(Pursuant to the provisions of Sub Section (3) of Section 134 of the Companies Act2013)
The Members of
SHRI BAJRANG ALLOYS LIMITED
Your Directors take pleasure in presenting the 27th Annual Report on the business andoperations of your Company along with Audited Standalone and Consolidated FinancialStatements and Auditors' Report thereon for the financial year ended on March 31st 2017.
The summarized financial results and state of Company's affairs for the year ended onMarch 31st 2017 are as under:
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(Rs. in Lacs)
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|PARTICULARS ||Financial Year ended 31.03.2017 ||Financial Year ended 31.03.2016 ||Financial Year ended 31.03.2017 ||Financial Year ended 31.03.2016 |
|Total Turnover & Other Receipts ||8381.46 ||7591.03 ||8382.07 ||7591.69 |
|Profit before Interest Depreciation and Tax ||430.46 ||112.56 ||430.59 ||112.65 |
|Interest ||272.35 ||198.50 ||272.35 ||198.51 |
|Depreciation for the year ||36.59 ||40.19 ||36.59 ||40.20 |
|Profit before Tax ||121.52 ||(126.13) ||121.65 ||(126.06) |
|Less : Provision for Income Tax ||24.78 ||(0.01) ||24.82 ||0.01 |
|Less : Net Deferred Tax Liability ||1.50 ||(0.13) ||1.50 ||(0.13) |
|Net Profit / Loss after Tax ||95.24 ||(125.99) ||95.33 ||(125.95) |
|Add: Balance in Profit & Loss Account ||1058.94 ||1184.93 ||1060.02 ||1185.96 |
|Amount available for appropriation ||1154.18 ||1058.94 ||1155.35 ||1060.01 |
|Transferred to General Reserve ||-- ||-- ||-- ||-- |
|Balance transferred to Balance Sheet ||1154.18 ||1058.94 ||1155.35 ||1060.01 |
|Earnings Per Share (Basic & Diluted) ||1.06 ||(1.40) ||1.06 ||(1.40) |
REVIEW OF OPERATIONS
On a Consolidated basis the Revenue for the current financial year stood at Rs. 8382.07Lacs as compared to Rs. 7591.69 Lacs in the previous year and Profit after Tax stood atRs. 95.33 Lacs during the current financial year as compared to Rs. (125.95) Lacs in theprevious year.
On a Standalone basis the Revenue for the current financial year stood at Rs. 8381.45Lacs as compared to Rs. 7591.03 Lacs in the previous year and Profit after Tax stood atRs. 95.24 Lacs during the current financial year as compared to Rs. (125.99) Lacs in theprevious year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of the report.
CHANGES IN THE NATURE OF THE BUSINESS
There is no change in the nature of business of the Company and in the nature ofbusiness of its Subsidiary Company.
In order to conserve the resources the board of directors has not recommended anydividend for the year ended 31st March 2017.
The Company do not propose to transfer any amount to any reserve.
Your Company has one wholly owned subsidiary i.e. "Popular Mercantile PrivateLimited". There is no associate or joint venture Company as defined under theCompanies Act 2013.
Pursuant to provisions of Section 129 (3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of "Popular MercantilePrivate Limited" in FORM AOC-1 is annexed as (Annexure "1").
Pursuant to provision of Section 136 of the Companies Act 2013 the audited financialstatements including consolidated financial statements and related information of theCompany and audited accounts of the Subsidiary Popular Mercantile Pvt. Ltd. are availableon our website www.sbal.co.in . These documents will also be available forinspection during business hours at our registered office in Raipur. The company hasformulated a policy for determining 'material' subsidiaries and the policy is available onthe Website of the Company and can be accessed through the following link - htp://www.goeltmt.com/sbal_policies.html.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GURANTEE GIVEN AND SECURITIES PROVIDED
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the Financial Statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section188(2) of the Companies Act 2013 in the prescribed FORM AOC-2 is appended as (Annexure"2") to the Board's Report.
During the year 2016-17 pursuant to section 177 of the Companies Act 2013 andregulation 23 of SEBI Listing Regulations 2015 all Related Party Transactions wereplaced before the Audit Committee for its approval. A statement showing the disclosure oftransaction with related parties as required under Accounting Standard 18 is set outseparately in this Annual Report.
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.sbal.co.in
We have not accepted any deposits and as such no amount of principal or interest wasoutstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of Executive and Non-Executive Directors including IndependentDirectors who are having wide and varied experience in different disciplines of corporatefunctioning. The Directors and Key Managerial Personnel of the Company are:
|S.NO ||NAME OF DIRECTOR'S /KMP ||POSITION HELD |
|1. ||Shri Suresh Goel ||Chairman |
|2. ||Shri Anand Goel ||Managing Director |
|3. ||Shri Narendra Goel ||Director |
|4. ||Shri Vikash Kumar Khedia ||Independent Director |
|5. ||Shri Dinesh Kumar Aggarwal ||Independent Director |
|6. ||Smt. Prerna Singhal ||Independent Women Director |
|7. ||Shri Nishant Agrawal ||Company Secretary |
|8. ||Shri Archit Goel ||Chief Financial Officer |
Shri Suresh Goel Shri Anand Goel and Shri Narendra Goel are real brothers inrelationship and sons of Late
Shri Hariram Goel. Rests all the Directors are unrelated to each other.
Shri Narendra Goel is the father of Shri Archit Goel and hence related to each other.
In accordance with the provisions of Section 152 of the Companies Act2013ShriNarendra Goel (DIN : 00115883) Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from all Independent Director as perSection 149(7) of the Companies Act2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16 (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the accounting standards asprescribed under Section 133 of the Companies Act 2013 ('the Act') read with Rule 7 ofthe Companies (Accounts) Rules 2014 the provisions of the Act (to the extent notified)and guidelines issued by the Securities and Exchange Board of India (SEBI). There are nomaterial departures in the adoption of the prescribed accounting standards.
As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 directors to the best of their knowledge and belief state that-
i. in the preparation of the annual accounts for the financial year ended March31st2017 the applicable accounting standards had been followed. There are no materialdepartures in the adoption of prescribed accounting standards;
ii. the Directors had 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 of the Company for that period;
iii. the Directors had 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;
iv. they have prepared the annual accounts on a going concern basis;
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 (Six) times during the financial year 2016-2017 the details ofwhich are given in the Corporate Governance Report that forms part of this AnnualReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
COMMITTEES OF THE BOARD
The Board has 3 (Three) Committees - the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. All committees consist ofmajority of Independent Directors. The Composition and terms of reference details ofmeetings and other matters has been mentioned in the Corporate Governance Report ofthis Annual Report.
The Company places emphasis on recruitment training and development of humanresources which assumes utmost significance in achievement of corporate objectives. YourCompany integrates industrial and organizational capabilities in a seamless manner throughempowerment and by offering a challenging workplace aimed towards realization oforganizational goals. Your Company draws its strength from a highly engaged and motivatedworkforce whose collective passion and commitment has helped the organization reach newheights.
The Company is committed to provide a safe and healthy working environment andtherefore recognize safety and health as a key part of our operations.
DISCLOSURE UNDER SEXUAL HARRASMENT ACT
There were no cases which required to be filed with the District Officer by theInternal Complaints Committee under this Act.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the period under review no employee employed throughout the period orpart of the period was in receipt of remuneration in excess of the limits prescribed underSection 197 of the Companies Act 2013 read with Rule 5(2)& (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
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 is appended as (Annexure"3") to the Boards' Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the independence on the Board and separate its functions of governance andmanagement. As on March 31st 2017 the Board consists of 6 (six) members whom areExecutive Directors Non Executive Directors and Independent Directors. The Boardperiodically evaluates the need for change in its composition and size.
The policy of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorremuneration and other matters provided under Sub-section (3) of Section 178 of theCompanies Act 2013 is available at the website of the Company at the following link -http://www.goeltmt.com/sbalpolicies.html . We affirm that the remuneration paid to the Directors is as per theterms laid out in the Nomination and Remuneration Policy of the Company.
EVALUATION OF THE PERFORMANCE OF THE BOARDS ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has defined the evaluation criteria forPerformance Evaluation of the Board its Committee and Individual Directors
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard functioning composition of the Board and its committees culture execution andperformance of specific duties obligation and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of Chairman and Non-Independent Directors was carried out by the IndependentDirectors. The Board of the Directors expressed their satisfaction over the evaluationprocess.
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Company's operations and business andcontribution at Board Meetings.
(iii) Details of Familiarization Programme
The details of programme for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link http://www.goeltmt.com/sbal_policies.html .
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The new independent directors inducted into the Board attend an orientation program.The details of training and familiarization program are provided in the corporategovernance report and is also available on our website http://www.goeltmt.com/sbal_policies.html.Further at the time of the appointment of an independent director the Company issuesa formal letter of appointment outlining his/ her role function duties andresponsibilities.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available in our website http://www.goeltmt.com/sbal_policies.html
ADOPTION OF NEW SET OF ARTICLE OF ASSOCIATION
The Ministry of Corporate Affairs (MCA) notified most of the sections of the CompaniesAct 2013 ('Act') which replace the provisions of the Companies Act 1956. The MCA alsonotified the rules pertaining to further notified sections. In order to bring the Articleof Association (AOA) of the Company in line with the provisions of the Act the Companyrecommended that the members adopt a comprehensive new set of the Article of Associationof the Company ('new articles') in substitution of and to the exclusion of the AOA. Theresolution to adopt the new articles was passed by requisite majority by the members ofthe Company.
CORPORATE GOVERNANCE REPORT
As required by Regulation 34 read with Schedule V of the Listing Regulations aseparate Report on Corporate Governance forms part of the Annual Report. The Report onCorporate Governance also contains certain disclosure required under the Companies Act2013.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
A certificate from the Statutory Auditor of the Company regarding compliance of thecondition of Corporate Governance as stipulated Clause E of the Schedule V of the ListingRegulation is enclosed in the Board Report. The auditors' certificate for the financialyear 2017 does not contain any qualification reservation or adverse remark.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In details of operating performance of the Company for the year the state of affairsand the key changes in the operating environment have been analyzed in the Management'sDiscussion and Analysis section which form part of this Annual Report.
The Company has developed and implemented a risk management framework that includesidentification of elements of risk if any which in the opinion of the Board may threatenthe existence of the Company. During the year your Company has set up a new RiskManagement Committee in accordance with the requirements of Listing Agreement to monitorthe risks and their mitigating actions. During the year there are no elements of riskfound which in the opinion of the Board may threaten the existence of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy and technology absorption and foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in (Annexure"4") forming part of this Report.
AUDITORS AND AUDITOR'S REPORT Statutory Auditor
Under Section 139 of the Indian Companies Act 2013 and the Rules made thereunder itis mandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and the Board ofDirectors of the Company has recommended the appointment of M/s. SSSD & Co. CharteredAccountants (Firm registration number 020203C) ('SSSD & Co.) as the statutory auditorsof the Company. M/s. SSSD & Co. will hold office for a period of five consecutiveyears from the conclusion of this Annual General Meeting till the conclusion of the SixthAnnual General Meeting from this Annual General Meeting subject to the approval of theshareholders of the Company.
A copy of the Auditor's Report for the year ended on March 31st 2017 along with thestandalone and consolidated financial statements thereon forms part of the Annual Report.The Notes on Financial Statements referred to in the Auditor's Report are self-explanatoryand do not call for any further comments and there are no qualification remarks made bythe Auditors in their report hence no explanation is required in this regard.
M/s. Anand Kumar Sahu & Associates Practicing Company Secretaries Raipur wasappointed to conduct the secretarial audit of the Company for the financial year 2016-17as required under Section 204 of the Companies Act 2013 and Rules made thereunder. TheSecretarial Audit Report for financial year 2016-17 forms part of the Annual Report as (Annexure"5") to the Boards' report and there are no qualification remarks made bythe Secretarial Auditors in their report hence no explanation is required in this regard.
In terms of provisions of Section 148 of the Companies Act 2013 and in accordance withnotification issued by the Ministry Of Corporate Affairs Ministry Of Corporate AffairsF.No.52 /26/ CAB - 2010 dated 2nd May 2011 M/s Sanat Joshi & Associates RaipurCost Accountants was appointed as Cost Auditor of the Company for the financial year2016-17 and they have offered themselves for re-appointment for the financial year2017-18. The Company has filed Cost Audit Report for the financial year ended 31st March2016 with the Central Government within the time limit prescribed under the Companies Act2013.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on 10th April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. The Company is in compliance with the same.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
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.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return as provided under sub-section (3) of section 92 of the Companies Act2013in the prescribed FORM MGT-9 is appended as (Annexure "6") to theBoard's Report.
Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company pursuant to the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has framed "Whistle Blower Policy" for Directors andemployees of the Company for reporting the genuine concerns or grievances or cases ofactual or suspected fraud or violation of the Company's code of conduct and ethicspolicy. The Whistle Blower Policy of the Company is available on the Company's websitehttp://www.goeltmt.com/sbal_policies.html
DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 and Rules made thereunderrelating to Corporate Social Responsibility are not applicable to the Company.
Electronic copies of the Annual Report 2016-2017 and Notice of the 27th Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2016-2017 and the Notice of the 27th AnnualGeneral Meeting under Section 101 of the Companies Act 2013 are send throughpermitted mode. Members requiring physical copies can send a request to the Company.
Your Company provides e-voting facility to all its members to enable them tocast their votes electronically on all resolutions set forth in the Notice. This ispursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015. The instructions for e- voting areprovided in the Notice.
The Company has entered into an arrangement with Central Depository Service (India)Limited (CDSL) the authorised agency for this purpose to facilitate such e-voting forits members.
CEO & CFO CERTIFICATION
The MD and CFO have certified to the Board with regard to the financial statements andother matters as required under regulation 17(8) read with Part B of Schedule II to theSEBI Listing Regulations 2015.
Your Directors accord their undying gratitude for the assistance support and guidanceprovided by Banks Customers Suppliers Regulatory & Government Authorities BusinessAssociates and all other Stakeholders. Your Directors also appreciate and value thecontribution and commitment of every employee towards your Company's performance growthand sustainability. Your Directors look forward to your continuing and valuable support.
FOR AND ON BEHALF OF THE BOARD