You are here » Home » Companies » Company Overview » Real Strips Ltd

Real Strips Ltd.

BSE: 513558 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE183B01014
BSE 13:31 | 20 Oct 8.49 0.02
(0.24%)
OPEN

8.49

HIGH

8.49

LOW

8.49

NSE 05:30 | 01 Jan Real Strips Ltd
OPEN 8.49
PREVIOUS CLOSE 8.47
VOLUME 500
52-Week high 10.70
52-Week low 4.13
P/E
Mkt Cap.(Rs cr) 5
Buy Price 8.00
Buy Qty 1.00
Sell Price 8.49
Sell Qty 438.00
OPEN 8.49
CLOSE 8.47
VOLUME 500
52-Week high 10.70
52-Week low 4.13
P/E
Mkt Cap.(Rs cr) 5
Buy Price 8.00
Buy Qty 1.00
Sell Price 8.49
Sell Qty 438.00

Real Strips Ltd. (REALSTRIPS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 28th Annual Report togetherwith the Audited Financial Statements of the company for the year ended 31stMarch 2019.

1. FINANCIAL HIGHLIGHTS

2018-2019 2017-2018
Particulars
(Rs. In Lacs) (Rs. In Lacs)
Income for the Year 13285.90 13609.27
Profit before interest depreciation and tax
2299.64 (4655.51)
(PBIDT)
Less:
Financial Expenses 702.40 19.26
Depreciation 393.87 393.56
Profit / (Loss) before tax 1203.37 (5068.33)
Provision for taxation
(460.89) 0.00
Current Income Tax Wealth Tax Deferred Tax
Profit / (Loss) after tax 1664.26 (5068.33)
Add / (Less): Prior Period / Extra Ordinary Items
2555.61 2.07
Adjustment
Profit / (Loss) available for appropriation 4219.87 (5066.26)

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

2. Dividend

The directors do not recommend dividend for the current year.

3. Industrial Relation

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/ Statement of Company s Affairs

During the year under review company had turned in the profit after four years. Thereason for dismal performance of the steel industry in the country in general and thecompany in particular for the past few years was solely due to the cheap material importedform Chine. Due to the persistent representation to the Government anti dumping duty wasimposed on the Chinese material. Hence the domestic manufacturers got a lend playingfield.

During the first four months of the current fiscal Company is maintain its positiveperformance.

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 isno required to be annexed.

6. Disclosure under Companies Act 2013

(i) Share Capital

The paid up equity capital as on March 31 2019 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 8(Eight) 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 14 2018 5 November 14 2018
2 May30 2018 6 January17 2019
3 July03 2018 7 February 13 2019
4 August 14 2018 8 March26 2019

(iii) Independent Directors Meeting

The Independent Director met on 26.03.2019 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 5 (Five) times on May 30 2018 July03 2018 August 14 2018 November 14 2018 and February 13 2019. The intervening gapbetween two meetings did not exceed four months.

No. of Meetings during the year

Name Category Held Attended
Chetan Rohitbhai Dalal* Independent Director 4 4
Amol Rohitbhai Dalal** Independent Director 1 1
Prakashraj Sheshmalji Jain Joint Managing Director 5 5
Pawankumar Ridhkaran Murarka Independent Director 5 5

* Chetan Rohitbhai Dalal was appointed as Independent Director w.e.f 14.05.2018. On18.11.2018 he ceased to be a Director of the Company due to his sad demise.

Shri Amol Rohitbhai Dalalwas appointed as Director of the Company w.e.f. 17.01.2019.

The Chief Financial Officer and representatives of Statutory Auditors are invited tothe 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 5 (Five) timeson May 14 2018 July 03 2018 January 17 2019 February 13 2018 and March 23 2019.

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

No. of Meetings during the year

Name Category Held Attended
Chetan Rohitbhai Dalal* Independent Director 1 1
Amol Rohitbhai Dalal** Independent Director 3 3
Amritlal Kisandas Kataria Director 5 5
Pawankumar Ridhkaran Murarka Independent Director 5 5

* Shri Chetan Rohitbhai Dalal was appointed as Independent Director w.e.f 14.05.2018.On 18.11.2018 he ceased to be a Director of the Company due to his sad demise.

** Shri Amol Rohitbhai Dalal was ceased to be a director w.e.f 14.05.2018 and re-appointed as Director of the Company w.e.f. 17.01.2019

(vi) Stakeholders Grievance Committee

During the year under review Stakeholders Grievance Committee met 4 (Four) times on May30 2018 August 14 2018 November 14 2018 and February 13 2019.

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

No. of Meetings during the year

Name Category Held Attended
Chetan Rohitbhai Dalal* Independent Director 3 3
Amol Rohitbhai Dalal** Independent Director 1 1
Pawankumar Ridhkaran Murarka Independent Director 4 4
Prakashraj Sheshmalji Jain Joint Managing Director 4 4

* Chetan Rohitbhai Dalal was appointed as Independent Director w.e.f 14.05.2018. On18.11.2018 he ceased to be a Director of the Company due to his sad demise. **Shri AmolRohitbhai Dalal was appointed as Director of the Company w.e.f. 17.01.2019.

(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. Chetan Rohitbhai Dalal was appointed as the Director of the Company w.e.f14.05.2018.

(b) Ms Priya Dipak Agrawal was appointed as Company Secretary of the companyw.e.f.01.07.2018

(c) Mr. Amol Rohitbhai Dalal has been re-appointed as an Independent Director of theCompany with effect from 17.01.2019

(d) Mr. Ramcharan Nathmal Beriwala was appointed as Executive Director (Finance) &CFO of the Company with effect from 15.02.2019.

(ii) Cessation

(a) Ms Priya Dipak Agrawal Company Secretary of the company resignedw.e.f.17.01.2019. The Board placed on record its appreciation for the valuable servicesrendered by Priya Dipak Agrawal.

(b) Mr.Amol Rohitbhai Dalal Independent Director of the company resigned from theboard w.e.f. 14.05.2018. The Board placed on record its appreciation for the valuableservices rendered by Mr.Amol Rohitbhai Dalal.

(c) Mr. Chetan Rohitbhai Dalalwas ceased to be the director w.e.f from 18.11.2018 dueto his sad demise.

(iii) Retirement by rotation

Shri Amritlal K. Kataria retire by rotation and being eligible offer themselves forre-appointment. The Directors recommend Shri Amritlal K. Kataria for re-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:

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 Amol Rohitbhai Dalal 17/01/2019 5 Years

(v) 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.

(vi) Remuneration Policy

Remuneration to Non-Executive Directors

At present the Company does not have the policy of payment of remuneration tonon-executive directors except by way of sitting fees for attending the meeting of theBoard or 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 other ExecutiveDirectors have forgone their remuneration from October 2014 till such time the performanceof the Company improves and is in a position to pay remuneration to the ExecutiveDirectors.

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 standards havebeen 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. ? Thedirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities. ? The directorshave prepared the annual accounts on a going concern basis. ? The directors had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively. ? The directors had devised propersystem to ensure compliance with the provisions of all applicable laws and that suchsystem were adequate and operating effectively.

12. Public Deposit

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 asamended from time to time. Further details of money as on the end of financial year notconsidered as deposits is given elsewhere in this Annual Report.

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 136 of the Companies Act 2013 readwith rules framed thereunder and pursuant to Clause 33 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company had preparedconsolidated financial statements of the company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries jointventures and associates in Form AOC-1 forms part of the Annual Report as 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 ofAnnual Report.

There has been no qualification reservation adverse remark of disclaimer given by theAuditor in their Report.

(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 2019-20.

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 been transfer Rs. 83195/- (Rupees Eighty Three thousand one HundredNinety five Only) in the financial year 2018-19 to the investor education and protectionfund established by the Central Government in Compliance with Section 125 of theCompanies Act 2013 for the unpaid dividend of the year 2010-11.

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 is attached hereto 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 worthnot exceeding Rs. 25 Crore as on 31st March 2019. In view of this the Companyis not required to give Corporate Governance Report.

Management Discussion and Analysis Report forms part of this report and it is enclosedas "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.

By Order of the Board of Directors

Place: Ahmedabad Prakashraj S. Jain Ugamraj M. Hundia
Date: 13th August 2019 Joint Managing Director Joint Managing Director
DIN: 00435076 DIN: 00435229

.