To the Members Prakash Steelage Limited
The Board of Directors presents the 29th (Twenty-Ninth) Annual Report on theBusiness and Operations of your Company together with the Audited Financial Statements(Standalone) for the year ended 31st March 2020.
FINANCIAL SUMMARYAND HIGHLIGHTS
The financial highlights of the Company (Standalone) for the year ended 31stMarch 2020 are summarized below:
|Particulars || |
| ||31.03.2020 ||31.03.2019 |
|Total Revenue ||3325.92 ||6530.08 |
|Less: Expenses ||2891.99 ||4028.07 |
|Less: Depreciation ||202.03 ||236.34 |
|Profit / Loss Before Exceptional Item ||231.90 ||2265.67 |
|Less : Exceptional Item ||316.06 ||886.00 |
|Profit / Loss Before Tax (PBT) ||(84.16) ||1379.67 |
|Less : Tax ||(60.37) ||5.39 |
|Profit / (Loss) After Tax (PAT) ||(23.79) ||1374.28 |
(Note : For the Financial Year ending 31st March 2020 the accounts of theCompany has not been consolidated as the Company has not received the Audited Accounts ofTubacex Prakash India Private Limited (associate company) for the Financial Year2019-2020.)
The total revenue for the year ended March 31 2020 is Rs.3325.92 Lakh as compared toRs.6530.08 Lakh in the previous year on Standalone basis. The Company has suffered lossof Rs.23.79 Lakhs as compared to previous year Profit stood of Rs.1374.28 Lakh. Furtherdue to the meltdown in the prices of nickel chromium molybdenum and unfavorable marketfor steel industry which had a pressure on the realisability of our receivables stockand selling prices resulting into operational losses during the year under review.
Due to financial constraints the Company defaulted in making payments to its Bankersand had received a notice from the Lead Bank in terms of Section 13(2) of theSecuritization and Reconstruction of Financial Assets and Enforcement of Security InterestAct 2002. The Company has submitted a workable re-scheduled proposal to the Banks.
On account of the spread of COVID 19 virus the Central / State Government had imposeda Lockdown in the month of March 2020 leading to shut down of the Company's manufacturingfacilities and operations. The Company has resumed its operations in a phased manner asper directives from the Government and at present Silvassa Plant is working with limitedoperations and many of the employees are working from home only and ensure that requiredoperations are not affected adversely.
Your Directors do not recommend any dividend for the Financial Year 2019-20 on accountof loss incurred by the Company in the year under review.
Further your Company has not transferred any amount to its reserves for the FinancialYear 2019-20.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2020 has been prepared in accordance with theIndianAccounting Standards (IndAS) notified under Section 133 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 as amended from time to time. The estimatesand judgements relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended 31stMarch 2020. Notes to the financial statements adequately cover the Audited Statements andform an integral part of this Report.
The paid-up share capital of the Company as on March 312020 stood atRs.175000390/-comprising of 175000390 Equity Shares of Re.1/- each.
During the year under review the Company has not issued shares or convertiblesecurities or shares without differential voting rights nor has granted any employee stockoptions or sweat equity shares.
As on March 31 2020 none of the Directors of the Company hold instruments convertibleinto Equity Shares of the Company.
DETAILS OF SUBSIDIARY/JOINTVENTURE/ASSOCIATE
The Company has prepared its Standalone Financial Statements for the Financial Yearended March 31 2020 as prescribed under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014.
The Company has no Subsidiary Company. The Company has not received the AuditedAccounts for the Financial Year 2019-20 from Tubacex Prakash India Private Limited("the Associate Company"). For the purpose of valuation the unaudited accountsfor the Financial Year2019-20 of the Associate Company have been considered.
The salient features of the financial statements of Company's Associate Company aregiven in 'Annexure I' which forms part of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS
The Company has in place adequate internal financial control with reference tofinancial statements some of which are outlined below.
Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under the Companies (Indian Accounting Standards) Rules2015 ("Ind AS") as amended by the Companies (Indian Accounting Standards) Rules2016 The Companies (Indian Accounting Standards) Rules 2017 and that continue to applyunder Section 133 and other applicable provisions if any of the Companies Act 2013 readwith Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions of theCompanies Act 2013 to the extent applicable. These are in accordance with GenerallyAccepted Accounting Principles (GAAP) in India. Changes in policies if any are approvedby the Audit Committee in consultation with the Auditors.
The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. Internal Auditors have been appointed which report on quarterly basis on theoperations of the Company. The observations if any of the Internal Auditors areresolved to their satisfaction and are implemented across all the sites.
EXTRACT OF THEANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) & 134(3)(a) of the Companies Act 2013 read with theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 is annexed as Annexure 'II' which forms an integral part of thisReport and is also available on the Company's website viz. www.prakashsteelage.com.
NUMBER OF MEETINGS
a) Board of Directors
The Board of Directors met Four (4) times in the Financial Year. The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of the Annual Report. The intervening gap between thetwo (2) meetings did not exceed 120 days in accordance with the provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 hereinafter referred to as "SEBI (LODR).
b) Audit Committee
During the year Four (4) Audit Committee Meetings were convened and held. The detailspertaining to composition of Audit Committee and the attendance of theAudit Committeemembers are provided in the Corporate Governance Report which forms part of the AnnualReport. The intervening gap between the two (2) meetings did not exceed 120 days inaccordance with the provisions of the Companies Act 2013 and the SEBI (LODR).
c) Nomination & Remuneration Committee
During the year Three (3) Nomination and Remuneration Committee Meetings were convenedand held. The details pertaining to composition of Nomination and Remuneration Committeeand the attendance of the Nomination and Remuneration Committee members are provided inthe Corporate Governance Report which forms part of the Annual Report.
d) Stakeholders' Relationship Committee
During the year One (1) Stakeholders' Relationship Committee Meeting was convened andheld. The details pertaining to composition of Stakeholders Relationship Committee and theattendance of the Stakeholders Relationship Committee members are provided in theCorporate Governance Report which forms part of the Annual Report.
(e) Meeting of Independent Directors
In terms of requirements of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was also held on February 13 2020 to review the performance ofNon- Independent Directors the entire Board and quality quantity and time lines of theflow of information between the Management and the Board.
In accordance with Section 134(3)(c) of the Companies Act 2013 the Board of Directorsconfirm that:
(a) the preparation of the annual accounts of the Company for the year ended March312020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(b) the accounting policies as mentioned in the notes to the Financial Statements forthe year ended March 31 2020 have been selected and applied consistently and madejudgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 312020 and of theloss of the Company for the year ended as on that date;
(c) proper and sufficient care has been taken 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 annual financial statements for the year ended March 312020 have been preparedon a 'going concern' basis;
(e) the internal financial controls laid down by the company are being followed andsuch internal financial controls are adequate and are operating effectively; and
(f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and operating effectively.
DETAILS OF FRAUD REPORTED BYAUDITOR
During the year under review there were no frauds reported by the Auditors to theAudit Committee or the Board under Section 143(12) of the Companies Act 2013.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors viz. Mr. A.Prakashchandra Hegde Mr. Himanshu J. Thaker and Ms. Neetta K. Bokaria confirming thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulation 16(1)(b)and Regulation 26(5) of the SEBI (LODR).
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR THEIRPERFORMANCE EVALUATION
The Board on the basis of the criteria/manner as recommended by the Nomination &Remuneration Committee of the Board of Directors evaluates the performance of theDirectors pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 readwith Rule 8(4) of the Companies (Accounts) Rules 2014 framed there under along with thecorporate governance requirements as laid down by Securities Exchange Board of India("SEBI") under "SEBI (LODR)".
The performance of the Board and its Committees is evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria as recommended by Nomination& Remuneration Committee of the Board of Directors such as adequacy of the compositionof the Board its Committees Board culture execution effectiveness of board processesperformance and functioning of specific duties obligations governance etc. inaccordance with the provisions of Section134 (3)(p) of the Companies Act 2013 read withRule 8(4) of the Companies (Accounts) Rules 2014 framed there under and the "SEBI(LODR)".
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman isevaluated taking into account the views of Executive Directors and Non ExecutiveDirectors and also assessed the flow of information between the Management and the Boardto effectively and reasonably perform their duties. The same is discussed in the BoardMeeting that follows the meeting of the Independent Directors at which the performance ofthe Board its Committees and individual Directors is also discussed in accordance withthe requirement of Regulation 25(3) &(4) of the "SEBI (LODR)".
A brief extract of the Remuneration Policy on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management is provided as Annexure-III tothis Annual Report.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of the "SEBI (LODR)" theCompany prepared and pursued the Familiarization Program for Independent Directors tofamiliarize them with their role rights and responsibility as Directors the working ofthe Company nature of the industry in which the Company operates business model etc. TheFamiliarisation Programme for Independent Directors of the Company is hosted on Company'swebsite (www.prakashsteelage.com) during the year under review.
At the 27th Annual General Meeting of the Company held on September 282018M/s. Pipara & Co. LLP Chartered Accountants Mumbai (Firm Registration No.107929W/W-100219) were appointed as the Statutory Auditors of the Company for a period of5 years to hold office from conclusion of the 27thAnnual General Meeting of theCompany till the conclusion of the 32ndAnnual General Meeting of the Company tobe held for the Financial Year 2022-2023.
They have confirmed that they are not disqualified from continuing as Auditors of theCompany.
The management reply on the auditor's qualifications is as under statement on Impact ofAudit Qualifications
Statement on Impact of Audit Qualifications for the Financial Year ended 31stMarch 2020 [See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations 2016]
|Sl. No. Particulars ||Audited Figures (as reported before adjusting for qualifications) ||Adusted Figures (audited figures after adjusting for qualifications) |
|1. Turnover/Total Income ||3325.92 ||3325.92 |
|2. Total Expenditure ||3410.07 ||3410.07 |
|3. Net Profit/(Loss) ||-84.16 ||-84.16 |
|4. Earning Per Share ||-0.01 ||-0.01 |
|5. Total Assets ||3785.68 ||3785.68 |
|6. Total Liabilities ||3785.68 ||3785.68 |
|7. Net Worth ||(26834.97) ||(26834.97) |
|8. Any other financial item(s) (as felt appropriate by the management) ||- ||- |
II. Audit Qualification:
A. Details of Audit Qualification: The account of the Company with its ConsortiumBanks has turned Non Performing Asset on various dates in the previous Financial Years. Inview of uncertainty the Company has not also provided interest including penal interestand other dues for the year ended March 2020 on borrowings to the extent the same haveremained unpaid. The impact of the same on the loss for the year and its consequent effecton the Liabilities and Reserve & Surplus is not ascertainable.
B. Type of Audit Qualification: Qualified Opinion
C. Frequency of qualification: Appeared Fourth time.
D. Management's View: Due to adverse condition in steel industries on account ofdrastic fall in the prices of steel the Company has been suffering losses since couple ofyears which is impacting the net worth of the Company. Loan account had been classified asNPA by the consortium of the banks and Company is not generating revenue to service theloans. Hence in view of uncertainty the Company has not provided interest includingpenal interest and other dues for the year on borrowings; to the extent the same haveremained unpaid.
III. Audit Qualification:
A. Details of Audit Qualification: The Company has accumulated losses resulting inerosion of Net Worth. These conditions cast serious doubt about the company's ability tocontinue as a going concern. However the statement of audited financial results of theCompany has been prepared on a going concern basis.
B. Type of Audit Qualification: Qualified Opinion
C. Frequency of qualification: Appeared Third Time
D Management's View: The erosion of net worth of the Company should not beconstituted as doubt on the continuity of the Company as going concern. The steelindustries in on the revival path. The Company is in the process of coming out of thecrisis through business restructuring and financial arrangement.
Emphasis of Matter by Auditor and Management reply on that as follows:
I. Note no.6 of statement of the audited financial results stating that the Company hassubmitted is proposal to the consortium banks towards settlement of its borrowing throughthe One Time Settlement (OTS). This proposal is under the active consideration by theconsortium banks. Meanwhile the bankers have taken symbolic possession of the collateralsof the company comprising of the factory land factory building office building and Plantand Machinery located at Silvasa.
with respect to the provision made by the Company stipulated by Statutory Auditor asEmphasis of Matter Due to unfavorable market for steel Industry there has been pressureon the realisability of receivables stocks and selling prices which has resulted intooperational losses during the year ended March 312020.
II. Note no.7 of statement of audited financial results which states that exceptionalitem represents provision for doubtful debts of Rs.31606172. In the said exceptionalitems the Company has initiated legal action to recover the long outstanding debts. As aresult the company foresees remote chances of recovery of the said debts and hence hasprovided for doubtful debts.
with respect to the provision made by the Company stipulated by Statutory Auditor asEmphasis of Matter Exceptional item represents provision for doubtful debts of Rs. 316Lakhs In the said exceptional items the Company has initiated legal action to recover thelong outstanding debts. In few cases the debtors have also initiated cases against theCompany raising quality concerns As a result the Company foresees remote chances ofrecovery of the said debts and has provided for doubtful debts.
III. Some of the balances of Trade Receivables Deposits Loans and Advances Advancereceived from customers and Trade payable are subject to confirmation from the respectiveparties and consequential reconciliation/adjustment arising there from if any.
with respect to the provision made by the Company stipulated by Statutory Auditor asEmphasis of Matter the balances of Trade Receivables Deposits Loans & AdvancesAdvances received from customers Liability for expenses and Trade Payables are subject toconfirmation from the respective parties and consequential reconciliation/adjustmentarising there from.
Your Company had received a consent letter from M/s.Amish Parmar &Associates CostAccountants as a Cost Auditors of your Company dated June 232020; to continue as theCost Auditor of the Company for the Financial Year 2020-21.
The Board on the recommendations made by the Audit Committee in their meeting held onJune 302020 has approved their appointment as Cost Auditor of the Company in accordancewith the Section 148(3) of the Companies Act 2013 read with Companies Rule 14 (a) (i) ofthe Companies (Audit and Auditors) Rules 2014 and other applicable provisions if any ofthe Companies Act 2013.
The remuneration proposed to be paid to the Cost Auditors subject to the ratificationby the members at the ensuing Annual General Meeting would be Rs. 50000/- plusapplicable Taxes and out of pocket expenses if any. Necessary resolution seeking yourratification for the proposed remuneration to be paid to the Cost Auditors has beenincluded in the notice of the Annual General Meeting.
Your Company has received the consent letter from M/s. Luniya &Co. CharteredAccountants Mumbai (Firm Registration No. 129787W) dated June 23 2020 to act as anInternal Auditors of the Company for the Financial Year 2020-21 pursuant to the provisionsof Section 138 of the Companies Act 2013 read with Rule 13 (1) (a) of Companies(Accounts) Rules 2014. They have also confirmed their eligibility and willingness to actas Internal Auditors of the Company pursuant to the provisions of the Companies Act 2013read with rules framed there under.
M/s. S. Anantha & Ved LLP (LLP IN: AAH-8229) Practicing Company Secretary wereappointed as the Secretarial Auditors of the Company to conduct Secretarial Audit for theyear under review pursuant to the provisions of Section 204(1) of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
The Secretarial Audit Report for the year under review is annexed as 'Annexure IV'to this report.
Necessary explanation to the observations made in the Secretarial Audit Report is givenbelow:
a) the Company has opted exception for non- consolidation and reason for the same arehereunder:
i) There is no intention of holding the investment in the near future as the TubacexS.A. Spain being the majority holder enjoys a call option within 3-5 years.
ii) There is no control over the Associate Company.
iii) The stake of the Company is less than 51%.
b) Due to adverse condition in steel industries on account of drastic fall in theprices of steel the Company has been suffering losses since couple of years which isimpacting the net worth of the Company. Loan account had been classified as NPA by theconsortium of the banks and Company is not generating revenue to service the loans. Hencein view of uncertainty the Company has not provided interest including penal interest andother dues for the year on borrowings to the extent the same have remained unpaid.
c) The erosion of net worth of the Company should not be constituted as doubt on thecontinuity of the Company as going concern. The steel industries in on the revival path.The Company is in the process of coming out of the crisis through business restructuringand financial arrangement.
d) Due to COVID-19 Pandemic and Lockdown in the entire city the Company delayed infiling of Compliance Certificate under Regulation 7 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the half year ended 31stMarch2020.
e) Due to some technical issues and certain difficulties faced in retrieving data theCompany transferred the dividend to IEPF account but delayed in transferring of underlyingshares to the Investor Education and Protection Fund (IEPF) and in publishing theNewspaper Advertisement in accordance with Rule 6 (3) (a) of the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016.
f) As the Turnover of the Company is heavily reduced due to market conditions thetransactions at arm's length and in the ordinary course of business with a Related Partyhas become a material related party transaction for which the Company could not take theprior approval from the members of the Company in terms of Regulation 23 of SEBI LODR2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
With respect to loans guarantees and investments if any covered under the provisionsof Section 186 of the Companies Act 2013 read with Rule 11 of the Companies (Meetings ofBoard and its Powers) Rules 2014 the Company has not given any loan or guarantee to anyperson. The Company has investment of 3247000 Equity Shares of Rs.10/- each aggregatingto Rs.32470000/- in Tubacex Prakash India Private Limited a JV Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 OF THE COMPANIESACT 2013
All contract(s) / arrangement(s) /transaction(s) entered into by the Company with itsrelated parties were in compliance with the provisions Section 188 (1) of the CompaniesAct 2013read with Rules 6 A & 15 of the Companies (Meetings of Board and its Powers)Rules 2014 and Regulation 23 of SEBI (LODR) Regulations 2015.
There are no materially significant Related Party Transactions entered into by theCompany with promoters Directors Key managerial Personnel which may have potentialconflict with the interest of the Company at large. Except with One related party asgiven inAOC-2.Annexure- IA
As the Turnover of the Company is heavily reduced due to market conditions thetransactions at arm's length and in the ordinary course of business with a Related Partyhas become a material related party transaction for which the Company could not take theprior approval from the members of the Company in terms of Regulation 23 of SEBI LODR2015.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the ordinarycourse of business and are at arm's length.
Your Company has formulated a Policy on Related Party Transactions which is alsoavailable on Company's website a at www.prakashsteelage.com.
The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of Material Related Party Transactionskeeping in mind the potential or actual conflicts of interest that may arise because ofentering into these transactions.
The particulars of every contract(s) or arrangements entered into by the Company withrelated parties referred to in subsection (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto given as per point27 of notes which forms part to financial statement which is provided in this report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIALSTATEMENTS RELATEANDTHEDATEOFTHEREPORT
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company between the end of theFinancial Year as on March 312020 of the Company and date of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGOSTIPULATED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8 (3) OFTHECOMPANIES (ACCOUNTS) RULES 2014
The details of conservation of energy technology absorption foreign exchange earningsand outgo are stated in 'Annexure V' to this report as required under Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014.
The Company has in place a Risk Management System with the Objective to formalize theprocess of Identification of Potential risk and adopt appropriate risk mitigation measuresthrough a risk management structure which takes care of risk identification assessmentand mitigation. This system is a step by the Company towards strengthening the existinginternal controls and updating the same as may be required from time to time. Risk factorsand its mitigation are covered extensively in the Management Discussion and AnalysisReport forming part of this Report.
Further the Board has dissolved Risk Management Committee w.e.f. November 122018 asper the Reg. 21 of Securities and Exchange Board of India(Listing Obligation andDisclosure Requirements) Regulation 2015 amended on May 9 2018 which specifies that theConstitution of Risk Management Committee is Mandatory for top 500 Listed Companies.
CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES
The brief outline of the Corporate Social Responsibility ("CSR") Policy ofthe Company and the initiatives undertaken by the Company on CSR activities during theyear under review are set out in 'Annexure VI' of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.
Details with respect to the composition and scope of the CSR Committee are provided inthe Corporate Governance Section which forms part of this Annual Report. The Company hasaccumulated losses and is not liable to incur any expenditure towards CSR.
The CSR policy of the Company framed under Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 is available onthe website of the Company (www.prakashsteelage.com).
The Company has not accepted any Deposit from public during the year under reviewwithin the meaning of the provisions of Section 73 of the Companies Act 2013 read withChapter V of the Companies (Acceptance of Deposits) Rules 2014.
Further in accordance with the provisions of Section 152(6)(d)of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 andthe Articles of Association of the Company Mr. Ashok M.
Seth(DIN:00309706) Whole Time Director of the Company will retire by rotation at theensuing 29th Annual General Meeting and being eligible for re-appointment hasoffered himself for re-appointment. Necessary resolution for his appointment also formspart of the Notice for the ensuing 29thAnnual General Meeting of the Company.
Ms. Shikha A. Mishra resigned from the designation of Company Secretary &Compliance Officer of the Company on April 23 2019.
Further on the recommendation of the Nomination and Remuneration Committee andapproval of Board in their meeting held on May 25 2019 of the Company Ms. Leela S. Bishthas been appointed as the Company Secretary & Compliance Officer of the Companysubject to the allotment of Membership Number by ICSI. Ms. Leela S. Bisht received herMembership Number and the Company Appointed her as a Company Secretary & ComplianceOfficer dated September 6 2019.
As required under the provisions of the Companies Act 2013 and Regulation 36(3) of theSEBI (LODR) Regulations 2015 brief resume and other details of Director beingre-appointed are provided as Annexure -1 to the Notice of the ensuing 29thAnnualGeneral Meeting of the Company.
In accordance with Section 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing are the Key Managerial Personnel of the Company:
1. Mr. Prakash C. Kanugo Chairman & Managing Director;
2. Mr. AshokM. Seth Whole-Time Director &Chief Financial Officer.*
3. Ms. Leela S. Bisht Company Secretary & Compliance Officer
* Mr.AshokM. Seth has been re-designated as Executive Director & Chief FinancialOfficer and w.e.f. November 142019 (closure of working hours.)
Mr. Hemant Kanugo resigned as a Chief Financial Officer of the Company w.e.f. November14 2019. (Closure of working hours). He is continuing only as Executive Director of theCompany.
Mrs. Neetta Bokaria has been re-apppointed as an Independent Director for the 2ndterm w.e.f. March 30 2020 to March 292025 subject to approval of the members of theCompany.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THEGOING CONCERN STATUSAND COMPANY'S OPERATIONS IN FUTURE
Pursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(vii) ofthe Companies (Accounts) Rules 2014 no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk mitigation system which isconstantly assessed and strengthened with new / revised standard operating procedurespursuant to Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of theCompanies (Accounts) Rules 2014 and Regulation 18(3) of SEBI (LODR) Regulations 2015.
The Company had entrusted the internal audit to M/s. Luniya & Co. CharteredAccountants Mumbai (Firm Registration No.129787W). However the initial object of theinternal audit process is to test and review of controls independent appraisal of risksbusiness process and bench marking internal controls with best practices.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthenthem.
The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The members of Audit Committee and Statutory Auditors are periodically apprised of theInternal Audit findings and corrective action taken. Internal audit plays a key role inproviding assurance to the Board of Directors.
COMPOSITION OF THE COMMITTEES
|Audit Committee ||1. Mr. Prakashchandra A. Hegde (Chairman) |
| ||2. Mr. Himanshu J. Thaker (Member) |
| ||3. Mr. Ashok M. Seth (Member) |
| ||4. Mrs. Neetta K. Bokaria (Member) |
|Nomination & Remuneration Committee ||1. Mr. Himanshu J. Thaker (Chairman) |
| ||2. Mr. Prakashchandra A. Hegde (Member) |
| ||3. Mrs. Neetta K. Bokaria (Member) |
|Stakeholders' Relationship Committee ||1. Mr. Prakashchandra A. Hegde (Chairman) |
| ||2. Mr. Himanshu J. Thaker (Member) |
| ||3. Mr. Ashok M. Seth (Member) |
|Corporate Social Responsibility Committee ||1. Mr. Prakashchandra A. Hegde (Chairman) |
| ||2. Mr. Ashok M. Seth (Member) |
| ||3. Mr. Hemant P. Kanugo (Member) |
|Executive Committee ||1. Mr. Prakash C. Kanugo (Chairman) |
| ||2. Mr. Ashok M. Seth (Member) |
| ||3. Mr. Hemant P. Kanugo (Member) |
The brief details with respect to the constitution meetings scope and functions ofthe above- mentioned Committees of the Company have been provided in Corporate Governancesection forming part of this Annual Report.
VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act 2013read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the"SEBI (LODR)" the Board of Directors has on recommendation of its AuditCommittee adopted 'Whistle Blower Policy" at their meeting held on 29thMay 2014 for Directors and Employees of the Company to report concerns about unethicalbehavior actual or suspected fraud or violation of your Company's Code of Conduct and tovoice genuine concerns or grievances about unprofessional conduct without fear of reprisal.Adequate safeguards are provided against victimization to those who avail of themechanism and direct access to the Chairman of the Audit Committee in exceptional cases isprovided to them.
None of the personnel of the Company has been denied access to the Audit Committee ofthe Board of Directors of the Company. The said policy is hosted on the website of theCompany (www.prakashsteelage.com).
PARTICULARS OF EMPLOYEESAS PERSECTION 197(12) & RULE 5 OF THE COMPANIES(APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Details of employee remuneration as required under provisions of Section 197 (12) ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure VII to the Report.
The details of top ten employees of the Company is annexed as Annexure VII-A to thisReport.
None of the Employee has drawn the remuneration more than the limit prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) & 34(3) of the "SEBI (LODR)" is presented in aseparate section of this Annual Report-Annexure VIII.
Your Company is committed to follow the best practices of Corporate Governanceincluding the requirements under the "SEBI (LODR)" and the Board is responsibleto ensure the same from time to time.
The Company has duly complied with the Corporate Governance requirements as set outunder Regulation 34(3) and Schedule V of the "SEBi (LODR)" from time to timeand the Secretarial Auditors of the Company viz. M/s. S Anantha & Ved LLP CompanySecretaries have vide their certificate dated 10th September 2020 confirmedthat the Company is and has been compliant with the conditions stipulated in theRegulation 34(3) and Schedule V of the "SEBI (LODR)".
The said certificate is annexed to this report as 'Annexure IX'. Further aseparate report on Corporate Governance forms part of this Annual Report.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
Your Company has formulated a Policy known as "The Anti - Sexual HarassmentPolicy" ("Policy") which aims to provide a safe working environment andprohibits any form of sexual harassment. This policy intends to prohibit occurrences ofany form of sexual harassment and also details procedures to follow when an employeebelieves that a violation of the policy has occurred within the ambit of all applicableregulations regarding Sexual harassment. The said policy is hosted on the website of theCompany (www.prakashsteelage.com).
In line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition &Redressal) Act 2013 the Board has constituted an InternalComplaints Committee ("ICC") to redress the complaints received regarding sexualharassment. All employees (whether permanent contractual temporary trainee) are coveredunder this policy. The Company conducts regular awareness programs.
During the year under review no complaints were received under the said policy.
SECRETARIALSTANDARDS ISSUED BYTHE INSTITUTE OF COMPANYSECRETARIES OF INDIA(ICSI)
The Company complies with the Secretarial Standards issued by ICSI one of the premierprofessional bodies in India.
CHANGES IN THE NATURE OF BUSINESS:
There were no changes in the nature of business during the financial year under review.
The Directors would like to express their sincere appreciation for the assistance andco-operation received from the shareholders banks Government authorities vendorsinvestors and other stakeholders. The Board also recognizes the contribution of the valuedcustomers in the growth of the Company and takes this opportunity to pledge the Company'scommitment to serve them.
Your Directors also wish to place on record their deep sense of appreciation for hardwork co-operation solidarity dedication & commitment displayed by all executivesofficer Staffs during the year result in the successful performance of the Company.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Directors appreciate and value the contribution made by every member of the PSLfamily.
| ||Forand on Behalf of the Board of Directors Prakash Steelage Limited |
|Date : 11th November 2020 Place : Mumbai ||Sd/- Prakash C. Kanugo Chairman & Managing Director DIN: 00286366 |