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Real Strips Ltd.

BSE: 513558 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE183B01014
BSE 00:00 | 16 Sep 11.60 -0.61
(-5.00%)
OPEN

11.60

HIGH

11.60

LOW

11.60

NSE 05:30 | 01 Jan Real Strips Ltd
OPEN 11.60
PREVIOUS CLOSE 12.21
VOLUME 1000
52-Week high 16.30
52-Week low 11.59
P/E 0.42
Mkt Cap.(Rs cr) 7
Buy Price 12.21
Buy Qty 5.00
Sell Price 12.82
Sell Qty 100.00
OPEN 11.60
CLOSE 12.21
VOLUME 1000
52-Week high 16.30
52-Week low 11.59
P/E 0.42
Mkt Cap.(Rs cr) 7
Buy Price 12.21
Buy Qty 5.00
Sell Price 12.82
Sell Qty 100.00

Real Strips Ltd. (REALSTRIPS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 27th Annual Report together with theAudited Financial Statements of the company for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS :-

2017-2018 2016-2017
Particulars (` In Lacs) (` In Lacs)
Income for the Year 13609.27 11624.54
Profit before interest depreciation and tax (PBIDT) (4655.51) (1914.13)
Less:
Financial Expenses 19.26 818.37
Depreciation 393.56 402.74
Profit / (Loss) before tax (5068.33) (3135.24)
Provision for taxation
Current Income Tax Wealth Tax Deferred Tax 0.00
0.00 0.00
0.00
Profit / (Loss) after tax (5068.33) (3135.24)
Add / (Less): Prior Period / Extra Ordinary Items Adjustment 2.07 371.99
Profit / (Loss) available for appropriation (5066.26) (2763.25)

The Company has an adequate Internal Financial Control System commensurate with thesize scale and complexity of its operations.

2. DIVIDEND:-

Due to loss the directors do not recommend dividend for the current year.

3. INDUSTRIAL RELATIONS:-

Industrial relations remained cordial throughout the year. Your Directors place onrecord their deep appreciation of the contribution made by the employees at all levels.Measures have been taken for Human Resources Development.

4. PERFORMANCE :-

Members are aware that as report in the previous year performance of company wassignificantly affected due to dumping of imported material from China and sluggish demandfrom the end user industry. It was also reported that Company had faced liquidity crunchwhich has resulted into non servicing of debt in timely manners.

During the year under report Company has been actively discussing with various lendersto work out revival plan and sustain the operations of the Company.

5. Corporate Social Responsibility :-

Section 135 of the Companies Act 2013 and framed Rules thereunder provides thatcertain Companies are require to spend 2% of its average net profit during 3 precedingyears on CSR activities. It also provides formation of CSR committee of the Board. TheRules prescribe the activities qualify under CSR and the manner of spending the amount.The company is not covered under section 135 of the companies Act 2013 and the Rulesframed thereunder for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability of section 135 of the Act. Hence CSR report isnot required to be annexed.

6. Disclosure under Companies Act 2013 :(i) Share Capital

The paid up equity capital as on March 31 2018 was Rs. 598 Lakh. During the year underreview The Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity nor bonus share.

(ii) Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 11 (Eleven) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date Sr. No. Date
1 May 29 2017 7 December 13 2017
2 July 10 2017 8 January 16 2018
3 August 12 2017 9 February 13 2018
4 September 14 2017 10 March 16 2018
5 September 27 2017 11 March 23 2018
6 November 06 2017

(iii) Independent Directors' Meeting

The Independent Director met on 23.03.2018 without attendance of Non-IndependentDirectors and members of the Management. The Directors reviewed performance of theNon-Independent Directors and the Board as whole; the performance of the chairman of thecompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

(iv) Audit Committee Meeting

During the year under review Audit Committee met 4 (Four) times on May 29 2017September 14 2017 December 13 2017 and February 13 2018. The intervening gap betweentwo meetings did not exceed four months.

Name Category No. of Meetings during the year
Held Attended
Amol Rohitbhai Dalal* Independent Director 4 4
Prakashraj Sheshmalji Jain Joint Managing Director 4 4
Pawankumar Ridhkaran Murarka Independent Director 4 4

* Shri Amol Rohitbhai Dalal ceased to be a Director of the Company due to hisresignation w.e.f. 14.05.2018. The Chief Financial Officer and representatives ofStatutory Auditors are invited to the meetings of the Audit Committee.

The Committee discharges such duties and functions generally indicated in Section 177of the Companies Act 2013 and such other functions as may be specifically delegated tothe Committee by the Board from time to time.

(v) Nomination & Remuneration Committee

During the year under review Nomination & Remuneration Committee met 3 (Three)times on May 29 2017 February 13 2018 and March 23 2018.

The composition of the Nomination & Remuneration Committee and details of meetingsattended by the members are given below:

Name Category No. of Meetings during the year
Held Attended
Amol Rohitbhai Dalal Independent Director 3 3
Amritlal Kisandas Kataria Independent Director 3 3
Pawankumar Ridhkaran Murarka Independent Director 3 3

* Shri Amol Rohitbhai Dalal ceased to be a Director of the Company due to hisresignation w.e.f. 14.05.2018.

(vi) Stakeholders Grievance Committee

During the year under review Stakeholders Grievance Committee met 4 (Four) times on May29 2017 September 14 2017 December 13 2017 and February 13 2018.

The composition of the Stakeholders Grievance Committee and details of meetingsattended by the members are given below:

Name Category No. of Meetings during the year
Held Attended
Amol Rohitbhai Dalal Independent Director 4 4
Amritlal Kisandas Kataria Independent Director 4 4
Pawankumar Ridhkaran Murarka Independent Director 4 4

* Shri Amol Rohitbhai Dalal ceased to be a Director of the Company due to hisresignation w.e.f. 14.05.2018.

(vii) Statement on declaration given by independent director

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 theapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

(viii) Particulars of loans guarantees or investments:

The company has neither given any loans or guarantees nor made investments coveredunder the provisions of section 186 of the Companies Act 2013.

7. Risk management

The Company has a Risk Management Committee to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company.

8. Internal Control System

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system and Internal Financial control in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

9. Vigil Mechanism/Whistle Blower policy

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

10. Director and key managerial personnel (i) Appointment

(a) Mr. Dipen Jagdishkumar Patel was appointed as Company Secretary of the companyw.e.f. 29.05.2017. (b) Ms. Alpa Ashesh Shah was appointed as an Additional Women Directorof the Company with effect from 13.02.2018. (c) Mr. Chetan Rohitbhai Dalal was appointedas an Additional Director of the Company with effect from 14.05.2018.

(ii) Cessation

(a) Ms. Nipa Prakash Shah Independent Director of the company resigned from the boardw.e.f. 29.05.2017. The Board placed on record its appreciation for the valuable servicesrendered by Ms. Nipa Prakash Shah.

(b) Mr. Dipen Jagdishkumar Patel Company Secretary of the company resigned w.e.f.03.10.2017. The Board placed on record its appreciation for the valuable services renderedby Mr. Dipen Jagdishkumar Patel.

(c) Mr. Ashish Virendrabhai Shah Independent Director of the company resigned from theboard w.e.f. 03.01.2018.

The Board placed on record its appreciation for the valuable services rendered by Mr.Ashish Virendrabhai Shah. (d) Mr. Pukhrajji Sheshmalji Jain Independent Director of thecompany resigned from the board w.e.f. 13.02.2018.

The Board placed on record its appreciation for the valuable services rendered by Mr.Pukhrajji Sheshmalji Jain. (e) Mr. Amol Rohitbhai Dalal Independent Director of thecompany resigned from the board w.e.f. 14.05.2018. The Board placed on record itsappreciation for the valuable services rendered by Mr. Amol Rohitbhai Dalal.

(iii) Retirement by rotation

Directors Shri Prakashraj Sheshmalji Jain retire by rotation and being eligible offerthemselves for re-appointment. The Directors recommend Shri Prakashraj Sheshmalji Jain forre-appointment.

(iv) Appointment of Independent Director

Independent Directors were appointed as per the requirements of section 149 of theCompanies Act 2013. Details of appointment of Independent Directors are as follows:

Sr. No. Name of Director Date of Appointment Term
1 Alpa Ashesh Shah 13/02/2018 5 Years
2 Pawankumar Ridhkaran Murarka 23/09/2014 5 Years
3 Chetan Rohitbhai Dalal 14/05/2018 5 Years

(iv) Evaluation of Board Performance

Pursuant to the provisions of the Companies Act 2013 and applicable regulations ofSEBI (Listing Obligations and Disclosures) Regulations 2015 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committees.

(v) Remuneration Policy

Remuneration to Non-Executive Directors

At present the Company does not have the policy of payment of remuneration to nonexecutive directors except by way of sitting fees for attending the meeting of the Boardor a committee thereof.

Remuneration to Executive Directors

The Company has credible and transparent policy in determining and accounting for theremuneration of Executive Directors. Their remuneration is governed by externalcompetitive environment track record potential individual performance and performanceof the Company as well as Industrial Standards. The remuneration determined for theExecutive Directors is subject to the approval of Remuneration Committee of the Board ofDirectors. As a gesture of their commitment to the company Managing Director and otherExecutive Directors have forgone their remuneration from October 2014 till such time theperformance of the Company improves and is in a position to pay remuneration to theExecutive Directors.

11. Director responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors to the best oftheir knowledge and ability state that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed.

• The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.

• The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The directors have prepared the annual accounts on a going concern basis.

• The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

12. Public Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

13. Related Party Transaction

No related party transactions that were entered into during the financial year. Thereare no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Accordingly the disclosure of relatedparty transaction as require under Section 134(3)(h) of the Companies Act 2013 in formAOC-2 is not applicable.

14. Significant material orders passed by the Regulators/ 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.

15. Subsidiary Company

The Company has incorporated one subsidiary company named Hriday Stainless PrivateLimited on 17.07.2017. A statement containing brief financial details of the subsidiariesis included in the Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a consolidated financial statement of the Company and its subsidiary isattached. The consolidated financial statements have been prepared in accordance with therelevant accounting standards as prescribed under Section 129 (3) of the Act. Thesefinancial statements disclose the assets liabilities income expenses and other detailsof the Company and its subsidiary. Pursuant to the provisions of Section 129 134 and 136of the Companies Act 2013 read with rules framed thereunder and pursuant to Clause 33 (3)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 yourCompany had prepared consolidated financial statements of the company and its subsidiariesand a separate statement containing the salient features of financial statement ofsubsidiaries joint ventures and associates in Form AOC-1 forms part of the Annual Reportas Annexure "A"

16. Auditors

(i) Statutory Auditor

M/s. Hitesh Prakash Shah & Co. (Firm Registration No. 127614W) CharteredAccountants was appointed as Statutory Auditors of your Company at the Annual GeneralMeeting held on 22nd September 2017 for a term of 5 (Five) consecutive years.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The Auditors observed that there is non provision of interest on Bankloan for the current year as account declared Non Performing Assets (NPA) amounting to Rs.1348.21 lacs and till 31.03.2018 is Rs. 2521.92 lacs.

The loan accounts of the Company have been classified as Non Performing Assets (NPA) bythe bankers and some of the bankers have not charged interest on the said accounts andtherefore provision for interest has not been made in the books of account. Company hasbeen actively discussing with various lenders to work out revival plan and sustain theoperations of the Company

(ii) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Shri Ashwin Shah a company Secretaries in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureB".

There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in their Report.

(iii) Cost Auditor

M/s N. D. Birla & Co. Cost Accountants as the Cost Auditors of the Company toconduct the audit of the cost records of the Company for the financial year 2018-19.

17. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-C".

18. Prevention Of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

19. Transfer to Investor education and protection fund

The Company has transfered Rs. 69992/- (Rupees Sixty Nine Thousand Nine Hundred NinetyTwo Only) in the financial year 2017-18 to the investor education and protection fundestablished by the Central Government in Compliance with Section 125 of the CompaniesAct 2013 for the unpaid dividend of the year 2009-10.

20. Energy conservation technology absorption foreign exchange earnings and outgo.

As required under section 134 (3) (m) of the Companies Act 2013 and the rules madetherein the concerned particulars related to Energy Conservation Technology AbsorptionForeign Exchange Earnings and Outgo are given in "Annexure-D" which isattached here to and forms part of the Director's Report.

21. Corporate Governance & Management Discussion and Analysis Report

Corporate Governance as stipulated in regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is not mandatory for time being in respect ofCompanies having paid up equity share capital not exceeding is Rs.

10 Crore and net worth not exceeding Rs. 25 Crore as on 31st March 2018. In view ofthis the Company is not required to give Corporate Governance Report. ManagementDiscussion and Analysis Report forms part of this report and it is enclosed as "Annexure-E".

22. Particulars of employees

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

23. Prevention Of Sexual Harassment At Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.

24. Acknowledgement

The directors extend their sincere thanks to the Bankers Financial InstitutionsCentral Government and State Government Authorities and all associated with the companyfor the co-operation. The directors also place on record the efforts made by theemployees workers and all other associated with the company for making their organizationsuccessful.

For and on behalf of the Board
Place: Ahmedabad A. K. Kataria
Date: 14th August 2018 Chairman