Prabhu Steel Industries Ltd.
|BSE: 506042||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE821R01015|
|BSE 05:30 | 01 Jan||Prabhu Steel Industries Ltd|
|NSE 05:30 | 01 Jan||Prabhu Steel Industries Ltd|
|BSE: 506042||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE821R01015|
|BSE 05:30 | 01 Jan||Prabhu Steel Industries Ltd|
|NSE 05:30 | 01 Jan||Prabhu Steel Industries Ltd|
The Board of Directors are pleased to present the Company Annual Reportand the Company?s audited financial statements for the financial year ended 31stMarch 2022.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March2022 are as follow:
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY?S AFFAIR
During the year under review your Company achieved total revenue fromoperations of Rs. 164725899/- (previous year Rs. 131322296/-) resulting in increase of25.43% over the previous year. The profit after tax (including other comprehensive income)is at Rs. 5986111/- (previous year Rs. 9514070/- resulting in Decrease of 37.08%).
Your Directors do not recommend any divided for the financial yearended 31s March 2022.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash FlowStatement and consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS IF ANY There is no changein the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND.
There was no transfer during the year to the Investor Education andProtection Fund in terms of Section 125 of the Companies Act 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEETC. The information pertaining to conservation of energy technology absorptionforeign exchange earnings and outgo as required under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as AnnexureA to Director?s Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed also discussed at the meetings ofthe Risk Management Committee and the Board of Directors of the Company. The Company hasconstituted Risk Management Committee and its risk management policy is available on thewebsite of the Company.
10. INTERNAL CONTROL SYSTEM
The Company?s internal controls system has been established onvalues of integrity and operational excellence and it supports the vision of the Company"To be the most sustainable and competitive Company in our industry". TheCompany?s internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and their significant audit observations and followup actions thereon are reported to the Audit Committee.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013
During the year under review your Company has not made any investmentgiven any loan or guarantee falling within the meaning of section 186 of the CompaniesAct 2013 and the rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm?s lengthbasis in the ordinary course of business and are in compliance with the applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There are no materially significant related partytransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. The transactions are being reported in FormAOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with RelatedParty are provided in the Company?s financial statements (note 36) inaccordance with the Accounting Standards. All Related Party Transactions are presented tothe Audit Committee and the Board. Omnibus approval is obtained for the transactions whichare foreseen and repetitive in nature.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. All employees (permanent contractual temporary trainees) are coveredunder the said policy. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 which redresses complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints of sexual harassment from any of the women employees of theCompany.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act 2013following is the link for Annual Return Financial Year 2021-22.www.prabhusteel.in/investors
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year the Board met 7 times on 22/06/202112/08/2021 07/09/2021 11/11/2021 03/02/2022 14/02/2022 and 12/03/2022.
16. DIRECTORS? RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 The Board ofDirectors of the Company hereby confirm:
That in the preparation of the annual accounts the applicableaccounting standards have been followed and there has been no material departure.
That the selected accounting policies were applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31st March 2022 and thatof the profit of the Company for the year ended on that date.
That proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
That the annual accounts have been prepared on a going concern basis.
The Board has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Company has neither accepted nor renewed any deposits during theyear under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given as Annexure C to this report. In terms of provisions
of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said Rules if any forms part of the Report. Thepolicy is available on the Company?s website. www.cospowerindia.com.
Mr. Krishanu Harish Agrawal is liable to retire by rotation in thisensuing Annual General Meeting and being eligible he has offered himself forreappointment. During the financial year in the Annual General meeting held on 30thSeptember 2021 Mr. Dinesh Agrawal was re-appointed as Managing Director of the Company fora term of 3 years and Mr. Harish Agrawal was re-appointed as Whole Time Director of theCompany for a term of 3 years Your directors recommend her re-appointment. Pursuant to theprovisions of Section 149 of the Act the Independent Directors have submitteddeclarations that each of them meets the criteria of independence as provided in Section149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBIListing Regulations. There has been no change in the circumstances affecting their statusas Independent Directors of the Company.
20. COMMITTEES OF THE BOARD
In accordance with the Companies Act 2013 the Board has formed a RiskManagement Committee. There are currently 3 Committees of the Board as follows:
The Audit Committee of the Company is constituted in line with theprovisions of Section 177 of the Companies Act 2013 read with regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Audit Committeeas on the date of the report comprises of 2 Non-Executive Independent Directors & 1Executive Director.
Following are the members of the Committee
During the year there were in total 4 Audit committee meetings held on22/06/2021 12/08/2021 11/11/2021 and 14/02/2022.
The Chairperson of Audit Committee was present in previous AGM held on30/09/2021 to answer shareholder?s queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity?s financial reporting process andthe disclosure of its financial information to ensure that the financial statement iscorrect sufficient and credible;
2 Recommendation for appointment remuneration and terms of appointmentof auditors of the listed entity; 3 Approval of payment to statutory auditors for anyother services rendered by the statutory auditors; 4 Reviewing with the management thequarterly financial statements before submission to the board for approval;
5 Reviewing and monitoring the auditor?s independence andperformance and effectiveness of audit process. 7 Approval or any subsequent modificationof transactions of the listed entity with related parties. 8 Evaluation of internalfinancial controls and risk management systems.
9 reviewing with the management performance of statutory and InternalAuditors adequacy of the internal control systems.
10 Reviewing the adequacy of internal audit function if any includingthe structure of the internal audit department staffing and seniority of the officialheading the department reporting structure coverage and frequency of internal audit.
11 Discussion with internal auditors of any significant findings andfollow up there on.
12 Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board.
13 Discussion with statutory auditors before the audit commences aboutthe nature and scope of audit as well as post-audit discussion to ascertain any area ofconcern.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessingthe qualifications experience and background etc. of the candidate.
16 Carrying out any other function as is mentioned in the terms ofreference of the audit committee
Nomination And Remuneration Committee
The Nomination and Remuneration Committee of the Company is constitutedin line with the provisions of Section 178 of the Companies Act 2013 read with regulation19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCommittee comprises of 3 Non-Executive Directors. The Nomination and RemunerationCommittee met Once in the Financial Year 2021-2022 on 11/02/2022. The necessary quorum waspresent in the said meetings. The Chairman of the Nomination and Remuneration Committeewas present at the last Annual General Meeting of the Company held on 30/09/2021.
The composition of the Committee and the details of meetings held andattended by the Directors are as under:
Role of nomination and remuneration committee inter-alia include thefollowing:
(1) Formulation of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board of Directorsa policy relating to the remuneration of the directors key managerial personnel andother employees;
(2) Formulation of criteria for evaluation of performance ofindependent directors and the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the board of directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.
(6) To recommend to the Board all remuneration in whatever formpayable to senior management.
The policy on directors? appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters is available on company's website.
Remuneration of Directors
The remuneration of the Whole- Time Director is recommended by theRemuneration Committee and then approved by the Board of Directors and subsequently by theshareholders in general meeting within the limits prescribed in Companies Act 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees forattending Board and Committee Meetings and no Commission is drawn by either of them duringthe year.
Performance evaluation criteria for Independent Directors: 1)Attendance and participations in the meetings. 2) Preparing adequately for the boardmeetings.
3) Contribution towards strategy formation and other areas impactingcompany performance 4) Rendering independent unbiased opinion and resolution of issues atmeetings. 5) Safeguard of confidential information. 6) Initiative in terms of new ideasand planning for the Company. 7) Timely inputs on the minutes of the meetings of the Boardand Committee?s.
8) Raising of concerns to the Board
The Nomination and Remuneration Policy devised in accordance withSection 178(3) and (4) of the Companies Act 2013 is available at the website of theCompany: www.cospowerindia.com Further criteria of making payments to non-executivedirectors the details of remuneration paid to all the Directors and the other disclosuresrequired to be made under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 have been published below:
Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted inline with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee comprises of 2 Non-Executive Independent Directors 1Executive Director.
The committee looks into the shareholders and investors grievances thatare not settled at the level of Compliance Officer and helps to expedite the sharetransfers and related matters. The Committee periodically reviews the status ofstakeholders? grievances and redressal of the same.
The Committee met on 22/06/2021 02/09/2021 05/11/2021 and 08/02/2022.
The necessary quorum was present for all the meetings. The Chairman ofthe Committee was present at the last Annual General Meeting of the Company held on 30thSeptember 2021. The composition of the Committee during FY 2021-22 and the details ofmeetings held and attended by the Directors are as under:
Following are the members of the Committee
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listedentity including complaints related to transfer/ transmission of shares non-receipt ofannual report non-receipt of declared dividends issue of new/ duplicate certificatesgeneral meetings etc. (2) Review of measures taken for effective exercise of voting rightsby shareholders. (3) Review of adherence to the service standards adopted by the listedentity in respect of various services being rendered by the Registrar & Share TransferAgent. (4) Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/ statutory notices by the shareholders of the Company.
21. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIRAPPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approveda Policy for Selection Appointment and Remuneration of Directors which inter-aliarequires that composition and remuneration is reasonable and sufficient to attract retainand motivate Directors KMP and senior management employees and the Directors appointedshall be of high integrity with relevant expertise and experience so as to have diverseBoard and the Policy also lays down the positive attributes/criteria while recommendingthe candidature for the appointment as Director.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Boardthat they fulfil all the requirements as stipulated in Section 149(7) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.
23. STATUTORY AUDITORS
M/s. CA Gulshan Jham Chartered Accountant (Membership No. 408315) hadtendered their resignation from the position of Statutory Auditors effective from February03 2022 resulting into a casual vacancy in the office of Statutory Auditors of theCompany as envisaged by section 139(8) of the "Companies Act 2013 ("Act").Since a casual vacancy in terms of Section 139(8) of the Act caused by the resignationof auditors can be filled up by the Company in General Meeting as per recommendation ofAudit Committee the Board proposes that M/s. Manish N Jain & Co. CharteredAccountants (Firm Registration No.: 138430W) be appointed as the Statutory Auditors of theCompany to fill the casual vacancy caused by the resignation of M/s. CA Gulshan JhamChartered Accountant. M/s. Manish N Jain & Co. were appointed by the members in theExtra Ordinary General Meeting held on Tuesday the 17 day of May 2022 to fill casualvacancy caused by the resignation of M/s. CA Gulshan Jham. M/s. Manish N Jain & Co.hold office until the conclusion of this Annual General Meeting and The Company hasproposed an Ordinary Resolution for appointment of Statutory Auditor for a further periodof 5 years
24. INTERNAL AUDITORS
Mr. Harnoor Jham Chartered Accountants were appointed as internalauditors by the Board for the financial year 2021-22 and who have issued their reports onquarterly basis.
25. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. CompanySecretaries as Secretarial Auditors of the Company to carry out the Secretarial Audit forthe Financial Year 2021-2022 and to issue Secretarial Audit Report as per the prescribedformat under rules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report for the FY 2021-22 is annexed herewith and forms part of thisreport as Annexure D. Secretarial Audit is not applicable to the Subsidiary notbeing a material subsidiary.
26. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules 2014 isnot applicable to the Company. Maintenance of cost records as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 was not applicable for thebusiness activities carried out by the Company for the FY 2021-22. Accordingly suchaccounts and records are not made and maintained by the Company for the said period.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS
The Secretarial Auditor M/s Jaymin Modi & Co. has made thefollowing observation / qualification in his report
Company received a letter from National Financial Reporting Authorityto review the financial statements of Prabhu Steels Limited ("Prabhu Steels" or"the Company") (CIN L28100MH1972PLC015817) for the Financial Year 2019-20pursuant to which some observations/ queries were raised to which Company replied to allthe points and queries in stipulated time and also made an amendments to all the erroneousreporting mentioned by NFRA.
Some of the Intimations under the provisions of the Companies Act 2013have been filed after the lapse of statutory time period. However necessary additionalfees have been remitted for such delay.
During the audit period Company was suspended and received therevocation of suspension notice from stock exchange (BSE LTD) on 05 May 2021. The reportof the Statutory Auditor Secretarial Auditor and Internal Auditor does not have anyqualifications reservations or adverse remarks or disclaimers made by the auditors andthe practicing company secretary in their reports.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management?s Discussion and Analysis Report for the year underreview as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisAnnual Report as Annexure E.
29. HOLDING SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding Subsidiary Joint Ventures AndAssociate Companies.
30. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimisation of employees and Directors who expresstheir concerns. he Vigil Mechanism Policy is available at the website of the Company:www.prabhusteel.in.
31. REPORTING OF FRAUD BY AUDITORS
During the year under review the Internal Auditors Statutory Auditorsand Secretarial Auditor have not reported any instances of frauds committed in the Companyby its Officers or Employees to the Audit Committee under section 143(12) of the Actdetails of which needs to be mentioned in this Report.
32. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act 2013 and Regulation 17 of theListing Regulations the performance evaluation of the Board and its Committees werecarried out during the year under review.
33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financialposition of the Company occurred during the financial year.
34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?SOPERATIONS IN FUTURE.
During the year there has been no significant material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status andcompany?s operations in future.
35. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs withdiligence transparency responsibility and accountability thereby upholding the importantdictum that an organization?s corporate governance philosophy is directly linked tohigh performance. The Company understands and respects its fiduciary role andresponsibility towards its stakeholders and society at large and strives to serve theirinterests resulting in creation of value for all its stakeholders. In terms of Regulation34 of SEBI (LODR) Regulations furnishing of Corporate Governance Report is not applicableto the company.
36. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in forceand hence particulars are not furnished as the same are not applicable. No proceedingsagainst the Company is initiated or pending under the Insolvency and Bankruptcy Code2016. The details of difference between amount of the valuation done at the time ofonetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof Not Applicable.
The Company seeks to promote highest levels of ethical standards in thenormal business transactions guided by the value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandates formulation of certain policies forlisted companies. The Policies are reviewed periodically by the Board and are updatedbased on the need and compliance as per the applicable laws and rules and as amended fromtime to time. The policies are available on the website of the Company.
38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with thenecessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 tothe extent applicable to the Company.
39. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success the marketplace and agood reputation are among the primary determinants of value to the shareholder. Theorganisational vision is founded on the principles of good governance and deliveringleading-edge products backed with dependable after sales services. Following the visionyour Company is committed to creating and maximising long-term value for shareholders.
40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANYON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of Corporate Social Responsibility is not applicable toour company.
Your Directors take this opportunity to express their sincereappreciation and gratitude for the continued cooperation extended by shareholdersemployees customers banks suppliers and other business associates.
By order of the Board For Prabhu Steel Industries Limited
ANNEXURE A TO THE DIRECTORS? REPORT
Information pursuant to the Companies (Accounts) Rules 2014
(A) Conservation Of Energy i)The steps taken or impact on conservationof energy: NIL ii) The steps taken by the company for utilizing alternate sources ofenergy: NIL iii) The capital investment on energy conservation equipment?s: NIL
(B) Technology Absorption i) The efforts made towards technologyabsorption: NIL
ii) The benefits derived like product improvement cost reductionproduct development or import substitution: Better economy reduction in emission &clean operation; Optimum efficiency
iii)In case of imported technology (imported during the last yearreckoned from the beginning of the financial year): NIL The details of technologyimported: NIL The year of import: NIL Whether the technology fully absorbed: NIL If notfully absorbed areas where absorption has not taken place and the reasons thereof; and:NIL
iv) The expenditure incurred on Research and Development: NIL
(C) Foreign Earning and Outgo : Nil