(Pursuant to the provisions of Sub Section (3) of Section 134 of the Companies Act2013)
The Members of
SHRI BAJRANG ALLIANCE LIMITED
(Formerly Shri Bajrang Alloys Limited)
Your Directors take pleasure in presenting the 30th 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 2020.
The summarized financial results and state of Company's affairs for the year ended onMarch 31st 2020 are as under:
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||Financial Year ended 31.03.2020 ||Financial Year ended 31.03.2019 ||Financial Year ended 31.03.2020 ||Financial Year ended 31.03.2019 |
|Total Turnover & Other Receipts ||17127.73 ||15700.06 ||17460.35 ||15700.90 |
|Operating expenses ||16793.73 ||15208.06 ||17124.23 ||15208.71 |
|Profit before Interest Depreciation Tax and Amortization (EBIDTA) ||334.00 ||492.00 ||336.11 ||492.19 |
|Finance Cost ||194.04 ||279.46 ||208.75 ||279.46 |
|Depreciation and amortization expenses ||27.58 ||71.15 ||28.02 ||71.15 |
|Profit/(Loss) Before Taxation ||112.38 ||141.39 ||99.34 ||141.58 |
|Add: Share of Profit/(Loss) of Associates & Joint Ventures (after tax) ||-- ||-- ||1331.54 ||1811.07 |
|Taxation (including deferred Tax) ||30.03 ||(2.38) ||32.38 ||(2.33) |
|Profit/(Loss) after Taxation (PAT) ||82.35 ||143.77 ||1398.49 ||1954.97 |
|Other Comprehensive Income ||(11.64) ||3.88 ||(11.64) ||3.88 |
|Total Comprehensive Income for the period (Comprising Profit/Loss) and Other Comprehensive Period for the period ||70.72 ||147.66 ||1386.85 ||1958.85 |
PERFORMANCE OF THE COMPANY
On a Consolidated basis the Revenue for the current financial year stood at Rs.17460.35Lakhs as compared to Rs.15700.90 Lakhs in the previous year and Profit after Tax stood atRs.1398.49 Lakhs during the current financial year as compared to Rs.1954.97 Lakhs in theprevious year.
On a Standalone basis the Revenue for the current financial year stood at Rs.17127.73Lakhs as compared to Rs15700.06 Lakhs in the previous year and Profit after Tax stood atRs.82.35 Lakhs during the current financial year as compared to Rs.143.77 Lakhs in theprevious year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND THE DATE OF THE REPORT
Following material changes and commitments have occurred between the end of financialyear to which the financial statements relate and the date of this report and their impacton financial position is not determinable.
Company has setup Agro Division to venture into the Indian Frozen food market with aninitial capital investment of 30 crores and will be utilizing the advanced innovativespiral freezer technology. This Agro unit has a production capacity of 6000MT Per annum.This is the first ever advanced frozen Manufacturing Facility in Chhattisgarh under theBrand Name "GOELD" that offer 100% vegetarian ready to cook and eat frozenfood. Spread over five acre land based on the unique spiral freezer technology withadvanced processing technique is backed by robust sourcing of the freshest ingredientsfrom company-owned firms cutting-edge cold chain and storage facilities. The productswill be sold under the brand name "GOELD". Over the course of time the companyalso plans to cater to international markets. While in the domestic market the focus willbe on the b2c segment for exports it will cater to both b2c and b2b. On 26th February2020 Shri Bajrang Alliance Limited gets permission for Foods Business. The ChhattisgarhEnvironment Conservation Board vide its letters dated 14.02.2020 has granted its consentto the Company to establish Ready to Eat Frozen Foods-1500 Metric Tonnes Per Year Readyto Cook Frozen Foods - 4000 Metric Tonnes Per Year and Ready to Eat Frozen Dessert - 500Metric Tonnes Per Year at Kh. No.150 151/1 151/4 & 151/5 Urla Guma Road VillageBorjhara District- Raipur (C.G.) under Water (Prevention and Control of Pollution) Act1974 and Air (Prevention and Control of Pollution) Act 1981. On 18th March 2020 ourcompany announces inauguration of State-of- Art Manufacturing Facility in RaipurChhattisgarh. On 9th June 2020 Company has inaugurated the First Ever Advanced Frozen FoodManufacturing Facility in Chhattisgarh under the Brand Name "GOELD"
CHANGES IN THE NATURE OF THE BUSINESS
Along with Steel Business company has forayed into processed food industry in segmentsviz. ready to eat frozen foods ready to cook frozen foods ready to eat frozen dessertetc. The Company has started production in the May 2020 and expects this segment tocontribute 30% of revenue for FY 2021 and about 50% of revenue for FY 2022. Ability of theCompany to scale up and derive benefits from Agro division remains critical.
In order to conserve the resources the board of directors has not recommended anydividend for the year ended 31st March 2020.
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.
SUBSIDIARY AND ASSOCIATE COMPANY
Your Company has two wholly owned subsidiaries i.e. "Popular Mercantile PrivateLimited" and "Shri Bajrang Agro Processing Limited". There is one associatei.e. "Shri Bajrang Power and Ispat Limited" and no joint venture Company asdefined under the Companies 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" "Shri Bajrang Agro Processing Limited" and "ShriBajrang Power and Ispat 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 Subsidiaries Popular Mercantile Private Limited andShri Bajrang Agro Processing Limited are available on our website www.sbal.co.in.
The company has formulated a policy for determining 'material' subsidiaries and thepolicy is available on the Website of the Company and can be accessed through thefollowing link - http://www.goelgroup.co.in/ sbal policies.html
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GURANTEE GIVEN AND SECURITIES PROVIDED
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 form part ofthe notes to the Financial Statements.
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 2019-20 pursuant to section 177 ofthe Companies Act 2013 and regulation 23 of SEBI Listing Regulations 2015 all RelatedParty Transactions were placed before the Audit Committee for its approval. A statementshowing the disclosure of transaction with related parties as required 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 Narendra Goel ||Chairman and Director |
|2. Shri Anand Goel ||Managing Director |
|3. Shri Archit Goel ||Whole-Time Director and CFO |
|4. Shri Vikash Khedia ||Independent Director |
|5. Shri Dinesh Kumar Agarwal ||Independent Director |
|6. Smt. Prerna Singhal ||Independent Women Director |
|7. Mr. Nishant Agrawal ||Company Secretary |
Shri Anand Goel and Shri Narendra Goel are real brothers in relationship and sons ofLate Shri Hariram Goel and Shri Narendra Goel is the father of Shri Archit Goel and hencerelated to each other. Rest all the Directors is unrelated to each other.
In accordance with the provisions of Section 152(6) (c) of the Companies Act2013 ShriNarendra Goel (DIN : 00115883) Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offer shimself for reappointment.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from all Independent Director as perSection 149(7) of the Companies Act 2013 stating that they meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The IndependentDirectors have also confirmed that they have complied with Schedule IV of the Act and theCompany's Code of Conduct. Further the Independent Directors have also submitted theirdeclaration in compliance with the provision of Rule 6(3) of Companies (Appointment andQualification of Directors) Rules 2014which mandated the inclusion of an IndependentDirector's name in the data bank of Indian Institute of Corporate Affairs("IICA") for a period of one year or five years or life time till they continuesto hold the office of an independent director.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statements in terms of Section 134(3)(c) & 134(5)of the Companies Act 2013 based on the representations received from the operatingmanagement and Chief Financial Officer of the Company:
i. in the preparation of the annual accounts for the financial year ended March 31st2020 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 and Loss 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 10 (Ten) times during the financial year 2019-2020 the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act2013.
COMMITTEES OF THE BOARD
The Board has 3 (Three) Committees - the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee. All committees consist of majority ofIndependent Directors. The Composition and terms of reference details of meetings andother matters has been mentioned in the Corporate Governance Report of this 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
All employees (Permanent Contractual and Temporary Training) are covered under thispolicy. 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 or part ofthe period was in receipt of remuneration in excess of the limits prescribed under Section197 of the Companies Act 2013 read with Rule 5(2)& (3) of the Companies (Appointmentand 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 Company's current policy is to have an appropriate mix of Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management.
For the purpose of selection of any Director the Nomination and Remuneration Committeeidentifies persons of integrity who possess relevant expertise experience and leadershipqualities required for the position. The Committee also ensures that the incumbent fulfilssuch criteria with regard to qualifications positive attributes independence age andother criteria as laid down under the Act Listing Regulations or other applicable laws.The Board has on the recommendation of the Nomination and Remuneration Committee framed apolicy on the remuneration of Directors Key Managerial Personnel and other Employees asrequired under sub-section (3) of Section 178 of the Companies Act 2013.The policy of theCompany on director's appointment and remuneration is uploaded on to the Company's websiteand available at http://www.goelgroup.co.in/sbal policies.html.
As on March 31 2020 the Board of Directors comprised of six members including onewomen members consisting of three Executive Directors and three Independent Directors.The Board periodically evaluates the need for change in its composition and size.
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 19 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.goelgroup.co.in/sbal policies.html
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has formulated a comprehensive Code of Conduct for Prevention of InsiderTrading for its designated persons in compliance with Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 as amended from time to time.The Directors officers designated persons and other connected persons of the Company aregoverned by the Code. The Code is also posted on the website of the company athttp://www.goelgroup.co.in/sbal policies.html
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 2019-2020 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 there are no elements of risk found which inthe 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
Pursuant to the provisions of Section 139 of the Act and rules framed thereafter M/s.SSSD & Co. Chartered Accountants (Firm registration number: 020203C) were appointedas Statutory Auditors of the Company for a term of five consecutive Financial Years fromthe conclusion of Annual General Meeting held on 26.09.2017 till the conclusion of AnnualGeneral Meeting of the Company to be held in the year 2022.
There are no qualifications reservations adverse remarks or disclaimers in theStatutory Auditor's Report on the Financial Statements of the Company of the company forthe financial year 2019-20 and hence does not require any explanations or comments by theBoard.
M/s. Anand Kumar Sahu & Associates Practicing Company Secretaries Raipur wasappointed to conduct the secretarial audit of the Company for the financial year 2019-20as required under Section 204 of the Companies Act 2013 and Rules made thereunder. TheSecretarial Audit Report for financial year 2019-20 forms part of the Annual Report as(Annexure "5") to the Boards' report and there are no qualification remarks madeby the Secretarial Auditors in their report hence no explanation is required in thisregard.
Pursuant to the provision of Section 148 of the Companies Act2013 read with theCompanies (Cost record and Audit) Amendment Rules2014 M/s Sanat Joshi & AssociatesRaipur Cost Accountants was appointed as Cost Auditor of the Company for the financialyear 2019-20 and they have offered themselves for re-appointment for the financial year2020-21.
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 the Board's Reportand is also placed on the website of the Company and can be accessed at www.sbal.co.in.
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.goelgroup.co.in/sbal policies.html
DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal & financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations were observed.
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.
Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015. The instructions for e-voting are provided in theNotice.
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.
The Board 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 appreciateand 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