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Panchmahal Steel Ltd.

BSE: 513511 Sector: Metals & Mining
NSE: PANCHMSTEL ISIN Code: INE798F01010
BSE 16:01 | 24 Apr 35.00 -2.75
(-7.28%)
OPEN

37.00

HIGH

37.00

LOW

34.70

NSE 05:30 | 01 Jan Panchmahal Steel Ltd
OPEN 37.00
PREVIOUS CLOSE 37.75
VOLUME 2076
52-Week high 56.65
52-Week low 31.05
P/E 11.18
Mkt Cap.(Rs cr) 67
Buy Price 34.75
Buy Qty 75.00
Sell Price 34.90
Sell Qty 2000.00
OPEN 37.00
CLOSE 37.75
VOLUME 2076
52-Week high 56.65
52-Week low 31.05
P/E 11.18
Mkt Cap.(Rs cr) 67
Buy Price 34.75
Buy Qty 75.00
Sell Price 34.90
Sell Qty 2000.00

Panchmahal Steel Ltd. (PANCHMSTEL) - Director Report

Company director report

To

The Members

Your Company's Directors are pleased to present the 45th Annual Report of the Companytogether with the Statement of Audited Accounts for the financial year ended 31st March2018.

FINANCIAL RESULTS
(Rs. in lacs)
Particulars Year ended Year ended
31.03.2018 31.03.2017
Revenue from Operations 39821.93 36241.01
Operating Expenses 38172.03 34450.36
Operating Profit before Interest Tax Depreciation & Amortization 1649.90 1790.65
Depreciation & Amortization Expense 783.65 778.08
Finance Costs 1291.18 1351.15
Other Income 463.93 363.76
Profit/(Loss) before Exceptional & Extraordinary Items and Tax 38.99 25.18
Exceptional & Extraordinary Items - -
Profit/(Loss) before Tax 38.99 25.18
Tax Expense (including Deferred Tax) (15.72) (6.99)
Tax for Earlier Years - 2.77
Profit for the year from Continuing Operations 54.71 29.40
Other Comprehensive Income - -
Total Comprehensive Income for the year 54.71 29.40

TRANSFER TO RESERVES

In view of inadequacy of profits for the financial year under review no amount hasbeen transferred to the Reserves.

STATE OF COMPANY AFFAIRS / REVIEW OF OPERATIONS

The total revenue (including other income) of the Company during the year was Rs.402.86crores as compared to Rs.366.05 crores in the previous year. The Company reported a totalcomprehensive income of Rs.54.71 lacs for the year under review. The business environmentthough challenging looks promising and optimistic considering the overall economicenvironment and marketing strategy of the Company.

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2018 has been prepared in accordance with the Indian AccountingStandards (Ind- AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2018.

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this Report.

DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March 2018.

SHARE CAPITAL

The paid-up Equity Share Capital of your Company as on March 31 2018 was Rs.19.08crores. The Company has not issued shares with differential voting rights/Bonus Shares norhas granted stock options/sweat equity and has not bought back any of its securitiesduring the year under review.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are nooutstanding deposits as at 31st March 2018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that: a)in preparation of the annual accounts for the year ended March 31 2018 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit of the Company for the year ended on that date; c) they have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) they have prepared the annual accounts ona 'going concern' basis; e) they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Company has implemented procedures and adopted practices in conformity with theCode of Corporate Governance as stipulated under Regulation 34 read with Schedule V(C) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. TheCompany has implemented Code of Conduct for all its Executive Directors and SeniorManagement Personnel Non-Executives Non-Independent and Independent Directors who haveaffirmed compliance thereto. The said Code of Conduct has been posted on the website ofthe Company.

The Management Discussion and Analysis Report and the Corporate Governance Reportappearing elsewhere in this Annual Report forms part of Directors Report. A certificatefrom the Statutory Auditors of the Company certifying the compliance of conditions ofCorporate Governance is also annexed thereto.

CORPORATE SOCIAL RESPONSIBILITY

The provisions as prescribed under Section 135 of the Companies Act 2013 with regardto corporate social responsibility along with Rules made thereunder are not applicable tothe Company. The Corporate Social Responsibility Policy and the Committee shall be framedand constituted as and when required.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Company has not directly or indirectly: a) given any loan to any person or otherbody corporate other than usual advances envisaged in a contract of supply of materials ifany b) given any guarantee or provide security in connection with a loan to any otherbody corporate or person; and c) acquired by way of subscription purchase or otherwisethe securities of any other body corporate exceeding sixty percent of its paid-up sharecapital free reserve and securities premium account or one hundred percent of its freereserves and securities premium account whichever is more.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions.The said Policy on Related PartyTransactions as approved by the Board is uploaded on the Company's web-site.

There were no related party transactions entered into during the financial year underSection 188 of Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors

Mr. Hanish Malhotra Director (Marketing) and Mr. Mohanraj M. Singhi IndependentDirector have resigned from the Board of Directors with effect from 17th May 2017 and8th July 2017 respectively.

The Board records its appreciation for the valuable services rendered by both theDirectors. Re-appointments

In accordance with the applicable provisions of the Companies Act 2013 and Rules madethereunder Mr. Pradeep Sharma retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for reappointment. The Board recommends hisre-appointment.

The Board has re-appointed Mr. Ashok Malhotra as Managing Director of the Companyw.e.f. 1st April 2018 for a period of 3 years. The Board recommends his re-appointment.

Declaration by Independent Directors

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(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

In accordance with the provisions of Section 152(6)(e) of the Companies Act 2013 noneof the Independent Directors are liable to retire by rotation.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the annualevaluation of the performance of the Board its committees and of individual directors hasbeen made by the Board of Directors of the Company. The details of Board evaluationprocess have been provided under the Corporate Governance Report.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor Independent Directors to familiarize them with their role rights and responsibilitiesas Directors the operations of Company business overview etc. The details offamiliarization programme are explained in the Corporate Governance Report.

Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee had frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The details of the Remuneration Policy forms part of Corporate GovernanceReport of this Annual Report.

Number of Meetings of the Board

The details of the number of meetings held during the financial year 2017-18 forms partof the Corporate Governance Report. The Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and Regulation 17(2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Committees of the Board The Board of Directors has thefollowing Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report.

Key Management Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagement Personnel of the Company are - Mr. Ashok Malhotra Chairman & ManagingDirector Mr. Pradip H. Gupta Chief Financial Officer and Mr. Deepak Nagar GM (Legal)& Company Secretary. During the year there were no changes in Key ManagementPersonnel of the Company.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 the Members atthe 44th Annual General Meeting of the Company held on 21st September 2017 appointed M/sAtul Parikh & Co Chartered Accountant (Firm Reg. No.106496W) as statutory auditors ofthe Company from the conclusion of the 44th Annual General Meeting till the conclusion of49th Annual General Meeting covering one term of five consecutive years subject toratification by the members at each intervening Annual General Meeting.

The requirement to place the matter relating to appointment of Statutory Auditors forratification by Members at every Annual General Meeting has been done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs. Accordinglyno resolution is proposed for ratification of appointment statutory auditors of theCompany. They are eligible for re-appointment and have given their confirmation that theyare not disqualified from continuing as Auditors of the Company.

There is no audit qualification reservation or adverse remark or disclaimer given bythe Auditors in their Report for the year under review.

Internal Auditors

Your Company has appointed M/s Saurabh Shah & Co. Chartered Accountants Vadodaraas Internal Auditors to carry out the Internal Audit of various operational areas of theCompany.

Cost Auditors

M/s Kiran J. Mehta & Co. Cost Accountants Ahmedabad the Cost Auditors of theCompany carried out the audit of cost records for steel Plant of the Company during theyear.

The Board of Directors on the recommendation of the Audit Committee has appointed M/sKiran J. Mehta & Co. Cost Accountants (Firm Registration Number 000025) as CostAuditor to audit the cost records of the Company for the financial year 2018-19. Asrequired under the Companies Act 2013 a resolution seeking members' approval for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting for their ratification.

The Cost Audit Report for the financial year 2016-17 was filed with the Ministry ofCorporate Affairs on 31st August 2017.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act 2013 Mr. NirajTrivedi Practising Company Secretary Vadodara have been re-appointed by the Board asSecretarial Auditor of the Company for the financial year 2018-19. The Secretarial AuditReport as issued by the Secretarial Auditor in Form No. MR-3 for the financial year2017-18 is annexed herewith as "Annexure -A" and forms integral part of thisAnnual Report. The Secretarial Audit Report does not containany qualification reservationor adverse remark. The Company has complied with applicable Secretarial Standards duringthe year.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under Section 134(3)(a) and 92(3) of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 forms part of this report as "Annexure-B".

AUDIT COMMITTEE

During the year the Board has accepted all recommendations of Audit Committee andaccordingly no disclosure is required to be made in respect of non-acceptance of therecommendation of the Audit Committee by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to ensure appropriate risk management withinits systems and culture. The Board of Directors and the Audit Committee of the Companyperiodically reviews the Risk Management Policy of the Company. The provisions relating toRisk Management Committee are not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. These systems are routinely tested by Statutory as well asInternal Auditors. Significant audit observations if any and follow up actions thereonare reported to the Audit Committee.

The Company has in place adequate internal financial controls with reference tofinancial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHNAGE EARNINGS &OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-C" to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is attached as "Annexure- D" to thisReport.

The statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out under Section 197(12) of the Act read withRules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure- E" to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of the Company and its future operations.

SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANY

Honeyvick Enterprises Private Limited is a holding company of the Company holding55.12% Equity Share Capital of the Company. Neither the Company has any subsidiary/associate/ joint venture company nor any other company has become subsidiary/ Associate/Joint Venture company of the company during the year.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

During the year under review the company has not received any complaints on sexualharassment and hence no complaints remain pending as of 31 March 2018.

APPRECIATION

Your Directors thank the Banks Financial Institutions Shareholders Customers andSuppliers for their co-operation and support to the Company. The Directors express theirsincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors
Place : Vadodara Ashok Malhotra
Date : 11th August 2018 Chairman & Managing Director