TO THE MEMBERS
Your Directors have the pleasure in presenting the 15th Annual Report on the businessand operations of the Company along with the Audited Financial Statements of the Companyfor the financial year ended March 31 2019.
Gallantt Ispat Limited ("Your Company" or "The Company") is aleading Iron and Steel manufacturing Company in Eastern Uttar Pradesh. The Company has itsRegistered Office at New Delhi and Factory at Gorakhpur Uttar Pradesh.
| || || |
(Rs. in Lacs)
| || |
| ||2019 ||2018 ||2019 ||2018 |
|Financial Results || || || || |
|Income from operation ||122927.06 ||58688.23 ||122927.06 ||58688.23 |
|Other Operating Income ||204.50 ||152.89 ||204.50 ||158.63 |
|Finance Cost ||967.94 ||857.17 ||967.94 ||857.17 |
|Depreciation (including amortization) ||2589.53 ||1836.71 ||2589.53 ||1836.71 |
|Profit Before Tax ||16631.38 ||6681.96 ||16631.38 ||6682.18 |
|Tax Expenses (including Deferred Tax) ||3609.34 ||1320.16 ||3609.34 ||1320.31 |
|Profit After Tax ||13022.04 ||5361.80 ||13022.04 ||5361.87 |
|Share of Profit from Associate ||- ||- ||3356.85 ||2393.95 |
|Profit for the Period ||13022.04 ||5361.80 ||16378.89 ||7755.82 |
FINANCIAL ACCOUNTING AND ADOPTION OF IND AS
The Financial Statements for the FY 2018-19 are prepared under Ind AS. Pursuant toSection 129(3) of the Companies Act 2013 the Consolidated Financial Statements of theCompany prepared in accordance with the Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and Indian Accounting Standard 110 onConsolidated Financial Statements is provided in the Annual Report.
BUSINESS OPERATION AND PERFORMANCE REVIEW
During the year Revenue from Operations stood at ' 122927.06 Lacs as compared to '58688.23 Lacs during the FY 17-18. This Fiscal has been a growing and remarkable yearwith respect to our top line and margins. Revenue from operations grew by 109.46% on yearto year basis (standalone). Our margins and performance were very satisfactory due toincrease in prices of final products of the Company. The Company recorded a growth of142.87% in Net Profit on year to year basis (standalone) despite a relatively sluggishindustry growth primarily on account of increase in sales volumes and improved costefficiencies. Standalone and Consolidated Net Profit stood at ' 13022.04 Lacs and '16378.89 Lacs respectively. Standalone Earnings per Share (EPS) stood at ' 4.61 (facevalue of Re. 1/- each) and Consolidated Earnings per Share (EPS) stood at ' 5.80 (facevalue of Re. 1/- each) for the Financial Year ended March 31 2019. There is no change inthe nature of the business of the Company. Disclosure of financial statement of AssociateCompany M/s. Gallantt Metal Limited has been provided in the prescribed format as a partof this Report. There were no significant and material orders passed by regulators orcourts or tribunals impacting the going concern status and Company's operations in future.Factory had been working efficiently during the year. Safety measures and processes havebeen installed and improved upon at the plants and work sites.
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
Yours Directors are pleased to report an excellent performance of the Company in termsof both financial and operational performance.
During the year your Directors recommended and paid an Interim Dividend of 5 (PaiseFive only) per Equity Share on 282360720 Equity Shares of Re. 1 /- each i.e. 5% on eachEquity Share of the company total outgo on account of dividend shall be ' 14118036subject
to tax. Wednesday November 28 2018 was fixed as Record Date for the purposes ofpayment of Interim Dividend declared as above.
Securities and Exchange Board of India ('SEBI') vide its notification dated 8 July2016 has amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ('Listing Regulations') introducing new Regulation 43A mandating the top 500 listedentities based on market Capitalization calculated as on 31 March of every FinancialYear to formulate a Dividend Distribution Policy and disclose the same in their AnnualReports and on their websites (www. gallantt.com).
Accordingly the Board of the Company has adopted a Dividend Distribution Policy whichis available on the website of the Company i.e www.gallantt.com under "InvestorsCorner" and the same is annexed as ANNEXURE-I.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.
The paid up Equity Share Capital as at March 31 2019 stood at 2823.61 Lacs. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2019 none of theDirectors of the company hold instruments convertible into equity shares of the Company.The Company has paid Listing Fees for the financial year 2019-20 to each of the StockExchanges where its equity shares are listed. During the year Four Wholly OwnedSubsidiaries viz. Antarmukh Steel Manufacturer Private Limited Bhavika Smeltors and FoodProducts Private Limited Shrinu Rolls and Milling Private Limited and Satlaj Rolls andMilling Private Limited amalgamated with the Company. Since entire shareholding of thesefour Wholly Owned Subsidiaries were held by the Company no shares were allotted. Hencethere was no impact on the total issued and paid up share capital. However pursuant tothe Scheme of Amalgamation as approved by the Central Government (Regional Director- ER)the Authorised Share Capital of these Wholly Owned Subsidiaries clubbed/merged with theAuthorised Share Capital of the Company. Hence post Merger the Authorised Share Capitalof the Company stood at ' 498850000/-
Your Company has a dedicated team of Management and Operating Personnel who have beeninstrumental in the growth of the business over the years. Your Directors believe that theCompany has the potential to further scale up its business volumes and profitability andare in the process of identifying new avenues of growth and effective utilization of itsexisting resources.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal StatutoryCost and Secretarial Auditors including Audit of Internal Financial Controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's Internal Financial Controls were adequate and effective during thefinancial year 2018-19.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) in the preparation of the accounts for the financial year ended 31st March 2019the applicable accounting standards have been followed and that there are no materialdepartures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at the end of the financial year and of theprofits of the Company for that period;
(iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(iv) they have prepared the Accounts for the financial year ended 31st March 2019 on a'going concern' basis;
(v) they have laid down Internal Financial Controls to be followed by the Company andsuch Internal Financial Controls are adequate and are operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and are operating effectively.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs IND AS is applicable to the Companyfrom the Financial
Year commencing from April 01 2017. The estimates and judgments relating to theFinancial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended March 31 2019. Financial Statementhas been prepared as per applicable Ind-AS.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business of the Company.
The Equity Shares in the Company are in dematerialized form and is listed with BombayStock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee hasbeen paid to the Stock Exchanges for the year 2019-20. The ISIN No. of the Company isINE528K01029.
Vide its rating letter dated bearing reference no. LOA/ GALLIL/197034/BLR/0418/07904dated April 02 2018 Crisil Limited had assigned Credit Rating CRISIL BBB-/ Stable (forLong-Term Rating) and CRISIL A3 (for Short Term Rating). Company has sent its letter ofwithdrawal of rating to Crisil Limited along with No-Objection Certificates from theBankers. In response to our request for withdrawal of Credit Rating assigned as aboveCrisil Limited vide its withdrawal letter dated July 25 2019 has withdrawn ratingassigned as above.
During the year under report vide its rating letter bearing reference no.BWR/BLR/DEL/IRC/RK/1240/2019-20 dated June 19 2019 the Rating agency M/s. BrickworkRatings India Private Limited has upgraded and assigned BWR BBB+ rating for the Company'sFund Based Long Term facilities (long term) and BWR A2 for Non-Fund based Short Termfacilities.
During the year the Company has not accepted any deposits from public under Chapter Vof the Companies Act 2013.
AUDITORS & AUDITORS' REPORT
M/s. Anoop Agarwal & Co. Chartered Accountants Firm Registration No. 324666Ewere appointed as Auditors at the Tenth Annual General Meeting (AGM) of the Company heldon 9th September 2014 for a term of 5 years to hold office till the conclusion of theFifteenth AGM. In terms of the provisions of the Companies Act 2013 read with Rules madethereunder no listed Company shall appoint an audit firm as Auditor for more than twoconsecutive terms of
five years each and an audit firm which has completed its term shall not be eligiblefor reappointment as auditor in the same company. In view of the above the term of M/s.Anoop Agarwal & Co. as Auditors will come to an end at the conclusion of the 15th AGM.The Board of Directors based on the recommendation of the Audit Committee have proposedthe appointment of M/s. Maroti & Associates Chartered Accountants (Firm RegistrationNumber 322770E) 38 Nehru Place Ausal Tower Office No. 1209 New Delhi-110019 as theStatutory Auditors of the Company in place of M/s. Anoop Agarwal & Co. to hold officefrom the conclusion of the ensuing AGM till the conclusion of the 20th AGM subject toratification of their appointment at every AGM if so required under the Act. M/s. Maroti& Associates Chartered Accountants have consented to act as Auditors if appointed andhave also confirmed that their appointment will be in accordance with Section 139 readwith Section 141 of the Act. The notes on accounts referred to the Auditors' Report areselfexplanatory and therefore do not call for any further explanation.
Necessary certificate has been obtained from the Auditors as per Section 139(1) of theCompanies Act 2013.
The notes on accounts referred to the Auditors' Report are self-explanatory andtherefore do not call for any further explanation.
The Auditors' Report is annexed hereto and forms part of the Annual Report. TheAuditors' report does not contain any qualifications reservations or adverse remarks.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed as ANNEXURE-II to thisDirectors' report.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIALRIGHTS
The Company has not issued any Sweat Equity Shares or Equity Shares with DifferentialRights during the financial year.
The Company has submitted the Cost Audit Report and Cost Compliance Report for the year2017-18 duly certified by a Cost Accountant to the Central Government within the due date.M/s. U. Tiwari & Associates Cost Accountants were appointed with the approval of theCentral Government to carry out the
cost audit in respect of the Company for the financial year 2018-19.
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directorsbased on the recommendation of the Audit Committee has appointed M/s. U. Tiwari &Associates Cost Accountants as Cost Auditor of the Company for conducting the Cost Auditfor the financial year 201920 on a remuneration of ' 50000/- plus out of pocket expensesas mentioned in the Notice of 15th Annual General Meeting.
A Certificate from M/s. U. Tiwari & Associates Cost Accountants has been receivedto the effect that their appointment as Cost Auditor of the Company if made would be inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder.
A resolution seeking Member's ratification for the remuneration payable to the CostAuditor forms part of the Notice of 15th Annual General Meeting and the same isrecommended for your consideration and ratification.
The Company has received consent from M/s. U. Tiwari & Associates CostAccountants to act as the Cost Auditor for conducting audit of the cost records for thefinancial year 2019-20 along with a certificate confirming their independence and arm'slength relationship.
Company has made and maintained the cost records pursuant to the Companies (CostRecords and Audit) Rules 2014 as prescribed by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013.
All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities under legislative enactments are adequately insured.
INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT
There were no cases of sexual harassment of woman at work place. Also there are noinstances of child labour/ forced labour/ involuntary labour and discriminatory employmentduring the year.
Details of Audit Committee Nomination & Remuneration Committee Stakeholders'Relationship Committee and Corporate Social Responsibility Committee have been disclosedunder Corporate Governance Report. Board of Directors has reconstituted all the aboveCommittees and the same has been disclosed under Corporate Governance Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS
The same is not applicable as the Audit Committee's recommendations were accepted andimplemented by the Board.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as ANNEXURE III to this report.
A statement comprising the names of top 10 employees in terms of remuneration drawn isgiven in this report as ANNEXURE III.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments u/s 186 of the Companies Act 2013is annexed herewith as ANNEXURE-IV.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aManagement Discussion and Analysis report is part of the Annual Report and is annexedherewith as ANNEXURE-V.
A report on Corporate Governance together with the Auditors' Certificate regarding thecompliance of conditions of Corporate Governance is part of the Annual Report.
MARKET AND FUTURE PROSPECTS
Please refer to Management Discussion & Analysis Report which forms part of theAnnual Report.
DETAILS OF POLICIES
(i) Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The summary of Remuneration Policy of the Company prepared in accordancewith the provisions of Section 178 of the Companies Act 2013 read with Part D of ScheduleII of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 areprovided in the Corporate Governance Report. The Remuneration Policy is uploaded on thewebsite of the Company. The web link to the Remuneration Policy is as under: https://www.gallantt.com/Investors Corner/ Gallantt IspatLimited/Nomination and Remuneration Policy/Remuneration Criteria Non-Executive Director- w.e.f. 01.04.2019.
(ii) Corporate Social Responsibility Policy (CSR)
The Board has on the recommendation of the CSR Committee approved the CSR Policy. TheCompany's CSR Policy is available on the Company's website www.gallantt.com and the sameis also attached herewith as ANNEXURE - VI.
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of Health Education and ruraldevelopment eradicating hunger promoting health care and education. These projects arein accordance with Schedule VII of the Companies Act 2013 and the Company's CSR policy.Annual Report on CSR as required under Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is also attached herewith as ANNEXURE-VII.
(iii) Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the company has not identified any element ofrisk which may threaten the business (or) existence of the company.
Company has formulated a policy on Risk Management. The Policy is formulated incompliance with Regulation 17(9)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the Listing Regulations") and provisions ofthe Companies Act 2013 ("the Act") which requires the Company to lay downprocedures about risk assessment and risk minimization.
The web link to the Risk Management Policy is as under:https://www.gallantt.com/Investors Corner/ Gallantt Ispat Limited/ Risk ManagementPolicy-w.e.f. 01.04.2019.
(iv) Whistle Blower Policy - Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimisation. This policy would help to create anenvironment wherein individuals feel free and secure to raise an alarm whenever anyfraudulent activity takes place or is likely to take place. It will also ensure thatcomplainant(s) are protected from retribution whether within or outside the organization.The Board has elected Mr. Nitesh Kumar Company Secretary as the Whistle Officer under theVigil Mechanism Policy.
The details of establishment of the Vigil Mechanism Policy is displayed on the websiteof the Company www.gallantt.com under the link: https://www. gallantt.com/InvestorsCorner/ Gallantt Ispat Limited/ Whistle Blower Policy-w.e.f. 01.04.2019.
Mr. Anurag Fatehpuria Practising Company Secretary having office address at 23/1Sita Nath Bose Lane Salkia Howrah Pin-711101 has been appointed as Secretarial Auditorsof the Company for the FY ended 31.03.2019. The Secretarial Audit Report received from theSecretarial Auditors is annexed to this report marked as ANNEXURE - VIII and forms part ofthis report.
ANNUAL EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS
During the financial year formal annual evaluation of the Board its committees andindividual Directors was carried out pursuant to the Board Performance Evaluation Policyof the Company.
The performance of the Board and committees was evaluated after seeking inputs from allthe Directors on the basis of the criteria such as Board/ committee constitutionsfrequency of meetings effectiveness of processes etc. The performance of individualDirectors (including Independent Directors) was evaluated by the Board and Nomination& Remuneration committee (excluding the Director being evaluated) after seeking inputsfrom all Directors on the basis of the criteria such as thought contribution businessinsights and applied knowledge.
A separate meeting of Independent Directors was also held to review the performance ofManaging Director performance of the Board as a whole and performance of the Chairpersonof the Company taking into account the views of Executive Directors and Non-ExecutiveDirectors.
Your Company follows a structured orientation and familiarization programme throughvarious reports/
codes/internal policies for all the Directors with a view to update them on theCompany's policies and procedures on a regular basis.
Periodic presentations are made at the Board Meetings on business and performance longterm strategy initiatives and risks involved.
The details of familiarisation programme have been posted in the website of the Companywww.gallantt. com under the Investors Corner of Gallantt Ispat Limited under the link:https://www.gallantt.com/ Investors Corner/ Gallantt Ispat Limited/FamaliarizationProgramme Imparted.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for members of the Board (incorporatingduties of Independent Directors) and the Senior Management. The Code aims at ensuringconsistent standards of conduct and ethical business practices across the Company. YourCompany has received confirmations from all concerned regarding their adherence to thesaid Code.
Pursuant to Regulation 17(5) of the Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. C. P. Agrawal Chairman& Managing Director and Mr. Mayank Agrawal Chief Executive Officer confirmedcompliance with the Code by all members of the Board and the Senior Management.
The full text of the Code is hosted on the Company's website www.gallantt.com under theInvestors Corner of Gallantt Ispat Limited under the link: https://www.gallantt.com/Investors Corner/ Gallantt Ispat Limited/ Code of Conduct of BOD-w.e.f.01.04.2019.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider Trading and Codeof Practices and procedures for Fair Disclosure of Unpublished Price Sensitive Information(hereinafter referred to as the "Code of Conduct" as per Securities and ExchangeBoard of India (SEBI) (Prohibition of Insider Trading) Regulations 2015. All DirectorsDesignated Employees who could have access to the Unpublished Price Sensitive Informationof the Company are governed by the Code. During the year under review there has been duecompliance with SEBI (Prohibition of Insider Trading) Regulations 2015. The full text ofthe Code is hosted on the Company's website www.gallantt.com under the Investors Corner ofGallantt Ispat Limited under the link: https://www.gallantt.com/Investors Corner/ GallanttIspat Limited/ Code of Conduct of Insider Trading-w.e.f. 01.04.2019.
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE HELD DURING THE YEAR 2018-2019
Thirteen (13) meetings of the Board of Directors of the Company were conducted duringthe financial year and Ten (10) meetings of the Audit Committee of the Board of Directorswere conducted during the financial year. The details of board/committee/shareholdersmeetings are provided under the Corporate Governance Report which forms part of the AnnualReport.
The Audit committee of the Company as on the date of this report is constituted offollowing Directors:
|Names ||Designation ||Category |
|Mrs. Smita Modi ||Chairperson ||Independent |
|Mrs.Sangeeta Upadhyay ||Member ||Independent |
|Mr. Prem Prakash Agarwal ||Member ||Executive |
Mr. Piyush Kankrania and Mr. Sanchit Dubey Independent Directors were holding theposition of Chairperson and member of the Audit Committee respectively. Both the Directorshave tendered their resignation from the Directorship of the Company effective from April29 2019 and consequently they also relinquished the positions in Audit Committee also.Further Mr. Jyotirindra Nath Dey Independent Director also resigned from theDirectorship of the Company effective from June 23 2019 and consequently relinquished themembership of the Audit Committee. Audit Committee has been reconstituted by the Board ofDirectors of the Company on June 23 2019 by appointment of Mrs. Smita Modi as aChairperson Mrs. Sangeeta Upadhyay and Mr. Prem Prakash Agrawal as Members of the AuditCommittee.
Mr. Nitesh Kumar acts as Secretary to the Audit Committee. Constitution of the AuditCommittee is in compliance with requisite provisions of the Companies Act 2013 and rulesmade thereunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and all other applicable laws rules and regulations.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company as on the date of this report isconstituted of following Directors:
|Names ||Designation ||Category |
|Mrs. Sangeeta Upadhyay ||Chairperson ||Independent |
|Mrs. Smita Modi ||Member ||Independent |
|Mr. Prem Prakash Agarwal ||Member ||Executive |
Mr. Sanchit Dubey and Mr. Piyush Kankrania Independent Directors were holding theposition
of Chairperson and member of the Stakeholders Relationship Committee respectively. Boththe Directors have tendered their resignation from the Directorship of the Companyeffective from April 29 2019 and consequently they also relinquished the positions inStakeholders Relationship Committee also. Further Mr. Jyotirindra Nath Dey IndependentDirector also resigned from the Directorship of the Company effective from June 23 2019and consequently relinquished the membership of the Stakeholders Relationship Committee.Stakeholders Relationship Committee has been reconstituted by the Board of Directors ofthe Company on June 23 2019 by appointment of Mrs. Sangeeta Upadhyay as a ChairpersonMrs. Smita Modi and Mr. Prem Prakash Agrawal as Members of the Stakeholders RelationshipCommittee.
Mr. Nitesh Kumar acts as Secretary to the Committee. Constitution of the StakeholderRelationship is in compliance with requisite provisions of the Companies Act 2013 andrules made thereunder SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and all other applicable laws rules and regulations.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company as on the date of this reportis constituted of following Directors:
|Names ||Designation ||Category |
|Mrs. Sangeeta Upadhyay ||Chairperson ||Independent |
|Mrs. Smita Modi ||Member ||Independent |
|Mr. Ashtbhuja Prasad Srivastava ||Member ||Independent |
Mr. Sanchit Dubey and Mr. Piyush Kankrania Independent Directors were holding theposition of members of the Nomination and Remuneration Committee. Both the Directors havetendered their resignation from the Directorship of the Company effective from April 292019 and consequently they also relinquished the positions in Stakeholders RelationshipCommittee also. Further Mr. Jyotirindra Nath Dey Independent Director also resigned fromthe Directorship of the Company effective from June 23 2019 and consequently relinquishedthe Chairmanship of the Nomination and Remuneration Committee. Nomination and RemunerationCommittee has been reconstituted by the Board of Directors of the Company on June 23 2019by appointment of Mrs. Sangeeta Upadhyay as a Chairperson Mrs. Smita Modi and Mr.Ashtbhuja Prasad Srivastava as Members of the Nomination and Remuneration Committee.
Mr. Nitesh Kumar acts as Secretary to the Committee. Constitution of the Nomination andRemuneration Committee is in compliance with requisite provisions of
the Companies Act 2013 and rules made thereunder SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and all other applicable laws rules andregulations.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee of the Company as on the date of thisreport is constituted of following Directors:
|Names ||Designation ||Category |
|Mr. Prem Prakash Agrawal ||Chairperson ||Executive |
|Mr. Chandra Prakash Agrawal ||Member ||Executive |
|Mrs. Smita Modi ||Member ||Independent |
Mr. Jyotirindra Nath Dey Independent Director resigned from the Directorship of theCompany effective from June 23 2019 and consequently relinquished the Chairmanship of theCorporate Social Responsibility Committee. Corporate Social Responsibility Committee hasbeen reconstituted by the Board of Directors of the Company on June 23 2019 byappointment of Mrs. Smita Modi as Member and Mr. Prem Prakash Agrawal as Chairperson ofthe Corporate Social Responsibility Committee.
Mr. Nitesh Kumar acts as Secretary to the Committee. Constitution of the Nomination andRemuneration Committee is in compliance with requisite provisions of the Companies Act2013 and rules made thereunder SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and all other applicable laws rules and regulations.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
Pursuant to the provisions of Section 129(3) of the Act a statement containingperformance & salient features of the financial statements of Company's associateCompanies in Form AOC-1 is attached as ANNEXURE- IX.
The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the Associate Company are audited and certified by theirrespective Statutory Auditors for consolidation.
In accordance with Section 136 of the Act the financial statements of the AssociateCompanies are available for inspection by the members at the Registered Office of theCompany during business hours on all days except Saturdays Sundays and public holidaysupto the date of the AGM. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of the Company. Thefinancial statements including the CFS and all other documents required to be attached tothis report have been uploaded on the website of the Company at www.gallantt.com.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR
Companies which have become Company's subsidiaries joint ventures or associateCompanies during the year:
|Sl. No. ||Name ||Status ||Date |
|1 ||Antarmukh Steel Manufacturer Private Limited ||Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company. ||31.10.2018 |
|2 ||Bhavika Smeltors and Food Products Private Limited ||Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company. ||31.10.2018 |
|3 ||Shrinu Rolls and Milling Private Limited ||Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company. ||31.10.2018 |
|4 ||Satlaj Rolls and Milling Private Limited ||Ceases to be a Subsidiary of the Company consequent upon amalgamation with the Company. ||31.10.2018 |
In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy for determining material subsidiaries isplaced on the website of the Company at www.gallantt .com under Investors Corner ofGallantt Ispat Limited.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operations.However Members attention is drawn to the statement on contingent liabilitiescommitments in the notes forming part of the Financial Statements.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The Whistle Blower Policy is available on the website of the Company.
The details of establishment of the Vigil Mechanism Policy is displayed on the websiteof the Company www.gallantt.com under the link: https://www.gallantt. com/InvestorsCorner/ Gallantt Ispat Limited/ Whistle Blower Policy-w.e.f. 01.04.2019.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee and has frameda Corporate Social Responsibility Policy and identified Healthcare Children's educationas some of the key areas. The Company will continue to support social projects that areconsistent with the policy.
Corporate Social Responsibility Committee of the Company is constituted of:
Mr. Prem Prakash Agrawal Chairman
Mr. Chandra Prakash Agrawal and
Mrs. Smita Modi
KEY MANAGERIAL PERSONNEL
The following are the whole-time key managerial personnel of the Company:
|S l . No. ||Name ||Designation |
|1 ||Mr. Chandra Preakash Agrawal ||Chairman and Managing Director |
|2 ||Mr. Prem Prakash Agrawal ||Whole-time Director |
|3 ||Mr. Santosh Kumar Agrawal ||Whole-time Director |
|4 ||Mr. Nitin Mahabir Prasad Kandoi ||Whole-time Director |
|5 ||Mr. Mayank Agrawal ||Chief Executive Director |
|6 ||Mr. Amit Jalan ||Chief Financial Officer |
|7 ||Mr. Nitesh Kumar ||Company Secretary |
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Ind - AS on Consolidated Financial Statements read with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedAudited Financial Statements and Consolidated Cash Flow Statement for the year ended March31 2019 are provided in the Annual Report.
A statement containing the salient features of the financial statements of each of thesubsidiary and Associate Company in the prescribed Form AOC-1 is annexed ANNEXURE-IX.
Pursuant to Section 136 of the Act the financial statements of the subsidiary andAssociate Companies are kept for inspection by the shareholders at the Registered Officeof the Company. The Company shall provide free of cost the copy of the financialstatements of its subsidiary and Associate companies to the shareholders upon theirrequest. The statements are also available on the website of the Company www.gallantt.com.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the financial year as stipulated underRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is part of the Annual Report and is attached as ANNEXURE - X.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Act the details forming part of theextract of the Annual Return in Form MGT-9 is annexed herewith as ANNEXURE-XI.
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the Company is exposed to are:
|Key Risk ||Impact to Gallantt Ispat Limited ||Mitigation Plans |
|Commodity Price Risk ||Risk of price Fluctuation on basic raw materials like Iron Ore Coal Chemicals Scraps as well as finished goods used in the process of manufacturing. ||The Company commands excellent business elationship with the business associates. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods. |
|Uncertain global economic environment - slow growth in global economy ||Impact on raw materials which are imported ||We have internal procedure to mitigate the global adverse impact. |
|Interest Rate Risk ||Any increase in interest rate can affect the finance cost ||Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and we have surplus funds cushion to settle the entire debt in case the need arises. Further the Company has repaid the Term Loan in full. |
|Foreign Exchange Risk ||Your company does not have export sales. However import raw materials from country outside India. Any volatility in the currency market can impact the overall profitability ||The Company commands excellent business relationship with the sellers and suppliers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways. |
|Human Resources Risk ||Your Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company. ||By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming five years. |
|Competition Risk ||Your company is always exposed to competition Risk from Steel and Ago Manufacturers across the region. The increase in competition can create pressure on margins market share etc. ||By continuous efforts to enhance the brand image of the Company quality Cost timely delivery and customer service. |
|Key Risk ||Impact to Gallantt Ispat Limited ||Mitigation Plans |
|Compliance Risk - Increasing regulatory requirements ||Any default can attract penal provisions ||By regularly monitoring and review of changes in regulatory framework. By monitoring of compliance through legal compliance Management tools and regular internal audit and secretarial audit. |
|Industrial Safety Employee Health and Safety Risk ||The Steel and Agro industry is labour intensive and are exposed to accidents health and injury risk due to machinery breakdown human negligence etc. ||By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee. |
49. UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY
Following amount of Unpaid Dividend has not been claimed and paid till 31.03.2019:
|Nature of Money ||Relevant Financial Year ||Bank Account Details ||Amount lying (In ') |
|HDFC BANK LIMITED ||2011-12 ||HDFC Bank Account No. 00142300002332 ||6216.00 |
|IDBI BANK LIMITED ||2012-13 ||IDBI Bank Account No. 0135103000007344 ||17723.50 |
|IDBI BANK LIMITED ||2013-14 ||IDBI Bank Account No. 0135103000007900 ||3282.50 |
|IDBI BANK LIMITED ||2014-15 ||IDBI Bank Account No. 0135103000008587 ||40627.00 |
|ICICI BANK LIMITED ||2015-16 (Interim) ||ICICI Bank Account No. 001105026007 ||3929.00 |
|IDBI BANK LIMITED ||2016-17 ||IDBI Bank Account No. 1526103000000347 ||12765.50 |
|IDBI BANK LIMITED ||2017-18 ||IDBI Bank Account No. 1526103000000569 ||21063.00 |
|IDBI BANK LIMITED ||2018-19 (Interim) ||IDBI Bank Account No. 1526103000000666 ||23761.75 |
Unpaid dividend amounts are not available for use by the Company. Unpaid and UnclaimedDividend for the Financial Year 2010-11 of ' 13111 due for refund was transferred toInvestors' Education and Protection Fund on November 05 2018. This Unclaimed Dividendremained unpaid for seven consecutive years. Unclaimed and unpaid amount of Dividend forthe Financial Year 2011-12 to the tune of ' 6216 are to be transferred to the Investors'Education and Protection Fund. Members who have not so far encashed their Divided Warrantsfor the financial years ended 31st March 2012 2013 2014 2015 2016 (Interim) 20172018 and 2019 (Interim) are requested to approach immediately the Registrars forrevalidation of unclaimed Dividend Warrants. The details of unclaimed dividend areavailable on the Company's corporate website www.gallantt.com and also uploaded on thewebsite of IEPF viz. www.iepf.gov.in.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
a) Transfer of Unclaimed Dividend to IEPF:
As required under Section 124 of the Act the Unclaimed Dividend amount aggregating to' 13111/- pertaining to the financial year ended on 31st March 2011 lying with theCompany for a period of seven years were transferred during the Financial Year 2018-19 tothe Investor Education and Protection Fund established by the Central Government.
b) Transfer of shares to IEPF:
As required under Section 124 of the Companies Act 2013 6050 Equity Shares inrespect of which dividend has not been claimed by the members for seven consecutive yearsor more have been transferred by the Company to the Investor Education and ProtectionFund Authority (IEPF) during the financial year 2018-19. Details of shares transferredhave been uploaded on the website of IEPF as well as the Company.
BOARD OF DIRECTORS AND SENIOR EXECUTIVE
The Board of Directors comprises of Eight Directors of which four are Independent. Interms Section 152 of the Companies Act 2013 Mr. Nitin Mahavir Prasad Kandoi (DIN:01979952) liable to retire by rotation at the ensuing Annual General Meeting is eligiblefor reelection.
Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) Mrs. Sangeeta Upadhyay (DIN:06920195) Mrs. Smita Modi (DIN: 01141396) and Mr. Dindayal Jalan (DIN: 00006882) areIndependent Directors of the Company.
Mr. Piyush Kaknrania (DIN: 05241962) and Mr. Sanchit Dubey (DIN: 08335705) havetendered their resignation from the Directorship of the Company effective from April 292019. Mr. Ashtbhuja Prasad Srivastava (DIN: 08434115) has been appointed as an AdditionalIndependent Director on the Board of the Company effective from April 29 2019. SimilarlyMr. Jyotirindra Nath Dey (DIN: 00180925) has tendered his resignation from theDirectorship of the Company effective from June 23 2019. Further at their meeting heldon June 23 2019 Board of Directors has appointed Mrs. Smita Modi (DIN: 01141396) and Mr.Dindayal Jalan (DIN: 00006882) as Additional Independent Directors on the Board of theCompany.
The Independent Directors resigned as above have along with the detailed reasons alsoprovided a confirmation that there is no other material reasons other than those providedin their resignation letters.
The Company has appointed new Independent Directors on its Board within the permittedtimeline so as to comply with the necessary provisions of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and theCompanies Act 2013. Presently Company has optimum combination of ExecutiveNon-Executive and Independent Directors on the Board of the Company.
Appointment of Additional Independent Directors shall be ratified and confirmed by theShareholders at the ensuing Annual General Meeting of the Company.
Independent Directors are appointed for five consecutive years and are not liable toretire by rotation in terms of Sections 149 152 Schedule IV and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014. Mr. Mayank Agrawal is a Chief Executive Officerof the Company as per the provisions of the Companies Act 2013. Mr. Amit Jalan is ChiefFinancial Officer and is inter alia looking after the core finance function of theCompany. Mr. Nitesh Kumar is working in the capacity of Company Secretary and ComplianceOfficer.
None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013 and a certificate dated August 13 2019received from Company Secretary in Practice certifying that none of the directors on theboard of the company have been debarred or disqualified from being appointed or continuingas directors of the Companies by SEBI/Ministry of Corporate Affairs or any such statutoryauthority is annexed to the Corporate Governance Report.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
KEY MANAGERIAL PERSONNEL (KMP) WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
The details of the Key Managerial Personnel of the Company are provided as under:
|S.N. ||Name of KMP ||Designation of KMP |
|1. ||Mr. Chandra Prakash Agrawal ||Chairman and Managing Director |
|2. ||Mr. Santosh Kumar Agrawal ||Director-Sales & Marketing (Whole-time Director) |
|3. ||Mr. Prem Prakash Agrawal ||Whole-time Director |
|4. ||Mr. Nitin Mahavir Prasad Kandoi ||Director-Plant Operation (Whole-time Director) |
|5. ||Mr. Mayank Agrawal ||Chief Executive Officer |
|6. ||Mr. Amit Jalan ||Chief Financial Officer |
|7. ||Mr. Nitesh Kumar ||Company Secretary |
At their meeting held on March 30 2019 Mr. Chandra Prakash Agrawal (effective fromApril 01 2019) Mr. Santosh Kumar Agrawal (effective from July 10 2019) Mr. PremPrakash Agrawal (effective from April 01 2019) and Mr. Nitin Mahavir Prasad Kandoi(effective from October 10 2019) all being executive Directors have been reappointed fora period of five years subject to the approval of the shareholders of the Company. Thesaid reappointment shall be approved by the Shareholders at the ensuing 15th AnnualGeneral Meeting of the Company.
TRANSFER TO RESERVES
Your Directors propose to transfer an amount of ' 31314.63 Lacs standing in retainedearnings including an amount of ' 12683.94 Lacs as net earnings for the period and it isto be transferred to the General Reserve.
RELATED PARTY TRANSACTIONS
The details of Related Party Transactions during the Financial Year ending 31.03.2019being arm's length transactions have been reported in the financial statements and formspart of this report. The Audit Committee and the Board of Directors of the Company haveformulated the Policy on dealing with RPTs and a Policy on materiality of RPTs which isuploaded on the website of the Company and can be accessed through the website of theCompany www.gallantt.com under the Investors Corner of Gallantt Ispat Limited.
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The Company hasdeveloped a framework through Standard Operating Procedures for the purpose ofidentification and monitoring of such Related Party Transactions.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited by the Audit Committee and a statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.gallantt.com. None of the Directors hasany pecuniary relationship or transactions vis-a-vis the Company.
AMALGAMATION OF WHOLLY OWNED SUBSIDIARIES
At their meeting held on January 24 2018 Board of Directors of the Company hasapproved the Scheme of Amalgamation of M/s. Antarmukh Steel Manufacturer Private LimitedM/s. Bhavika Smeltors and Food Products Private Limited M/s. Shrinu Rolls and MillingPrivate Limited and M/s. Satlaj Rolls and Milling Private Limited with the Company. Allthe transferor Companies are Wholly Owned Subsidiaries of the Company. Hence as per theprovisions of Section 233 of the Companies Act 2013 read with the Companies (CompromisesArrangements and Amalgamations) Rules 2016 Company has filed Scheme of Amalgamation withthe Registrar of Companies West Bengal and Office of the Official Liquidator CalcuttaHigh Court for their Observation on the same.
Vide its Letter bearing reference no. ROC/ LEGAL/233/2017/238 dated 25.04.2018 theoffice of Registrar of Companies West Bengal has issued its observation with thefollowing suggestions:
1. The share capital clause of the scheme shall include the class and category ofcompany which enters into the scheme of amalgamation i.e. Holding and a Wholly OwnedSubsidiary Companies.
2. The Scheme shall include the clause related to providing "transfer ofcharges" "purchase of share held by the descending shareholders/debtorscreditors "cancellation or extinguish of shares on demerger" if applicable.
3. The Scheme shall include the clause related to providing Share Exchange Ratiobetween the Transferor Company and the Transferee Company if applicable.
4. It appears that the transferee Company M/s. Gallantt Ispat Limited is a listedCompany. Hence necessary approval/suggestion as issued by the concerned regulatoryauthorities shall be made incorporated in the said Scheme. The Scheme may also include theClause providing Compliance of Listing Regulation and SEBI Guidelines as applicable.
5. This Office has scrutinised the scheme of Amalgamation for its limited internalpurpose / in-principle approval for deciding on the matter of Amalgamation of thetransferors and transferee companies and it should not for any reason affects the interestof public.
The said suggestions were duly incorporated in the Scheme of Amalgamation.
Further the Office of the Official Liquidator High Court Calcutta vide its letterbearing reference no. OL-Misc./Amalg/50/6266/G dated 13.02.2018 has given its Observationwith following suggestions:
6. This Office has scrutinised the scheme of Amalgamation for its limited internalpurpose / in-principle approval for deciding on the matter of Amalgamation of companiesand it should not for any reason affects the interest of public.
In accordance with the provisions of Section 233 of the Companies Act 2013 read withthe Companies (Compromises Arrangements and Amalgamations) Rules 2016 Company haveconvened and held meeting of Equity Shareholders and Creditors of the Company on June 252018.
Members and Creditors of the Company at their respective meetings held on June 25 2018have approved the Scheme of Amalgamation as above.
Vide its Order dated October 31 2018 Central Government (Regional Director-ER) hasapproved the Scheme of Amalgamation of M/s. Antarmukh Steel Manufacturer Private LimitedM/s. Bhavika Smeltors and Food Products Private Limited M/s. Shrinu Rolls and MillingPrivate Limited and M/s. Satlaj Rolls and Milling Private Limited (all being Wholly OwnedSubsidiaries of the Company) with the Company. Consequent upon amalgamation of theseWholly Owned Subsidiaries with the Company these entities ceased to exist asSubsidiaries. Amalgamation Orders of Honorable Regional Director have been received onOctober 31 2018 and the same were filed with the Registrar of Companies West Bengal onNovember 08 2018.
SHIFTING OF REGISTERED OFFICE FROM KOLKATA (WEST BENGAL) TO NEW DELHI (NATIONAL CAPITALTERRITORY OF DELHI)
Board of Directors of the Company has vide its resolution dated November 14 2018proposed the shifting of the Registered Office of the Company from Kolkata to New Delhi(from the jurisdiction of Registrar of Companies West Bengal to the jurisdiction ofRegistrar of Companies Delhi and Haryana). The proposal of the Board of Directors asabove has been approved by the Shareholders at their Extra-ordinary General Meeting heldon Friday 4th January 2019.
The Regional Director (ER) Ministry of Corporate Affairs vide its order dated April11 2019 approved shifting of Registered Office from the state of West Bengal to theNational Capital Territory of Delhi. Order of the
Regional Director (ER) Ministry of Corporate Affairs passed as above has been filedin E-form INC-28 with the Registrar of Companies West Bengal on April 23 2019. Furtherpursuant to the provisions of Section 12(2) & (4) of the Companies Act 2013 and Rule25 and 27 of The Companies (Incorporation) Rules 2014 the Company has filed E-FormINC-22 with the Registrar of Companies West Bengal intimating the shifting of theRegistered Office of the Company from 1 Crooked Lane Second Floor Room Nos. 222 &223 Kolkata - 700 069 (from the jurisdiction of Registrar of Companies West Bengal) to"GALLANTT HOUSE" I-7 Jangpura Extension New Delhi - 110014 (to thejurisdiction of Registrar of Companies Delhi and Haryana).
Following are the Corporate Details of the Company after shifting of Registered Office:
|Name of the Company ||GALLANTT ISPAT LIMITED |
|New Corporate Identification Number (CIN) ||L27109DL2005PLC350523 |
|Registered Office Address ||"GALLANTT HOUSE" I-7 Jungpura Extension New Delhi 110 014." |
|Contact Person for Correspondence ||Mr. Nitesh Kumar Company Secretary and Compliance Office |
|Telefax No. ||011-41645392 |
|Email Id ||email@example.com |
|Website ||www.gallantt.com |
|Head Office Address ||"GALLANTT LANDMARK" AD Tower Compound Bank Road Gorakhpur - 273001 U.P. |
OUTLOOK AND EXPANSION
The recent trend in macro indicators clearly point towards improving fundamentals ofthe domestic economy.The Central Government has also shown its intent in furthering thereform momentum to revive investments and improve governance. The global commodity cycleis expected to be benign with consumption demand from the Chinese economy slowing down.Taking cues from the inflationary trend the Reserve Bank of India has already eased themonetary cycle and is expected to bring out more interest rate cuts going forward. Allthis favorable factors coupled with some of the important developmental reforms that arebeing pursued by the Central Government like the tax reform and push for infrastructurespending will set the stage for further pick-up in economic activity in 2019-20. Thisshould augur well for your Company's business across infrastructure.
Your company plans to take the performance to the next level by modernizationinstalling high tech and time saving machinery and supportive systems improving qualityof work by employee training.
The expansion plan by further investment in installation of new capacities andtechnology upgradation and modern machinery for increasing the capacity of the existingUnits are implemented.
In terms of the sales and profitability targets for the coming years Board ofDirectors of the Company proposed to modify the plant capacity as under:
Phase I Expansion:
|Units ||Unit ||Existing Capacity ||Proposed Addition in Capacity ||Total Capacity After Addition |
|Captive Power ||MW ||53 ||2.5 ||55.5 |
|DRI ||MT ||297000 ||148500 ||445500 |
|Steel Melt Shop ||MT ||330000 ||165000 ||495000 |
|Rolling Mill ||MT ||330000 ||165000 ||495000 |
|Pelletisation ||MT || ||600000 ||600000 |
PERSONNEL INDUSTRIAL RELATIONS AND MARKETING
The Company's HR philosophy is to establish and build a high performing organizationwhere each individual is motivated to perform to the fullest capacity: to contribute todeveloping and achieving individual excellence and departmental objectives andcontinuously improve performance to realize the full potential of our personnel.Industrial relations have remained harmonious throughout the year.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
AWARD AND RECOGNITIONS
During the year Company/Management has received following awards accolades andreconciliation:
The "Top Challengers Award 2018" by Construction World Magazine.
6th rank in Top 10 secondary steel producers in India by Steel Mint.
Jagaran Group has placed as 'Gems of Purvanchal' in its Coffee Table Book.
Udyami Samman 2018 by Sri Yogi Adityanath ji Hon'ble Chief Minister UttarPradesh
Cover Story in Steel 360 Magazine in May 2018 edition.
July/August 2019 edition of Forbes Asia Magazine covered Gallantt Ispat Limited200 Best under a Billion Companies.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2019 till the date ofthis Report. Further it is hereby confirmed that there has been no change in the natureof business of the Company. However after approval of the Scheme of Amalgamation as aboveall the assets and liabilities of the Transferor Companies shall be transferred to theCompany.
Significant and material orders passed by the regulators / courts / tribunals impactingthe going concern status and the Company's operations in future.
As such there is no significant and material order by the regulator/court/tribunalsimpacting the going concern status and the Company's operation in future.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
CHANGE IN SHARE CAPITAL
As stated hereinabove Company has concluded amalgamation of Four Wholly OwnedSubsidiaries with the Company. As per the Scheme of Amalgamation as sanctioned byHonorable Regional Director (ER) Ministry of Corporate Affairs Authorised Share Capitalof Company was enhanced with the outstanding Authorised Share Capital of TransferorCompanies. Post amalgamation total Authorised Share Capital of the Company stood at '498850000/- (Rupees Forty Nine Crores Eighty Eight Lacs Fifty Thousand only). Companyhas not allotted any fresh equity shares during the year. The Issued Subscribed and Paidup Share Capital of the Company is ' 282360720/- (Rupees Twenty Eight Crores TwentyThree Lacs Sixty Thousand Seven Hundred and Twenty Only).
INTERNAL FINANCIAL CONTROLS
Your Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting are operating effectively based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol. Your Company had laid down guidelines policies procedures and structure forappropriate internal financial controls across the Company. These control processes enableand ensure the orderly and efficient conduct of company's business including safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation & disclosure of financial statements.Review and control mechanisms are built in to ensure that such control systems areadequate and operating effectively. The Audit Committee evaluated the internal financialcontrols based on the following criteria:
1. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorisation. There are well-laid manuals for suchgeneral or specific authorisation.
2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.
3. Access to assets is permitted only in accordance with management's general andspecific authorisation. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.
5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.
A report on the internal financial controls under clause (i) of sub-section 3 ofSection 143 of the Companies Act 2013 issued by M/s. Anoop Agarwal & CompanyChartered Accountants Statutory Auditors of the Company is attached with theirIndependent Auditor's report and the same is self-explanatory.
Effective steps are taken by the Management to enable continuous monitoring of leadcontrol indicators and action taken towards correcting identified gaps. Respectivefunctions have been trained and equipped to enable continuous monitoring of exceptions bythemselves to reduce surprises and enable corrective action on timely and regular basis.
Your Company has a robust financial closure selfcertification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.
PARTICULARS OF LOANS/ADVANCES/INVESTMENTS AS REQUIRED UNDER SCHEDULE V OF THE LISTINGREGULATIONS
The details of related party disclosures with respect to loans/advances/investments atthe year end and maximum outstanding amount thereof during the year as required under PartA of Schedule V of the Listing Regulations have been provided in the notes to theFinancial Statements of the Company.
There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE
As per amended Regulation 40(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 amended vide SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 2018 effective from December 5 2018; securities of the listedcompanies can be transferred (except in case of transmission or transposition) only in thedematerialized form.
In case any of the Shareholders have any queries or need any assistance in this regardplease contact;
|GALLANTT ISPAT LIMITED ||Registrar & Share |
|Regd-Office Address: ||Transfer Agent |
|"GALLANTT HOUSE" I-7 ||Niche Technologies Pvt. |
|Jangpura Extension New ||Ltd. 7th Floor Room No. |
|Delhi - 110014. ||7A & 7B 3A Auckland |
|Telefax: 011-41645392 ||Rd Elgin Kolkata |
|Email-Id :nitesh@ ||West Bengal - 700017. |
|gallantt.com ||Tel.: (033) 2280 6616 / |
|Website :www.gallantt. ||17 / 18 |
|com ||Email id: nichetechpl@ nichetechpl.com Website: www. nichetechpl.com |
SPLIT OF SHARES FROM FACE VALUE OF ' 10/- EACH TO FACE VALUE OF RE. 1/- EACH
In order to improve the liquidity of your Company's Equity Shares in the Stock Marketswith higher floating stock in absolute numbers and to make them more affordable for thesmall retail investors to invest in the Company Board of Directors of the Company attheir meeting held on June 29 2018 has proposed split of Shares of the Company from FaceValue of ' 10/- each to Face Value of Re. 1/- each. At their meeting held on July 27 2018the shareholders of the Company through passed special resolution approved the proposal ofthe Board for the said split of Shares.
Company has fixed August 08 2018 as the Record Date / Cut Off Date for determining theeligibility of shareholders to whom shares has been credited after split of shares in theratio of 10:1 meaning thereby that shareholders holding shares as on cut off date credited10 (ten) equity shares for every 1 (one) share held in the Company as on cut off date.
Old ISIN of the Company has been deactivated and in place new ISIN: INE528K01029 wasactivated by the depositories for the equity shares of the Company.
Shares have been successfully credited into the demat accounts of shareholders holdingshares as on cut off date as above and shareholders holding shares in physical form weregiven fresh share certificates with new distinctive numbers.
ALTERATION OF 'CAPITAL CLAUSE' OF MEMORANDUM OF ASSOCIATION
Pursuant to the sub-division of face value of equity shares of the Company has alteredthe Capital Clause (Clause V) of the Memorandum of Association of the Company and Clause Vof Memorandum of Association was altered and substituted with the a new Clause V toreflect the corresponding changes in the Authorised Share Capital.
Shareholders of the Company have approved such alteration in the Capital Clause ofMemorandum of Association at their Extra-ordinary General Meeting held on July 27 2018.
Post Split of Equity Shares as above face value of Equity Share is Re. 1/- each fullypaid up.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) has been mandated to oversee anddevelop competency requirements for the Board based on the industry requirements andbusiness strategy of the Company. The NRC reviews and evaluates the resumes of potentialcandidates for appointment of Directors and meets them prior to making recommendations oftheir nomination to the Board. Specific requirements for the position including expertknowledge expected are communicated to the appointee.
On the recommendation of the NRC the Board has adopted and framed a RemunerationPolicy for the Directors Key Managerial Personnel and other employees pursuant to theprovisions of the Act and the Listing Regulations. The remuneration determined forExecutive/Independent Directors is subject to the recommendation of the Nomination andRemuneration Committee and approval of the Board of Directors. The Non-ExecutiveIndependent Directors and NonExecutive Non-Independent Directors are compensated by way ofsitting fees for attending meetings of the Board and its Committees. The ExecutiveDirectors are not paid sitting fees; the Non-Executive Directors are entitled to sittingfees for attending the Board/ Committee Meetings.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is in accordance with the Remuneration Policy of the Company. TheCompany's Policy on Directors' Appointment and Remuneration and other matters provided inSection 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosedin the Corporate Governance Report which forms part of the Annual Report.
The Company continues to focus on welfare and improving the quality of lives of itsemployees by providing educational assistance to their children employee wellnesssessions periodic occupational health checks spiritual peace by yoga classes creche andchild care facilities transport facilities to employees at subsidized rate or at nocharge.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2018-19 togetherwith the Auditors' Report form part of this Annual Report.
The Managing Director & CEO of the Company has not received any remunerationor commission from any of the subsidiary companies;
None of the Auditors of the Company have reported any fraud as specified underthe second proviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re- enactment(s) thereof for the time being in force);
The Company does not have any scheme or provision of money for the purchase ofits own shares by employees/ Directors or by trustees for the benefit of employees/Directors; and
The Company has not issued equity shares with differential rights as todividend voting or otherwise.
In the preparation of financial statements no treatment different from thatprescribed in an Accounting Standard has been followed.
Your Directors take this opportunity to thank the employees customers vendorsinvestors of the Company and the communities in which the Company operates for theirunstinted co-operation and valuable support extended to the Company during the year.
We also thank the Government of India Government of Uttar Pradesh and all OtherGovernment Agencies for their support during the year and look forward to the same in thefuture.
| ||On behalf of the Board |
|Date: August 13 2019 ||C. P. Agrawal |
|Place: Gorakhpur || |
ANNEXURE - I to the Directors Report
DIVIDEND DISTRIBUTION POLICY
1. Statutory Mandate
The Board of Directors (The 'Board') of Gallantt Ispat Limited ("theCompany") has adopted the following Policy for Distribution of Dividend to theShareholders of the Company.
The Steel industry is a capital-intensive industry. Most units of the owned by theCompany entails substantial capital outlays.
A large proportion of the financing of the Company is through equity capital. With alow level of borrowing in proportion to equity capital the outlay on dividend forms asubstantial part of the cost of capital. It is the Company's endeavour to maintain and paydividend keeping market expectations in mind. The dividend paid as a proportion ofearnings has been maintained accordingly.
The prevailing Governmental and geopolitical environment directly impacts profit in thesteel industry. Infrastructural development both domestic and foreign depends on factorsthat are beyond the control of the Company. In the past the need to meet the generalinvestor's expectations of return on equity during the years of instability has resultedin a relatively reasonable payout ratio.
This Policy for Distribution of Dividend to Shareholders of the Company is framed interms of Regulation 43 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as the"Listing Regulations").
The Board will finalise the dividend to be declared by the Company based on the abovestated background while also considering the following:
Dividend will be declared once a year based on the profits as per the Audited FinancialStatements for the year. The Board may declare an interim dividend after satisfyingthemselves about the distributable profit.
Normally the Dividend will be declared out of the current year's profit of theCompany subject to the following:
i) Company's need of Capital Expenditures/ Investment;
ii) Cash Flow position.
Given that profits can be volatile the Board will Endeavour to achieve stability tothe extenfeasible in the quantum of Dividend paid to Shareholders. Should the currentyear's profit be inadequate the Board may after considering the Carried Forward Balancein the Profit & Loss Account of the Company declare dividend or declare dividend outof Reserves as is permitted under the law.
As such the Company may declare the Dividend out of:
i) Current year's profit -
a) after providing for depreciation in accordance with Sub-section (2) of Section 123of the Companies Act 2013 ("Act") and
b) after transfer of such percentage of its profits for that Financial Year to reservesas may be required under the law and as the Board of Directors may deem fit; OR
ii) Carried Forward Balance in the Profit & Loss Account; OR
iii) Free Reserve as may be permitted under law; OR
iv) A combination of (i) (ii) and (iii) above.
5. Factors to be considered for declaration of Dividend
i) Capital Expenditure /Investment requirement of the Company for:
a) New projects;
b) Ongoing projects including expansion renovation or modernisation etc.
c) Acquisition of major fixed assets including land and buildings;
d) Acquisition of any business entity etc.
ii) Payment of any major liability;
iii) Any other requirements for fund conservation;
iv) Agreement with lending institutions.
6. Revision in the Policy
The Board of Directors will review the policy from time to time or when changes may berequired.
All the words and expressions used in this Policy unless defined hereinafter shallhave the meaning respectively assigned to them under the Listing Regulations and in theabsence of its definition or explanation therein as per the Companies Act 2013 and theRules Notifications and Circulars made/issued thereunder as amended from time to time.
ANNEXURE - II to the Directors Report A. CONSERVATION OF ENERGY
(a) Energy Conservation Measures Taken Steps taken for conservation of energy:
Your Company is continually taking necessary steps to absorb and adopt the latesttechnologies. These initiatives enable the facilities to become more efficient andproductive as the company expands thereby helps in energy conservation. All machinery andequipment are continuously serviced updated and overhauled in order to maintain them ingood condition. This resulted in consumption of lesser energy consumption. EnergyConservation continues to receive increased emphasis at all the units of the Company. YourCompany's technical team monitors closely and vigorously various plants and equipments andsuggests adoption of new and latest technology etc. and discuss to identify areas ofimprovement. In addition to the existing Energy Conservation measures the Engineering andProduction departments in each manufacturing unit work closely towards improving theefficiency of generation and also in the reduction in energy consumption. Additionallyconstant efforts in continuing all previous conservation measures and increasing awarenessof energy management amongst employees have continued which should enable further savingsto transpire going forward.
The measures taken in all the Company's manufacturing units can be briefly enumeratedas below:
Additional investments and proposals if any being implemented for reduction ofconsumption of energy - Nil
In respect of measures at (a) and (b) above for reduction of energy consumptionand consequent impact on the cost of production of goods- This has resulted in costsavings for the Company.
Total energy consumption and energy consumption per unit of production as perForm "A" of the Annexure in respect of industries specified in the Schedulethereto:
Disclosure of Particulars with respect to conservation of energy
|Particulars ||2018-19 ||2017-18 |
|A. Power & Fuel Consumption || || |
|1 Electricity || || |
|(a) Purchased || || |
|Total Unit in Lacs KWH ||130.90 ||370.25 |
|Amount ? in Lacs ||1176.52 ||2711.72 |
|Rate Per Unit (?) ||8.99 ||7.32 |
|(b) Own Generation || || |
|Total Units in Lacs KWH ||2670.66 ||1283.82 |
|Amount ' In Lacs ||19961.21 ||8342.62 |
|Rate per Unit ||7.47 ||6.50 |
|2. Coal || || |
|Quantity- M.T. ||340512.23 ||205667.94 |
|Total Cost- ' in Lacs ||27566.19 ||15702.25 |
|Average rate-? per M.T. ||8095.51 ||7634.76 |
|3. Furnace Oil || || |
|Quantity (K. Ltrs.) ||- ||50.00 |
|Total Cost (? Lacs) ||- ||16.68 |
|Average Rate (? / K. Ltrs.) ||- ||33366.48 |
|B. Consumption per unit of production || || |
|1. Electricity (Unit/M.T.) || || |
|Agro ||84.01 ||95.90 |
|Sponge Iron ||61.34 ||71.32 |
|SMS (Furnace and Concast) ||777.20 ||845.82 |
|Rolling Mills ||112.52 ||135.97 |
|Particulars ||2018-19 ||2017-18 |
|2. Coal || || |
|Power Plant (per 1000 KWH) ||404.03 ||404.15 |
|Rolling Mills (Kg/M.T.) ||18.90 ||24.32 |
|Sponge Iron (Kg/M.T.) ||865.79 ||915.69 |
Disclosure of Particulars with respect to technology absorption RESEARCH &DEVELOPMENT (R & D)
Specific areas in which R & D carried out by the Company No Research &Development work has been carried out by the Company.
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
1. Efforts in brief made towards technology absorption adaptation etc.
> Absorbing and adapting latest technology in maintenance system.
> Technical Interaction with expert.
> Continuous efforts are being made towards improvements in existing productionprocess.
2. Benefits derived as a result of the above efforts
> Improvement in quality of products.
> Cost reduction
> Improvement in the existing process and productivity.
> Knowledge of updated technology.
FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Activities relating to export initiative taken to increase exports development ofnew export markets for products and export plans - Nil
2. Total foreign exchange used and earned
| ||2018-2019 ||2017-2018 |
| ||(' in Lacs) ||(' in Lacs) |
|Raw Materials ||17033.09 ||2792.76 |
|Stores Chemical and Packaging Materials ||70.21 ||13.33 |
|Capital Goods ||79.06 ||13.10 |
|Earning in foreign currency ||- ||- |
ANNEXURE - III to the Directors Report
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:
(a) ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year;
|Name ||Designation ||Ratio to median remuneration of employees |
|Chandra Prakash Agrawal ||Chairman & Managing Director ||18.86 : 1 |
|Prem Prakash Agrawal ||Whole-time Director ||18.86 : 1 |
|Santosh Kumar Agrawal ||Director (Sales & Marketing) ||18.86 : 1 |
|Nitin Mahavir Prasad Kandoi ||Director (Plant-Operation) ||18.86 : 1 |
|Jyotirindra Nath Dey ||Independent Director ||N.A.* |
|Sanchit Dubey ||Independent Director ||N.A.* |
|Piyush Kankrania ||Independent Director ||N.A.* |
|Sangeeta Upadhyay ||Independent Director ||N.A.* |
Except sitting fees no remuneration is paid to the Non-executive IndependentDirector.
(b) Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
|Name ||Designation ||% increase |
|Chandra Prakash Agrawal ||Chairman & Managing Director ||14.29 |
|Prem Prakash Agrawal ||Whole-time Director ||0.00% |
|Santosh Kumar Agrawal ||Director (Sales & Marketing) ||14.29% |
|Nitin Mahavir Prasad Kandoi ||Director (Plant-Operation) ||14.29% |
|Jyotirindra Nath Dey ||Independent Director ||N.A.* |
|Sanchit Dubey ||Independent Director ||N.A.* |
|Piyush Kankrania ||Independent Director ||N.A.* |
|Sangeeta Upadhyay ||Independent Director ||N.A.* |
|Mayank Agrawal ||Chief Executive Officer ||25.00% |
|Amit Jalan ||Chief Financial Officer ||8.36% |
|Nitesh Kumar ||Company Secretary ||50.00% |
(c) percentage increase in the median remuneration of employees in the financial year:-34.51%
(d) number of permanent employees on the rolls of company; 1362
(e) explanation on the relationship between average increase in remuneration andcompany performance:
The profit before tax for the financial year ended March 31 2019 increased by 148.90%and the profit after tax for the financial year ended March 31 2019 increased by 142.87%whereas the increase in median remuneration is -34.51%.
(f) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;
The total remuneration of KMP increased by 15.61% whereas the profit before taxincreased by 148.90% and the profit after tax increased by 142.87%.
(g) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last- financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:-28.59% (non-Managerial personnel) and 14.26% (Managerial Personnel)
(h) comparison of remuneration of each of the Key Managerial Personnel against theperformance of the company;
|Name ||Designation ||% increase ||Comparison |
|Chandra Prakash Agrawal ||Chairman & Managing Director ||14.29% ||The profit before tax for the financial year ended March 31 2019 increased by 148.90% and the profit after tax for the financial year ended March 31 2019 increased by 142.87%. |
|Prem Prakash Agrawal ||Whole-time Director ||0.00% || |
|Santosh Kumar Agrawal ||Director (Sales & Marketing) ||14.29% || |
|Nitin Mahavir Prasad Kandoi ||Director (Plant-Operation) ||14.29% || |
|Mayank Agrawal ||Chief Executive Officer ||25.00% || |
|Amit Jalan ||Chief Financial Officer ||8.36% || |
|Nitesh Kumar ||Company Secretary ||50.00% || |
(i) the key parameters for any variable component of remuneration availed by thedirectors; Company's financial results the performance of the business unit individualperformance skills and competence fulfillment of various improvement targets or theattainment of certain financial objectives.
(j) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; NIL
(k) We hereby affirm that the remuneration paid to the managerial and non-managerialpersonnel is as per the Remuneration Policy of the Company approved at the board meetingdated 30.05.2014.
The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Report.
ANNEXURE - III to the Directors Report
|Sr. ||Employee Name ||Father Name ||D.O.B ||Age ||Educational Qualification ||Date of Joining ||Salary ||Last Employment ||Desgination ||Deptarment ||Relaiton with Directors ||Experince |
|1 ||SANJAYSHARMA ||SI RAM CHANDRA SHARMA ||15/08/1969 ||50 ||B.E ||20/04/2010 ||1104583 ||ITC RAIPUR ||GM ELECTRIAL ||SPONGE IRON ||No ||26 |
|2 ||KRISHNA KANT GUPTA ||CHOTE LAL GUPTA ||01/07/1969 ||50 ||B.SC ||06/11/2013 ||1111503 ||ABHIJEET PROP LTD ||MANAGER LAB ||POWER PLANT ||No ||21 |
|3 ||PARASHURAM SHUKLA ||RAMJI SHUKLA ||03/05/1960 ||59 ||B.SC ||03/09/2018 ||1140558 ||ANJANI STEEL RAIGARH ||GENRAL MANAGER FURNACE ||STEEL MELT SHOP ||No ||35 |
|4 ||BHASKAR TIWARI ||LATE MAHENDRANATH TIWARI ||31/03/1969 ||50 ||M.SC ||20/06/2015 ||1248857 ||API POWERTECH RAIPUR ||GENRAL MANAGER HR ||HR ||No ||27 |
|5 ||AMIT KUMAR NAN DA ||GAURISHANKAR NAN DA ||18/05/1985 ||34 ||B.TECH ||23/11/2017 ||1253023 ||ELECTROTHERM INDIA LTD GUJRAT ||GENRAL MANAGER PROCESS ||SPONGE IRON ||No ||15 |
|6 ||UMESH RAI ||CHANDU RAI ||10/10/1973 ||46 ||10TH ||10/05/2017 ||1259444 ||BHARAT STEEL MUZAFFARNAGAR ||FOREMAN ||ROLLING MILL ||No ||25 |
|7 ||RAMARAO BALASAHEB ||BALASAHEB KULKURANI ||02/10/1971 ||48 ||AMIE- MECH BOE ||31/03/2018 ||1286173 ||KSK ENERGYWARDHA ||GENRAL MANAGER ||POWER PLANT ||No ||25 |
|8 ||ROHITSARASWAT ||SRI RAD HE SHYAM ||19/06/1984 ||34 ||MBA ||24/05/2012 ||1490650 ||REILANCE CAPITAL INDIA ||GM COMMERCIAL ||PURCHASE ||No ||11 |
|9 ||MAYAN K AG RAWAL ||SRI CP.AGRAWAL ||20/07/1984 ||35 ||BBA ||01/05/2009 ||1500000 ||GOVIND MILL LTD ||CEO ||ADMIN ||Son of CMD ||11 |
|10 ||NITESH KUMAR ||SRI ARJUN RAM ||04/07/1978 ||41 ||B.COM(H) & COMPANY SECRETARY ||11/08/2008 ||1800000 ||GREENPLY INDUSTRIES LTD ||Management Trainee ||COMPLIANCE ||No ||15 |