Your Directors have pleasure in presenting the Thirtieth Annual Report on the affairsof the Company together with the Statement of Accounts for the financial year 2016-17. Thesummarised financial highlights for the financial year vis-a-vis the previous year are asfollows :
1. FINANCIAL HIGHLIGHTS (Rs in Lakhs)
|Particulars ||2016-17 ||2015-16 |
|Earnings before finance cost depreciation & amortization and taxation ||1965.75 ||1685.61 |
|Less : Finance Costs ||609.90 ||751.38 |
|Less : Depreciation and amortization expenses ||852.42 ||863.39 |
|Profit Before Taxation ||503.43 ||70.84 |
|Less : Tax expenses [net of deferred tax effect and MAT credit entitlement] ||136.18 ||(4.32) |
|Profit After Taxation ||367.25 ||75.16 |
|Add : Surplus brought forward ||1520.18 ||1445.02 |
|Net surplus carried to Balance Sheet ||1887.43 ||1520.18 |
2. PERFORMANCE RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review the turnover of the Company was Rs 31546 Lakhs incomparison to Rs 34159 Lakhs in previous years. This marginal decrease in the turnover isdue to a planned shut down of the Blast Furnace for repairs and modernization in the thirdquarter of the last fiscal. However due to better price realization particularly in thefourth quarter of the year under review the Profit before Tax for the year has increasedto Rs 503.43 Lakhs in comparison to Rs 70.84 Lakhs in previous year.
Keeping in view the working capital requirements of the Company your Directors haveploughed back the profits and express their inability to declare any dividend for Equityand Preference shares of the Company for the financial year 2016-17.
During the year under the review the Company has not transferred any amount to thegeneral reserve.
5. SHARE CAPITAL
During the financial year 2016-17 there was no change in the issued and subscribedcapital of your Company.
6. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of business of theCompany.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
7.1 Retirement by Rotation
Pursuant to the provisions of the Companies Act 2013 Mr. Radhey Shyam Jalan (DIN :00578800) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for reappointment. The information as requiredto be disclosed under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 [hereinafter referred to as "SEBI (LODR) Regulations 2015"]in case of re-appointment of Directors is provided in the Notice of ensuing Annual GeneralMeeting.
7.2 Appointment and Resignation
Subject to the approval of the shareholders in the ensuing Annual General Meeting Mr.Radhey Shyam Jalan has been re-appointed as the Managing Director for a term of threeyears w.e.f. 4th November 2016 liable to retire by rotation. Necessary resolution isproposed for approval of the shareholders in the ensuing Annual General Meeting. Briefprofile of the Director proposed to be re-appointed nature of his expertise in specificfunctional areas names of the Companies in which he holds directorship and shareholdingare provided in the Notice of the forthcoming Annual General Meeting.
7.3 Declaration of Independent Directors
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (LODR) Regulations 2015.
7.4 Key Managerial Personnel
Following officials are appointed as the Key Managerial Personnel ("KMP") ofthe Company :
Mr. Radhey Shyam Jalan Chairman and Managing Director;
Mr. Mukesh Bengani Chief Financial Officer;
Mrs. Ruchika Fogla Company Secretary and Compliance Officer.
Remuneration and other details of the KMP are mentioned in the extract of the AnnualReturn which forms part of this Report.
7.5 Meetings of the Board
As required under Section 134 of the Companies Act 2013 the Board of Directors metfour times during the financial year 2016-17 the details of which are given in theCorporate Governance Report that forms part of this Annual Report. Th e intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
7.6 Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the Board of Directors has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees. A structured questionnaire was prepared after taking into consideration theinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance etc.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board of Directors. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure A' and forms part of this Report.
9. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 aseparate Report on Corporate Governance is annexed as Annexure B' andforms an integral part of this Report. A certificate from the Statutory Auditors of theCompany regarding compliance as per SEBI (LODR) Regulations 2015 is annexed to the Reporton Corporate Governance. The declaration by the Managing Director stating that all theBoard members and Senior Management Personnel have affirmed their compliance with theCompany's Code of Conduct for the year ended 31st March 2017 is given in the CorporateGovernance Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion and Analysis Report is annexed herewith as Annexure C' and forms an integral part of this Report.
11. COMPLIANCE CERTIFICATE
The Board has received the Compliance Certificate as required to be given by the ChiefExecutive Officer and the Chief Financial Officer under Regulation 17(8) of SEBI (LODR)Regulations 2015.
12. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of AnnualReturn of the Company in Form MGT - 9 is annexed herewith as Annexure D'and forms an integral part of this Report.
13. AUDITORS AND AUDITORS' REPORT
13.1 Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act 2013 and rules made thereunder the term of office of M/s. Agarwal Maheswari & Co. Chartered Accountants (FirmReg. No. 314030E) as Statutory Auditors of the Company will conclude on the close ofensuing Annual General Meeting of the Company.
The Board places its appreciation to the services rendered by M/s. Agarwal Maheswari& Co. as the Statutory Auditors of the Company.
The Auditors' Report does not contain any qualification reservation or adverse remarkand is self-explanatory and do not call for any further comments. The new StatutoryAuditors of the Company will be appointed in the ensuing Annual General Meeting of theCompany.
13.2 Cost Auditors
The Board of Directors had appointed M/s. Patangi & Co. (Firm Reg. No. 101919Membership No. 30818) as Cost Auditors of the Company for the financial year 2017-18 inits meeting held on 27th May 2017. Th eir remuneration is subject to ratification byshareholders at the ensuing Annual General Meeting. Cost Audit Report for thefinancial year 2015-16 was filed within due date.
13.3 Secretarial Auditors
Pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Rakesh Agrawal & Co. Practicing Company Secretaries (Membership No.F8792) as Secretarial Auditors of the Company. The Secretarial Audit Report in Form MR - 3is annexed herewith as Annexure E' and forms part of this Report. TheReport does not contain any qualification reservation or adverse remark.
13.4 Internal Auditors
Your Company has appointed a reputed firm of Chartered Accountants as the InternalAuditors to carry out the Internal Audit of the entire business of the Company. Theirscope of work and the plan for audit is approved by the Audit Committee. The Reportsubmitted by them is regularly reviewed and their findings are discussed with the processowners and suitable corrective action is taken on an ongoing basis to improve efficiencyin operations.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 the Board of Directors hadapproved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on thewebsite of the Company at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/VIGIL-MECHANISM.pdf.
15. NOMINATION AND REMUNERATION POLICY
The Company follows of policy on remuneration of Directors and Senior ManagementPersonnel. The policy is approved by the Nomination and Remuneration Committee and theBoard of Directors and is annexed herewith as Annexure F' and formspart of this Report. More details on the same are given in the Corporate GovernanceReport. Th e said policy can also be referred to at the Company's website at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/NOMINATION-AND-REMUNERATION-POLICY.pdf.
16. POLICY FOR PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
Th e Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. Pursuant toSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013and rules made there under the Company has a Policy for Prevention of Sexual Harassmentin the Company. All employees (permanent contractual temporary and trainees) are coveredunder this policy.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prohibition Prevention andRedressal) Act 2013. Th e said policy may be referred to at the Company's website at theweb link http://kicmetaliks.com/wp-content/uploads/2016/01/PREVENTION-OF-SEXUAL-HARRASMENT-POLICY.pdf.
17. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 177 of the Companies Act 2013and Regulation 18 of the SEBI (LODR) Regulations 2015. Further details of Audit Committeeare given in the Corporate Governance Report annexed as a part of the Directors' Report.
18.1 Public Deposits
The Company has neither accepted nor renewed any deposits during the year underreview. 18.2
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013
The Company has not made any investment given any loan or guarantee covered underSection 186 of the Companies Act 2013 during the year under the review.
18.3 Contracts and arrangements with related parties
During the year under review there were no contract and arrangements entered intobetween the Company and related parties except remuneration paid to Key ManagerialPersonnel including Directors of the Company.
The Policy on Materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board of Directors may be accessed on the Company'swebsite at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/RELATED-PARTY-TRANSACTION-POLICY.pdf. Your Directors draw attention ofthe shareholders to Note No. 30 to the financial statements which set out relatedparty disclosures.
18.4 Internal Financial Control
The Company has in place adequate internal financial control with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations of the same were observed. 18.5 Insurance
Adequate insurance cover has been taken for properties of the Company includingbuildings plant and machineries and stocks against fire earthquake and other risks asconsidered necessary.
19. RISK MANAGEMENT
Risk management is an integral part of the strategic management of your Company.The process involves periodic identification of risk likely to affect the business fromoperating smoothly and adoption of appropriate measures to address the concerns. In thisregard your Company has identified inherent risks in its operations and record residualrisk after taking specific risk mitigation steps. The Policy on Risk Management asapproved by the Board of Directors may be accessed on the Company's website at the weblink http://kicmetaliks.com/wp-content/uploads/2016/01/RISK-MANAGEMENT-POLICY.pdf.
Further details regarding the same are given in the Management and Discussion AnalysisReport. 20.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has always given priority to the all-round development of the peopleresiding in and around the Company's area of operations. Company understands that there isa need to strike a balance between the overall objectives of achieving corporateexcellence vis--vis the corporate responsibility towards the community. The twinobjective of business and social commitment has prompted your Company to embark uponprogrammes of education health and infrastructural development endeavors; an attempt toinvest technology with a human face.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors would like to inform the shareholders that the audited accountscontaining the financial statements for the financial year 2016-17 are in conformity withthe requirements of the provisions of Section 134(3)(c) read with Section 134(5) and allother applicable provisions of the Companies Act 2013 and they believe that thefinancial statements reflect fairly the form and substance of transactions carried outduring the year and reasonably present the Company's financial condition and results ofoperations.
Based on the same your Directors further confirm according to the best of theirknowledge and belief that:
a) in the preparation of the Annual Accounts for the financial year ended 31st March2017 the applicable Accounting Standards have been followed and there are no materialdepartures from the same;
b) the Directors have 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 2016-17and of the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the Annual Accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Th e Company had no employee during the financial year ended 31st March 2017 whowas drawing remuneration in excess of limits set out under Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence nodisclosure is required for the same.
A. Disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided here below: i) The ratio of remuneration of each Director/KMP to the median remuneration of theemployees of the Company for the financial year 2016-17 :
|Sl. No. ||Name of Directors/KMP and Designation ||Remuneration for financial year 2016-17 ||% increase in remuneration in the financial year 2016-17 ||Ratio of remuneration of each Director/ KMP to median remuneration of employees |
| || ||(Rs in Lakhs) || || |
|1. ||Mr. Radhey Shyam Jalan (Chairman and Managing Director) ||25.50 ||41.67 ||17.96x |
|2. ||Mr. Suresh Kumar Singhal (Non-Executive Independent Director) ||- ||- ||- |
|3. ||Mr. Laxmi Narayan Sharma (Non-Executive Independent Director) ||- ||- ||- |
|4. || || || || |
| ||Ms. Sayantony Banerjee (Non-Executive Independent Director) ||- ||- ||- |
|5. ||Mr. Mukesh Bengani (Chief Financial Officer) ||8.67 ||4.46% ||6.11x |
|6. ||Mrs. Ruchika Fogla (Company Secretary) ||5.41 ||3.04% ||3.81x |
ii) The median remuneration of employees of the Company during the financial year2016-17 was Rs 1.42 Lakhs.
iii) In the financial year 2016-17 there was an increase of 2.90% in the medianremuneration of employees.
iv) There were 264 permanent employees on the rolls of Company as on 31st March 2017.
v) Average percentage increase made in the salaries of employees other than theManagerial Personnel in the financial year under review i.e. 2016-17 was 1.36% whereas theincrease in the managerial remuneration for the same period was 23.11%.
vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other employees.
B. Disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(2)&(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided asAnnexure G' to this Report.
23. MATERIAL ORDERS
There have been no significant and material orders passed by the court or regulators ortribunals impacting the going concern status and Company's operations. Your attention isdrawn to the Contingent Liabilities and commitments shown in the Notes to FinancialStatements forming part of this Annual Report.
24. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments have occurred after the close of the financialyear till the date of this Report which affect the financial position of the Company.
Your Directors would like to place on record its appreciation for the committedservices put in by the employees of the Company. Your Directors would also like to conveyits sincere gratitude to the shareholders bankers regulatory bodies clients and otherbusiness constituents for their continued co-operation and support received.
ANNEXURES TO THIS REPORT
A brief summary of the annexures accompanying this Report are given as below :
|Annexure ||Particulars |
|A ||Conservation of Energy Technology Absorption And Foreign Exchange Earnings and Outgo. |
|B ||Corporate Governance Report. |
|C ||Management and Discussion and Analysis Report. |
|D ||Extract of Annual Return in Form MGT - 9. |
|E ||Secretarial Audit Report in Form MR - 3. |
|F ||Nomination And Remuneration Policy. |
|G ||Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. |
| ||For and on behalf of the Board of Directors |
|Place : Kolkata ||Radhey Shyam Jalan |
|Dated : The 27th day of May 2017 ||Chairman and Managing Director |
ANNEXURE - A' TO THE DIRECTORS' REPORT
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Rule8 of the Companies (Accounts) Rules 2014 and as part of the Directors' Report for thefinancial year ended 31st March 2017.
A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
(i) Th e steps taken or impact on conservation of energy :
In line with the Company's commitment towards conservation of energy it continues withits efforts aimed at improving energy efficiency through innovative measures to reducewastage and optimize consumption. Some of the measures taken by the Company in thisdirection are as under :
a. Installation of energy efficient lighting fixtures.
b. Replacement of inefficient motor.
c. Installed LEDs lighting system at several locations.
d. 4.7 MW Captive Power Plant running successfully which utilizes the waste heat of MBFto produce clean power.
(ii) The steps taken by the Company for utilizing alternate sources of energy :Nil
(iii) The capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption : Nil
(ii) The benefits derived like product improvement cost reduction productiondevelopment or import substitution : Nil
(iii) In case of imported technology :
a) the details of technology imported : No new technology has been imported in last 3years.
b) the year of import : N.A.
c) whether the technology been fully absorbed : N.A.
d) if not fully absorbed areas where absorption has : N.A. not taken place and thereasons thereof; and
(iv) The expenditure incurred on Research and Development : Nil
C. FOREIGN EXCHANGE EARNINGS AND OUTGO : (Rs in Lakhs)
|Particulars ||2016 - 2017 ||2015 - 2016 |
|a) Foreign Exchange earned in terms of Actual Inflows ||Nil ||Nil |
|b) Foreign Exchange used in terms of Actual Outflows ||12782.87 ||10797.50 |
| ||For and on behalf of the Board of Directors |
|Place : Kolkata ||Radhey Shyam Jalan |
|Dated : Th e 27th day of May 2017 ||Chairman and Managing Director |