Your Directors have pleasure in presenting their 29th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended March 312016.
The Company's financial performances for the year under review along with previous yearfigures are given hereunder:
| || ||(Rs. in Lacs) |
|Particulars ||FY 2015-16 ||FY 2014-15 |
|Total Income ||220.38 ||296.88 |
|Profit / (Loss) before depreciation / amortization ||11830.98 ||(2364.96) |
|Less: Depreciation ||2986.19 ||2993.75 |
|Less: Amortization (including Goodwill) ||987.19 ||1126.47 |
|Profit / (Loss) before tax ||(7857.60) ||(6485.18) |
|Less: Provision for taxation ||- ||1.11 |
|Profit / (Loss) after tax ||(7857.60) ||(6486.29) |
|Less: Prior Period Expense / (Income) ||0.73 ||9.88 |
|Less: Minority Interest ||- ||- |
|Profit available for appropriation ||(7858.33) ||(6496.17) |
|Appropriations: || || |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on Dividend ||- ||- |
|Balance carried to Balance Sheet ||(7858.33) ||(6496.17) |
Review of Performance & Management discussion and Analysis
In accordance with the requirements of the Listing Regulations a consolidatedFinancial Statement of the Company is also included in this Annual Report comprisingWholly owned subsidiary companies - Resurgere Sponge Iron Limited Resurgere Ferro AlloysLimited Resurgere Industries Limited Resurgere International FZE - a 100% non-integralforeign subsidiary and 70% proportionate interest in the jointly controlled entity i.e.Resurgere Coal India LLP. The Management Discussion and Analysis Report for the year underreview is presented in a separate section forming part of this Annual Report.
The total net sales are decreased by Rs. 76.50 lacs from Rs. 296.88 Lacs last year toRs. 220.38 Lacs this year. The company has incurred a loss of Rs. 7858.33 Lacs during thecurrent financial year under review.
No Dividend was declared for the current financial year due to loss incurred by theCompany.
During the year under review the Company has not issued / redeemed any kind ofDebentures.
Transfer carried to Reserves
The Company has not transferred any amount to the Reserve account during the periodunder review.
Subsidiaries / Associates / Joint Venture Companies
As on March 31 2016 your company has four subsidiary companies namely:
1. M/s Resurgere Ferro Alloys Limited
2. M/s Resurgere Industries Limited
3. M/s Resurgere Sponge Iron Limited
4. Resurgere International FZE
The above companies are wholly owned subsidiaries of the company as on 31st March2016. The accounts of these subsidiaries have been prepared for the financial year ending31st March 2016. In addition to the above your company has one limited liabilitypartnership namely "Resurgere Coal India LLP" with a 70% stake. All thesubsidiaries are non-material and non-listed subsidiary companies as defined under ListingRegulations.
Pursuant to the provision of section 129 (3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 the statement containing salient features ofthe financial statements of the Company's subsidiaries Associates and Joint Ventures (inform AOC-1) is attached to the financial statements as Annexure "A".
The Company will make available the Annual Accounts of the subsidiary companies and therelated detailed information to any member of the Company who may be interested inobtaining the same. The annual accounts of the subsidiary companies will also be kept openfor inspection at the Registered Office of the Company and that of the respectivesubsidiary companies. The Consolidated Financial Statements presented by the Company alsoincludes the financial results of its subsidiary companies.
The Company has sold its entire equity holding in its subsidiary namely Warana MineralsPvt. Ltd. during the year under review under the direction of Hon'ble Bombay High Court.As such Warana Minerals Pvt. Ltd. is no more a subsidiary of the company. However thecompany continues to hold the preference share capital in Warana Minerals Pvt. Ltd.
During the year under review company has initiated process of closure of itssubsidiary companies /LLP i.e. Resurgere Ferro Alloys Ltd Resurgere Industries LtdResurgere Sponge Iron Ltd Resurgere Coal India LLP as these companies/LLP arenon-operational. In view of the mounting losses of the company the projects/plans of thecompany could not be implemented. In view of this the company's consolidated resultsconsists of Resurgere Ferro Alloys Ltd. Resurgere Sponge Iron Ltd. Resurgere IndustriesLtd - 100% subsidiaries Resurgere International FZE - 100% non-integral foreignsubsidiary together comprises "Group" and 70% proportionate interest in thejointly controlled entity i.e. Resurgere Coal India LLP is "JCE". The policy fordetermining material subsidiary companies may be accessed on the Company's website atwww.resurgere.in in investor section. For Loan and Investments details please referaccounts section of this Annual Report.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to Section 129 (3) of the Companies Act 2013 and Regulation 34(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredas Listing Regulations'). The consolidated financial statements have been preparedin accordance with the relevant Accounting Standards as prescribed under the CompaniesAct 2013 and by the Institute of Chartered Accountants of India in this regard.
Human Resources Development
Company encourages a culture that develops and empowers people promotes team buildingand nurtures new ideas. The Company's recruitment practice ensures that suitablecandidates with merit are recruited and provided with the right opportunities to growwithin the organization.
Environment and Social Concern
Your Company continues its efforts for the betterment of the environment andconservation of scarce natural resources.
Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of 31stMarch 2016 99.61% of the Company's total paid-up equity representing 198102301 equityshares of your Company were held in demat form. In view of the numerous advantages offeredby the Depository system members holding shares in physical mode are advised to avail ofthe facility of dematerialization from either of the depositories.
During the financial year under review Company has not announced any Sweat EquityBonus Shares Employees Stock Option Scheme Split Consolidation Buy-back and furtherissue of its shares.
Shares in suspense account
No equity share of the Company was in suspense account as on March 31 2016.
Corporate Governance Report and Management Discussion and Analysis Statement
A report on Corporate Governance is attached to this Report and also a ManagementDiscussion and Analysis Statement. The Chairman and Managing Director's declarationregarding compliance with Company's Code of Conduct for Directors and Senior Managementpersonnel forms part of report on Corporate Governance. The certificate from M/s R. N.Gupta & Co. Practicing Company Secretary on compliance of Corporate Governance normsas stipulated in Listing Regulations is included in this annual report.
Directors & Key Managerial Personnel
As on March 31 2016 the Board of Directors comprised of 4 Directors. Out of the 4Directors 3 are Non-Executive Directors and 1 Managing Director. The Non-ExecutiveDirectors are also Independent Directors. The composition of the Board is in conformitywith the provisions of the Act and Regulation 17 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").
During the year the non-executive directors of the company had no pecuniaryrelationship or transactions with the company other than the sitting fees andreimbursement of expenses incurred by them for the company.
During the financial year under review there is no change in the composition of theBoard of Directors of the Company.
The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and the Listing Regulations.
In accordance with the relevant provisions of the Act Mr. Subhash Sharma Chairman andManaging Director of the Company retires by rotation at the ensuing Annual General Meetingand are eligible for re-appointment. The Board recommends his re-appointment at theensuing Annual General Meeting.
During the year under review there was no change in the Key Managerial Personnel ofthe Company.
The Company has devised a policy for performance evaluation of the individualdirectors board and its Committees which includes criteria for performance evaluation.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard to the best of their knowledge and ability hereby submit its responsibilityStatement that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period.
(c) the directors have taken proper and sufficient care 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 directors have prepared the annual accounts on a going concern basis.
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
At the Annual General Meeting held on September 30 2015 M/s Ranjana Vandana &Co. Chartered Accountants (ICAI Firm Registration No. 008961C) were reappointed asstatutory auditors of the Company to hold office till the conclusion of the thirty thirdAGM to be held in the year 2020. In terms of the first proviso to section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting of the Company. Accordingly the appointment of M/s RanjanaVandana & Co. Chartered Accountants as statutory auditors of the company is placedfor ratification by the shareholders. Shareholders are requested to consider and rectifythe same.
The Company has received confirmation from M/s Ranjana Vandana & Co. to the effectthat their appointment if ratified would be within the prescribed limits under Section139 of the Companies Act 2013 and that they are not disqualified for such ratification ofthe appointment within the meaning of Section 141 of the Companies Act 2013. The Boardrecommends the ratification of appointment of M/s Ranjana Vandana & Co. as statutoryauditors of the company at the ensuing Annual General Meeting.
Statutory Auditor's Report
The Notes forming part of Accounts which are specifically referred to by the auditorsin their report are self-explanatory except one qualify opinion of which managementexplanation is given below:
Management explanation: Company's mining approval from the Government is pending andthere is no turnover since last three years in the Company except negligible turnover fromthe soapstone mine of the company situated at Udaipur (Rajasthan). So there are nomovement in the Trade Payable Creditor for Capital Goods Capital work in progressInventories Trade Receivables Inter Corporate deposits and Mine Deposits. Company is inprocess for confirmation and reconciliation with the parties.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with the Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors has appointed Mr. R. N. Gupta practicing Company Secretary to conductsecretarial audit of the Company for the financial year 2015-2016.
The Secretarial Audit Report is annexed herewith as Annexure "B". TheSecretarial Audit report does not contain any qualification reservation or adverse remarkexcept on default in the repayment of secured / unsecured loan and interest thereon to theBanks continued during the period under review.
As per the Cost Audit Orders Cost Audit is not applicable to the Company's products/business for the financial year 2015-16.
As per the provisions of Section 177(9) and (10) of the Companies Act 2013 read withrule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22of the Listing Regulations the Company has established an effective Vigil Mechanism forDirectors and employees to report genuine concerns and the Board of Directors had approvedthe Policy on Vigil Mechanism / Whistle Blower.
The Company has a Whistle-blower Policy in place to report concerns about unethicalbehaviour actual suspected frauds and violation of Company's Code of Conduct. The Policyprovides for adequate safeguards against victimisation of persons who avail the same andprovides for direct access to the Chairperson of the Audit Committee. The Audit Committeeof the Company oversees the implementation of the Whistle-Blower Policy.
Your Company hereby affirms that no Director / employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
Internal Control System
The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.
The Internal Auditor together with external audit consultants review the effectivenessand efficiency of these systems and procedures to ensure that all assets are protectedagainst loss and that the financial and operational information is accurate and completein all respects. The Audit Committee of the Board of Directors approves and reviews auditplans for the year based on internal risk assessment. All these measures facilitate timelydetection of any irregularities and early remedial steps.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143 (12) of the Companies Act 2013.
Policy relating to Directors Appointment Payment of Remuneration and Discharge oftheir Duties
The Company has in place a Nomination and Remuneration committee in accordance with therequirements of the Companies Act 2013 read with the rules made there under andRegulation 19 of the Listing Regulations. The details relating to the same is available onour website (www.resurgere.in). There has been no change in the policy since the lastfiscal year. We affirm that the remuneration paid to the directors is as per the termslaid out in the nomination and remuneration policy.
The committee has formulated a policy on Director's appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and otheremployees board diversity composition and the criteria for determining qualificationspositive attributes and independence of a Director.
Particulars of loans guarantees security or investments etc.
Loans guarantees and investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
Contracts or Arrangements with Related Parties
The Related Party Transactions that were entered during the financial year were on theArm's Length Basis and were in the ordinary course of business. During the period underreview there were no Related Party Transactions (RPTs) entered into by the Company duringthe financial year which attracts the provisions of section 188 of the Companies Act2013.
There were no materially significant transactions with the Company's PromotersDirectors Key Managerial Personnel Management other designated persons or theirRelatives which could have a potential conflict with the interests of the company.Transactions with related parties entered by the Company in the normal course of thebusiness are periodically placed before the committee for its omnibus approval. Therebeing no material' related party transactions as defined under regulation 23 ofListing Regulations there are no details to be disclosed in Form AOC-2 in that regard.During the year 2015-16 pursuant to section 177 of the Companies Act 2013 and regulation23 of Listing Regulations all RPTs were placed before the Audit Committee for itsapproval.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 theRules made there under and the Listing Regulations.
Extract of Annual Return
As per the provisions of Section 92 (3) of the Companies Act 2013 an extract of theAnnual Return in form MGT 9 is annexed as Annexure "C" to this Report.
Number of Board meetings conducted during the year under review
The Board met 4 times during the financial year the details of which given in theCorporate Governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 andListing Regulations. One meeting of Independent Directors was also held during the yearunder review.
Committees of the Board
There are currently 4 (Four) Statutory committees of the Board as follows:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee.
4. Corporate Social Responsibility Committee
Details of all the Committees along with their terms of reference composition andmeetings of each Committee held during the financial year are provided in the CorporateGovernance Report annexed to the Annual Report.
Performance Evaluation of the Board
The Nomination & Remuneration Committee and the Board have laid down the manner inwhich formal annual evaluation of the performance of the Board Committee and IndividualDirectors has to be made.
The Individual Directors respondes on the performance of the Board Committee (s)Directors and Chairman were analyzed to arrive at unbiased conclusions.
Pledge of Shares
As on 31st March 2016 3000000 equity shares of Rs. 10/- each were pledged from thepromoter and promoter group holding in the Company.
Transfer to Investor Education Protection Fund (IEPF)
During the year Initial Public Issue refund amount of Rs. 1640/- which were remainedunpaid / unclaimed for a period of seven years and which were transferred by the companyon October 14 2015 to the Investor Education and Protection Fund established by theCentral Government for the purpose under Companies Act 2013.
Information relating to outstanding sale proceed from fractional shares onconsolidation of equity shares of the Company and the dates by which they need to betransferred to IEPF account are as below:
|Financial year ||Date of allotment ||Purpose / source ||Last Date for claiming unpaid/unclaimed amount |
|2012-13 ||15th June 2012 ||Sale proceed from fractional shares on consolidation of equity shares from Re. 1/- to Rs. 10/- each ||14th July 2019 |
The Company has not accepted any fixed deposits and as such no amount on account ofprincipal or interest on fixed deposits was outstanding as on the date of the balancesheet.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review there are no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
Risk Management Policy
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy.
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility Committee in compliancewith the provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014. The Board of Directors has formulateda Corporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company. The CSR Policy may be accessed on the Company website atwww.resurgere.in in investor services.
Details of Corporate Social Responsibility Committees are provided in the CorporateGovernance Report annexed to the Annual Report.
Prevention of Sexual Harassment Policy
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
During the year 2015-2016 no complaints were received by the Company related to sexualharassment.
Particulars of employees
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read withrule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 statement showing the name and other particular of the employeesdrawing remuneration in excess of the limits set out in the said Rules are not applicableon the Company as during the period under review no employee of the Company was drawingsalary in excess as prescribed limits.
Particulars pursuant to the provisions of Section 197 (12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure "D".
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Information as required to be given under Section 134(3)(m) read with Rule 8 (3) of theCompanies (Accounts) Rules 2014 regarding conservation of energy and technologyabsorption are not applicable to the Company.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year nevertheless it will alwaysstrive for and avail export opportunities based on economic considerations in future.
The Directors of the Company take this opportunity to express their grateful sincereappreciation for the cooperation and support received from Company's ShareholdersVendors Financial Institutions Bankers Government of India Department of Mines StateGovernments Regulatory Bodies Customers society and other business constituents duringthe year under review. Directors also take on record the appreciation for thecontribution commitment displayed and hard work of every employee of the Companyresulting in good performance during the year under review.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic market conditions affectingcost as well as the selling prices of the services changes in government regulations taxlaws economic developments within the country and other factors such as litigation andindustrial relations.
| ||On Behalf of the Board of Directors |
|Place: Mumbai ||Mr. Subhash Sharma |
|Date: 11th November 2016 ||Chairman & Managing Director |
| ||(DIN: 01593435) |