Your Directors have pleasure in presenting the 33 Annual Report of the Company togetherwith the Audited Financial Statements for the Financial Year ended on March 31 2017.
The Accounting year of the Company in previous year has been changed from July June toApril-March in line with the provision of the Companies Act 2013 which prescribe auniform financial year. Accordingly last year's Annual Accounts and Report of the Companyare for a period of nine months from July 1 2015 to March 31 2016. These figurestherefore are not comparable with current year ended on March 31 2017 of twelve months.
FINANCIAL RESULTS FOR THE YEAR ENDED ON MARCH 31 2017
(Amount in Rs. )
|Particulars ||Financial Year Ended on March 31 2017 ||9 Months Ended on March 31 2016 |
|Total Revenue ||1614474 ||2366606 |
|Total Expenses ||2107238 ||3644896 |
|Interest ||- ||- |
|Profit / (Loss) before exceptional and Extraordinary Items and Tax ||(492764) ||(1278290) |
|Tax Expense ||- ||- |
|Profit / (Loss) for the year from Continuing Operations ||(492764) ||(1278290) |
|Balance Carried to Balance Sheet ||(492764) ||(1278290) |
The total income of the Company in the current year has been Rs. 1614474/- and in theprevious year it was Rs. 2366606. Your Company has incurred loss of Rs. 492764/- in thecurrent year and in the previous year it was Rs. 1278290/-.
DIVIDEND AND TRANSFER TO RESERVE
In view of the loss for the year ended on March 31 2017 no amount is proposed to betransferred to the reserve(s) and your Directors have not recommended payment of anydividend for the year under review.
During the aforesaid period there was no change in the paid up Equity Share Capital inthe Financial Year ended on March 31 2017.
MEETINGS OF THE BOARD
Seven (7) Board Meetings were held during the financial year ended on March 31 2017.The details of the Board Meetings with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has constituted following committees of Directors to deal with matters andmonitor the activities falling within the respective terms of reference:- Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee
Corporate Social Responsibility Committee
The details of the membership terms of reference and attendance at the meetings of theabove Committees of the Board are provided in the Corporate Governance Report forming apart of this Annual Report. There has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.
Directors Retiring By Rotation
Pursuant to the provisions of the Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajnikant Sandesara (DIN: 01671907)Non-Executive Director retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.
Appointment of Independent Director
The Board of Director has on the Recommendation of the Nomination & Remunerationcommittee appointed Mr. Neeraj Sharma as Independent Director on August 30 2016 pursuantto Companies Act 2013 and his appointments as Independent Directors of the company forterm of five years was approved in the Shareholder annual General Meeting held onSeptember 28 2016.
Mr. Tirthesh Thakkar (DIN: 01247869) and Mr. Sanjay Chohan (DIN: 03249844) Director'sstepped down from the Board with effect from August 30 2016
DECLARATION OF INDEPENDENCE BY DIRECTOR
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Companies Act 2013 the Board hereby confirm that all the Independent Directors ofthe Company have given a declaration and have confirmed that they meet the criteria ofindependence as provided in the said Section 149(6) read with Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary Joint Venture and associate Company for theyear ended on March 31 2017. The Board has approved a policy for determining materialsubsidiaries and same is uploaded on the website of the company. The web link for the sameis as under; www.ensasteel.com/Pages/policy.aspx
During the year ended on March 31 2017 your Company has not accepted any fixeddeposits from the public falling under Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014. Thus as on March 31 2017 there were nodeposits which remained unpaid or unclaimed and due for repayment.
As per the provisions of the Act the period of office of M/s. H. S. Hathi & Co.Chartered Accountants Statutory Auditors of the Company expires at the conclusion of theensuing Annual General Meeting.
It is proposed to appoint M/s. Mukesh & Associates Chartered Accountants asAuditors of the Company for a term of 5(Five) consecutive years. M/s. Mukesh &Associates Chartered Accountants have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.
AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS
The observations and comments given by Auditors in their report read together withnotes to Accounts are self- explanatory and hence do not call for any further commentsunder Section 134 of the Act. The Auditors' Report does not contain any qualificationreservation or adverse remark.
A Secretarial Audit was conducted during the year ended on March 31 2017 by theSecretarial Auditor M/s. S Bhattbhatt & Co Company Secretaries in Practice. There areobservations made by the Secretarial Auditor in their Report. The Report of SecretarialAudit in form of MR-3 for year ended on March 31 2017 is attached as Annexure-V.
RELATED PARTY TRANSACTIONS
All contract(s) / arrangement(s) / transaction(s) entered into by your Company with itsrelated parties during the year under review were: In "ordinary course ofbusiness" of the Company; On "an arm's length basis"; and Not"material"
As per the provisions of Section 188(1) of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014. Accordingly Form AOC-2 prescribed under theprovisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules2014 for disclosure of details of Related Party Transactions which are "not atarm's length basis" and also which are "material & at arm's lengthbasis" is not provided as an annexure of the Directors' Report.
Further pursuant to the provisions of the Act and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Board hasapproved and adopted a Policy on Related Party Transactions. The said policy is availableon your Company's website viz. www.ensasteel.com/Pages/policy.aspx
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid by the Company.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not granted any loan or guarantee and does not have any investments asprescribed under section 186 of the Companies Act 2013 for the year ended on March 312017.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year ended on March 31 2017 there were no such orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal control procedures commensurate with its size andnature of business. The business control procedures ensure efficient use and protection ofCompany's resources and compliance with policies procedures and statutory requirements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which occurred between the year ended on March 31 2017 to which thefinancial statements relate and the date of this report.
NOMINATION AND REMUNERATION POLICY
The Company follows a policy on Nomination and Remuneration Committee of Directors andSenior Management Employees. The Policy is approved by the Nomination and RemunerationCommittee. The Policy of the above is attached in Annexure-III.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is a company's sense of responsibilitytowards the community and environment in which it operates. It is the continuingcommitment by business to behave ethically and contribute to economic development of thesociety at large and building capacity for sustainable livelihoods. The Company believesin conducting its business responsibly fairly and in a most transparent manner. Itcontinually seeks ways to bring about an overall positive impact on the society andenvironment where it operates and as a part of its social objectives.
This policy has been formally formulated and adopted in terms of Section 135 of theCompanies Act 2013 and Rules framed there under to undertake CSR activities.
The responsibilities of the CSR Committee include:
1. Formulating and recommending to the Board of Directors the CSR Policy and indicatingactivities to be undertaken.
2. Recommending the amount of expenditure for the CSR activities.
3. Monitoring CSR activities from time to time.
In view of the losses for the year under review your Company was not required to spendany amount towards the CSR activities as per the applicable provisions of Section 135 ofthe Companies Act 2013. Accordingly the details of the CSR activities during the yearunder review are not provided in this Report.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of non-executive Directors. The same wasdiscussed in the board meeting that followed the meeting of the independent Directors atwhich the performance of the board its committees and individual Directors was alsodiscussed. Performance evaluation of independent Directors was done by the entire boardexcluding the independent director being evaluated.
Corporate governance requirements under the Companies Act 2013 and as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on corporate governance along with thecertificate from the Statutory Auditor confirming the compliance is in Annexure-IV.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis for the year under review as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 Regulation 34(3) read with Schedule V of the Listing Regulations ispresented in Annexure-I.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-II.
PARTICULARS OF EMPLOYEES
No employee of the Company is covered under the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and disclosures pertaining to remuneration and otherdetails as required under Section 197(12) of the Companies Act 2013 read with Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company.
Your Company has a well-defined 'Whistle Blower Policy' and established Vigil Mechanismto provide for adequate safeguard against victimisation of Directors and employees whofollow such mechanism and also make provisions for direct access to the chairperson ofAudit Committee in appropriate cases. Details of the Vigil Mechanism policy are madeavailable on the Company's website at www.ensasteel.com/Pages/policy.aspx.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by other Director and Senior Management giving an overview of theCompany's operations to familiarize the new IDs with the Company's business operations.The new IDs are given an orientation on our products Board constitution and proceduresmatters reserved for the Board and the Company's major risks and risk managementstrategy. The Policy on the Company's Familiarization Programme for Independent Directorscan be accessed at www.ensasteel.com/Pages/policy.aspx.
INTERNAL CONTROL AND ITS ADEQUACY
The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain the reliability and authenticity of financial information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a Policy against Sexual Harassment at work place in line withthe requirement of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set-up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainees) are covered under this Policy. No complaint received by theCommittee during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013 therequired information relating to conservation of energy technology absorption is notrequired to be given as Company does not have any manufacturing activities. There is noforeign exchange earnings or outgo during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 yourDirectors hereby states that :
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;
b) The accounting policies have been selected and these have been applied consistentlyand judgments and estimates made thereon are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company for the year ended on March 31 2017and of the loss of the Company for the aforesaid period;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) Annual accounts of the Company have been prepared on a 'going concern' basis;
e) Internal financial controls have been laid down and being followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised.
Your Directors would like to express their sincere appreciation for the cooperation andassistance received from shareholders bankers financial institutions regulatory bodiesand other business constituents during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the commitment displayed by allexecutives officers and staff of the Company during the financial year.
| ||For and on behalf of the Board of Directors || |
|Place: Mumbai || || |
|Date: May 27 2017 ||For ENSA Steel Industries Limited || |
| ||Rajnikant Sandesara ||Rajbhushan Dixit |
| ||Director ||Director |
| ||(DIN: 01671907) ||(DIN : 00025484) |