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Ruchi Strips & Alloys Ltd.
|BSE: 513295||Sector: Metals & Mining|
|NSE: RUCHISTRIP||ISIN Code: INE611C01012|
|BSE 00:00 | 19 Jun||1.58||
|NSE 05:30 | 01 Jan||Ruchi Strips & Alloys Ltd|
Ruchi Strips & Alloys Ltd. (RUCHISTRIP) - Director Report
Company director report
The Members of
Ruchi Strips And Alloys Limited
Your Directors have pleasure in presenting the 29th Annual Report together with AuditedFinancial Statements of the Company for the year ended March 312017.
1. PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
(Rs. in Lac)
Your Company is engaged only in trading activities of various products including steeland agro commodities. The Company's turnover stood at Rs. 1554.60 Lac for the year endedMarch 312017 as compared to Rs. 3332.85 Lac in the previous year. The Company reportednet profit of Rs. 5.71 Lac as compared to loss of Rs. 5712.37 Lac in the previous year.The Company is exploring various other business opportunities so that margin may beimproved.
During the year in addition to the above business the Company also started providingconsultancy services inter-alia engineering information technology & technical.
Your Directors are not recommending any dividend for the period under review toconserve the resources.
3. AMOUNT TRANSFERRED TO RESERVES:
The Company has not transferred any amount to its reserves during the year.\
The Company has not accepted any Deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
5. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANY:
The Company is having a wholly owned subsidiary company viz. RSAL Steel Private Limited(RSPL) which is engaged in manufacturing of Cold Rolled Close Annealed and other steelproducts and trading of Hot Rolled Coils Cold Rolled Close Annealed other steel productsand Agro Commodities. The Consolidated Financial Statements presented by the Companyincludes the Financial Statements of its subsidiary company as well.
The Gross Revenue of the Subsidiary Company stood at Rs. 14024.15 Lac as compared toRs. 44422.22 Lac in the previous year. The Net Loss after tax for the year stood at Rs.7304.78 Lac as compared to Rs. 9069.19 Lac in the previous year.
During the Financial Year 2015-16 RSPL suffered losses and its net worth gotcompletely eroded and it had to mandatorily register itself with Board for Industrial andFinancial Reconstruction (BIFR) under the provisions of Sick Industrial Companies (Specialprovisions) Act 1985 (SICA). Accordingly RSPL had made reference to BIFR as per thestatutory requirements and the Reference was registered with BIFR as Case No. 107/2016.
The Ministry of Finance Department of Financial Services vide its notification datedNovember 25 2016 had repealed the SICA with effect from December 12016 and provisionsof the Insolvency and Bankruptcy Code 2016 has came into effect. Following the repeal ofSICA all cases under the BIFR and the Appellate Authority for Industrial and FinancialReconstruction stand abated.
RSPL has given the Restructuring Proposal to the Banks and awaiting approval from itsConsortium Lenders.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the FinancialStatements of the Company's Wholly Owned Subsidiary in Form AOC-1 is attached to theFinancial Statements. The Company has no joint venture or associate company.
Further pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company Consolidated Financial Statements along with relevant documents andseparate Audited Financial Statements in respect of subsidiary of the Company areavailable on the website of the Company viz www.ruchistrips.comof the Company.
None of the companies which have become/ceased to be subsidiary(ies) joint ventures orassociate companies during the year.
6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:
Your Directors have nothing to report on the aforesaid matters as your Company is notengaged in manufacturing activities and has no foreign collaboration and has not exportedor imported any goods or services during the year.
8. BUSINESS RISK MANAGEMENT:
Pursuant to Section 134(3)(n) of the Companies Act 2013 and Listing Regulations theCompany has framed a detailed Risk Management Policy for assessment of risk and determinethe responses to these risks so as to minimize their adverse impact on the organization.The functional head of the Company is responsible for implementation of the riskmanagement system as may be applicable to their respective areas of functioning and reportto the Board/Audit Committee.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL;
Mr. Manish Jain (DIN 02165053) Director retires by rotation in accordance with theprovisions of the Companies Act 2013 and Articles of Association of the Company and beingeligible offers himself for re-appointment.
In compliance with Regulation 36(3) of the Listing Regulations brief resume expertiseand other details of all the Director proposed to be appointed/reappointed are given inthe Notice convening the ensuing Annual General Meeting.
Pursuant to provision of sub-section (6) of Section 149 of the Act and Regulation 17 ofthe Listing Regulations each of the Independent Directors of the Company have submitted adeclaration that each of them continues to meet the criteria of independence as providedin the Act and Listing Regulations.
The term of Mr. Umesh Shahra (DIN - 00061312) Managing Director of the Company isexpiring on September 30 2017. The Board of Directors at its meeting held on August 52017 has re-designated the position of Mr. Umesh Shahra from Managing Director toNon-Executive Chairman of the Company w.e.f. October 12017.
The Board of Directors at its Meeting held on August 5 2017 appointed Mr. Parag Guptaas the Company Secretary (Key Managerial Personnel) and Compliance Officer of the Companyw.e.f. August 5 2017 in place of Mr. Deepak Upadhyay who resigned from the office ofCompany Secretary and Compliance Officer w.e.f. the closure of the business hours on June8 2017.
Mr. Arvind Mishra-Chief Executive Officer Mr. Parag Gupta-Company Secretary andCompliance Officer and Mr. Ravi Deshmukh-Chief Financial Officer are the Key ManagerialPersonnel of the Company as on the date of this report.
During the year under review there was no re-appointment of Independent Directors inthe Company.
10. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and corporate governancerequirements as prescribed by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Board Committees.
The performance evaluation of Independent Directors has been done by the Board ofDirectors excluding the directors being evaluated.
In a separate meeting of independent directors performance of non-independentdirectors and performance of the Board as a whole was evaluated after taking into accountthe view of executive and non-executive directors.
The Nomination and Remuneration Committee reviewed the performance of the individualdirectors based on the criteria such as contribution of individual directors on the Boardof the Company.
The manner in which the evaluations have been carried out has been explained in theCorporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year four Board Meetings four Audit Committee Meetings four Stakeholders'Relationship Committee Meetings one Nomination and Remuneration Committee Meeting and oneExecutive & Borrowing Committee Meeting were convened and held. The details of whichare given in the Corporate Governance Report to this Annual Report of the Company. Theintervening gap between the two Meetings was within the period prescribed under theCompanies Act 2013/Listing Regulations.
The details of composition of the Board of Directors and its Committees is given in theCorporate Governance Report to this Annual Report of the Company.
12. POLICY FOR APPOINTMENT OF DIRECTORs KMPs AND SENIOR MANAGEMENT AND THEIRREMUNERATION:
The Board has adopted a policy for appointment of Directors Key Managerial Personnel'sand Senior Management and their remuneration. The extract of the said Policy is reproducedin the Corporate Governance Report.
13. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:
i) In the preparation of the annual accounts for the financial year ended on March312017 the applicable accounting standards have been followed and no material departureshave been made from the same;
ii) we have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review;
iii) we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) we have prepared the annual accounts/financial statement on a going concern basis;
v) we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and
vi) we have devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
14. STATUTORY AUDITORS
At the 28th Annual General Meeting held on September 14 2016 the Membersof the Company had appointed M/s. A. Gattani & Associates Chartered AccountantsIndore as Statutory Auditors of the Company for a term of five consecutive years to holdoffice from the conclusion of that meeting till the conclusion of the 33rdAnnual General Meeting of the Company to be held in 2021. As per the provisions of Section139 of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at the ensuing Annual General Meeting of the Company.
The Board of Directors recommends to the Members to pass the resolution forratification of appointment of M/s. A. Gattani & Associates as the Statutory Auditorsof the Company for the financial year 2017-18 at the ensuing Annual General Meeting.
The Auditor has furnished a written consent and certificate confirming theireligibility pursuant to the provisions of Section 141 of the Companies Act 2013 and rulesmade thereunder.
The Auditors' Report issued by M/s. A. Gattani & Associates Chartered Accountantsfor the financial year ended March 312017 does not contain any qualificationsreservations or adverse remarks.
15. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company at its meeting held on February 112017 had appointed M/s.Manpreet Hora & Co. Practicing Company Secretary as the Secretarial Auditor of theCompany to undertake the Secretarial Audit of the Company for the financial year 2016-17.The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this report asAnnexure-A.
The said Secretarial Audit Report doesn't contain any qualifications reservations oradverse remarks by the Secretarial Auditor.
16. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules madethereunder the Board of Directors had appointed Mr. Dinesh Bansal Chartered Accountantas the Internal Auditor of the Company to undertake the internal audit process for theperiod from April 12016 to June 30 2016. For the period from July 12016 to March312017 M/s. Ajay Pratap Gupta & Co. Chartered Accountants were the Internal Auditorof the Company.
The Board of Directors at its meeting held on May 27 2017 re-appointed M/s. AjayPratap Gupta & Co. Chartered Accountants as the Internal Auditor of the Company forthe Financial Year 2017-18.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
During the year under review the Company has not made any loan or investment or givenany guarantees or provided any securities under Section 186 of the Companies Act 2013.
The existing loans given investments made and guarantees and securities provided arein compliance with the provisions of the Companies Act 2013 and Rules made thereunder anddetails thereof are given in the Notes to the Financial Statements of the Company.
18. RELATED PARTY TRANSACTIONS:
All transactions entered during the financial year into by the Company with the relatedparty were in the ordinary course of the business and at arm's length basis. The AuditCommittee has reviewed and approved the related party transactions undertaken by theCompany during the financial year. Disclosures as required under AS-18 have been made inNote No. 24 to the Financial Statement. There are no materially significant related partytransactions entered into by the Company.
19. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and material orderspassed by any Regulators or Courts or Tribunals impacting the going concern status of theCompany or its operations in future.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
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 Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in 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. The Internal financial controls with reference to thefinancial statements were adequate and operating effectively.
22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has a mechanism called the 'Vigil Mechanism' and a policy to facilitate itsemployees and Directors to voice their concerns or observations without fear or raisereports of instance of any unethical or unacceptable business practice or event ofmisconduct/ unethical behavior actual or suspected fraud and violation of Company's Codeof Conduct etc. to the Committee. The said Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern.
23. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure-B formingpart of the Board's Report.
24. CORPORATE GOVERNANCE:
Your Company is committed to maintaining the standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by the Securities andExchange Board of India. The Report on Corporate Governance as stipulated under ListingRegulations forms part of the Annual Report.
25. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (Sexual Harassment Act) the Company hasformed a Policy for prevention prohibition and redressal of sexual harassment of women atworkplace. The status of complaints as on March 312017 under the Sexual Harassment Act isas under:
1. Number of complaint of Sexual harassment received in the year:- NIL
2. Number of complaint disposed off during the year:- NIL
26. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in the prescribed FormMGT-9 is enclosed as "Annexure-C".
27. LISTING AT STOCK EXCHANGE:
The Company's Equity Shares are continued to be listed on BSE Limited.
28. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER:
The Board of Directors have received a certificate from Chief Executive Officer andChief Financial Officer of the Company as specified in Part B of Schedule II of Regulation17 (8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
29. INDUSTRIAL RELATIONS:
Relations with the employees continued to remain cordial throughout the year. YourDirectors wish to place on record their appreciation for sincere and dedicated servicesrendered by the executives and staff at all levels.
The Directors wish to place on record their appreciation for the sincere cooperationextended by the Members Bankers Employees of the company and all other GovernmentAgencies in carrying out the business of the Company.