial Summary of the Company

The Company's financial performance for the year ended March 31 2020 is summarisedbelow.

Particular 2019-20 (?) 2018-19 (?)
Profit / (Loss) for the year before tax (30883953) 16978099
Less: Provision for taxes - 2000000
Less: Income Tax Adjustments - -
Less: Deferred tax / (Assets) (net) (7335637) 406279
Add: Income Tax Refund -

-

Profit/(Loss) for the year after tax (23548316) 14571820

Brief Description of the company's working

With the challenging economic condition & financial constrains in the previousyear the company is now downsizing its operation and looking to focus more on value addedproducts with limited work force and smaller area on rent.

Due to the ongoing worldwide pandemic outlook for this year looks extremely bleak andmargin will continue to be under pressure.

We have surrendered the tenancy of the Factory Building on which we were carrying outthe manufacturing operations of the Company for commercial reasons. Further the companywill be shifting its operations to another factory building in Navi Mumbai. The operationsof the company will resume at the new premises from the third week of October 2020.Besides our operations for the quarter were also affected due to disruptions caused byCovid-19 and local lockdowns. The operations of the company will continue being impacteddue to the same.

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 2020 are prepared in duecompliance of the Schedule III of the Companies Act 2013.

Cash Flow Statement:

A Cash Flow Statement for the year 2019-20 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 2020 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 2020. It has notaccepted any fixed deposits during the year.

Auditor & Audit Report Statutory Auditors

The Statutory Auditors of the Company M/s Mahendra Kumbhat & Associates CharteredAccountants have been re-appointed in the last Annual General Meeting for a period offive years upto the conclusion of the 64th Annual General Meeting of theCompany.

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.

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 2019-20.

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 (Mem No. 6607CP No. 7030) Mumbai to undertake the Secretarial Audit of the company. The SecretarialAudit report for the year 2019-20 in the prescribed form MR-3 is annexed herewith as'Annexure-II' The report does contain any qualification. Further as stipulated pursuantto SEBI Circular dated 8 February 2019 annual secretarial compliance report of LeenaAgrawal confirming compliance by company of all applicable SEBIRegulations/Circulars/Guidelines during the financial year ended 31 March 2020 is beingsubmitted to stock exchanges. There are no observations reservations or qualifications inthe 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.

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 2020 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 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 belowRs. 10 crores and its net worth is also much below Rs. 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 ? 156.84 lacs.

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 n' 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 2019-20.

Number of Meetings of the Board

The Board met 4 times during the financial year 2019-20 on 29.05.2019 09.08.201907.11.2019 and 10.02.2020. 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. Mrs. Manju Devi Jajodia who retires by rotation at the ensuing Annual GeneralMeeting under the provisions of the Companies Act 2013 and being eligible offers herselffor re-appointment.

2. Mr. Avinash Jajodia is being re-appointed as the Chairman and Managing Director ofthe Company for a period of 3 years w.e.f. 12.06.2020 in the ensuing Annual GeneralMeeting in accordance with section 196 of the Companies 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 2020 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 2020 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

Board evaluation

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 70 (which includes 39Workers 29 Staff) and Chairman & Managing Director and Whole Time Director as onMarch 31 2020.

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) of the CompaniesAct 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in 'Annexure-III' 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 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