Your directors have pleasure in presenting their 27th Annual Report togetherwith the financial statements for the year ended 31st March 2017.
The financial highlights for the year under review are as follows:
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Sales - Gross ||2519747504 ||3003267454 |
|Profit after Interest & Depreciation ||13003235 ||61231683 |
|Provision for Tax ||10424739 ||10424739 |
|Profit after Tax ||2918349 ||47303603 |
|Add: Taxation Adjustments of Previous Years ||- ||- |
|Add: Balance of Profit brought from previous year ||(2545303) ||(2545303) |
|Profit available for Appropriation ||2918349 ||47303603 |
|APPROPRIATIONS || || |
|Equity Dividend Proposed (Final) ||- ||- |
|Dividend Distribution Tax (Final) ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance Carried Forward ||2918349 ||47303603 |
Your Company is engaged in manufacture and supply of Iron & Steel products. Thefinancial year 2016-17 remained challenging for the Company in achieving production andsales volume. The company's branded steel products which are most vibrant relevant andpreferred by most customers for quality at competitive prices and effective managementhelped the company to perform well even at the challenging market conditions.
During the year the turnover was Rs. 2519747504/- as against Rs. 3003267454/-for the previous year. The profit before tax of was Rs.13003235 /- as against Rs.61231683/- for the previous year.
The Board of Directors has not recommended any dividend for the financial year.(Previous year: NIL).
Consolidated Financial Results:
The preparation and presentation of Consolidated Financial Statements does not arise asthe Company disposed its shareholding in its associate- Gita Renewable Energy Limited tothe extent of 7% from 26% to 19% during the year.
Gita Renewable Energy Limited is no longer an associate of the company since theCompany has disposed off 7% of its shareholding from 26% to 19% as required by theElectricity Rules 2005.
Your Company has not transferred profit to the General Reserve for the financial yearended 31st March 2017.
Management Discussion & Analysis:
A detailed analysis of performance of the Industry and the Company is provided in theManagement Discussion and Analysis Report as Annexure I which forms an integralpart of this report.
Directors' Responsibility Statement:
In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Meetings of the Board:
Six Board Meetings were held during the financial year and the details of which areavailable in Report on Corporate Governance as Annexure IIB which forms anintegral part of this Report
Directors and KMP:
Mr. M.K. Madhavan resigned as Company Secretary and Mr. R. Balaji Ravigopal wasappointed as Company Secretary effective from 2nd July 2016
Mr. Ravi Kumar Gupta resigned as Chairman and Managing Director of the Company. Mr.Kanishk Gupta was appointed as Chairman and Managing Director by change of designationfrom Director to Chairman and Managing Director effective from 24th October2016.
Mr. K. Selvakumar Independent Director retires with the conclusion of the ensuing AGM.The Board of Directors places on record their great appreciation and thanks to Mr. RaviKumar Gupta and Mr. K. Selvakumar for their services
Declaration by Independent Directors:
All the Independent Directors have given the declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 read with theRules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations 2015.
Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V ofSEBI (LODR) Regulations 2015 a separate Report on Corporate Governance for the financialyear ended 31st March 2017 along with the Auditor's Certificate on Complianceis enclosed as Annexure II and is forming part of this Report
The Board of Directors has an audit committee and the composition powers role andterms of reference of the Audit Committee are in accordance with the requirements mandatedunder Section 177 of the Companies Act 2013 read with the Rules made thereunder andRegulation 18 and 21 read with Part C of Schedule II of SEBI (LODR) Regulations 2015.
The details of Audit Committee along with the details of the Meetings held during thefinancial year are given in the Corporate Governance Report that forms part of thisReport.
Particulars of employees and related disclosures:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Subrules(1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement is enclosed in Annexure III.
Auditors and Auditors' Report:
The office of Auditors held by M/s. Chaturvedi & Company Chartered Accountantsends with the conclusion of the 27th Annual General Meeting. The appointment ofnew Auditors will be proposed at the ensuing AGM.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does notarise.
The Board appointed M/s. Vivekanandan & Unni Associates Cost Accountants as CostAuditors for the financial year 2017-18 to carry out the cost audit of Company's recordsand fixed a remuneration of Rs.60000/- subject to members' approval.
Particulars of loans guarantees or investments by the company:
The particulars of Investments Loans and Guarantees covered under the provisions ofSection 186 of the Companies Act 2013 read with the rules made thereunder are given inthe Notes to the Financial Statements.
Related Party Transactions:
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of the SEBI (LODR) Regulations 2015 during the financial year werein the ordinary course of business and on an arms' length basis and do not attract theprovisions of Section 188 of the Companies Act 2013. However pursuant to the provisionsof Regulation 23 (2) of the SEBI (LODR) Regulations 2015 prior approval of the AuditCommittee and Risk Management Committee was sought for entering into the Related PartyTransactions.
During the financial year the Company had not entered into any contract / arrangement/ transactions with Related Parties which could be considered as material in terms ofRegulation 23 of the SEBI (LODR) Regulations 2015. In accordance with Accounting Standard18 the Related Party Transactions are disclosed in the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties:
There were no materially significant transactions with Related Parties during thefinancial year 2016-17 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.
The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on Material RPTs.Particulars of Contracts or Arrangements with Related Parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure IV.
Conservation of Energy Technology absorption and Foreign Exchange Earnings &Outgo:
Details of energy conservation technology absorption foreign exchange earnings andoutgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are given as Annexure V formingpart of this Report.
Code of conduct:
The Board has formulated a Code of Conduct for Directors and Senior ManagementPersonnel of the Company. A Declaration affirming on the compliance of Code of Conduct isprovided in Annexure VI.
Adequacy of Internal Financial Controls:
The company has formulated as Internal controls policy. In the opinion of Board It isadequate to mitigate risks and provided reasonable assurance that operations/transactionsare efficient and assets are Safeguarded.
Material Changes and Commitments:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year i.e. 31st March 2017) and the dateof the Report i.e. 29th May 2017).
The details forming part of the extract of the Annual Return in form MGT-9 is enclosedand marked as Annexure VII.
The Remuneration policy of the Company comprising appointment and remuneration of theDirectors 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 Corporate Governance Report.
Pursuant to the provisions of Section 204 of the Companies Act2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s.S.Dhanapal & Associates a firm of Company Secretaries Chennai toundertake the Secretarial Audit of the Company for the Financial Year 2016-17.
There are no qualifications reservation or adverse remark or disclaimer made by theauditors in their report and thus the explanations or comments by the Board does not arise
The Secretarial Audit Report is given as Annexure VIII forming part of thisReport.
Vigil Mechanism/Whistle Blower Policy:
The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations 2015.
Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.
Significant and material orders impacting the company:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors were carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors were carriedout by Independent Directors. Details of the same are given in the Report on CorporateGovernance annexed hereto.
Corporate Social Responsibility (CSR):
The company is not covered under section 135 of the Companies Act2013 and formulationof CSR policy and constitution of a CSR committee did not arise.
Anti- Sexual Harassment Policy:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaints were received during thefinancial year 2016-17.
Mr. Kanishk Gupta Chairman and Managing Director and Mr.Vishal Keyal Whole-timeDirector and Chief Financial Officer given their certification to the Board in terms ofunder the SEBI (LODR) Regulations 2015.
Your directors place on record a great appreciation of the fine efforts of allExecutives and Employees of the Company which was instrumental to achieve profitabilityand stability of the Company for the financial year. Your directors also express theirsincere thanks to various Departments of Central Government Government of TamilnaduTANGEDCO State Bank of India Corporation Bank the Customers Shareholders and all otherstakeholders for continuing support and encouragement during the financial year and expectthe same in future also.
| ||For and on behalf of the Board of Directors |
|Date: 29th May 2017 ||KANISHK GUPTA |
|Place: Chennai ||Chairman & Managing Director. |