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Shree Steel Wire Ropes Ltd.

BSE: 513488 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE387D01025
BSE 00:00 | 16 Jul 14.66 0
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14.66

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NSE 05:30 | 01 Jan Shree Steel Wire Ropes Ltd
OPEN 14.66
PREVIOUS CLOSE 14.66
VOLUME 5
52-Week high 24.48
52-Week low 12.50
P/E 7.05
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.66
CLOSE 14.66
VOLUME 5
52-Week high 24.48
52-Week low 12.50
P/E 7.05
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Steel Wire Ropes Ltd. (SHSTEELWIRE) - Director Report

Company director report

To

The Members

Shree Steel Wire Ropes Limited

Your Directors have pleasure in submitting their Twenty Fifth Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous yearfigures are given hereunder:

For the Year Ended 31 March 2017 (Rs.) For the Year Ended 31 March 2016 (Rs.)
I. Income
Net Revenue from operations 96298308 114941408
Other income 3877114 3672674
Total 100175422 118614082
II. Expenditure
Cost of materials consumed 59482113 72700952
Changes in inventories of finished goods and work-in- progress 1318885 (2712098)
Employees benefits expense 11980931 11858838
Finance costs 50106 68323
Other expenses 17612341 19485710
Total 90444376 101401725
III. Profit before Depreciation
Prior period expense & tax (I-II) 9731046 17212357
IV. Prior period expenses (26610) (853573)
V. Profit before Depreciation & Tax (III-IV) 9704436 16358784
VI. Depreciation 1109296 1109926
VII. Profit before Tax (V-VI) 8595140 15248858
VIII. Tax Expenses
Current Tax 3300000 5300000
Prior Period Taxes (15661) (15679)
Deferred tax (22800) 28000
Surplus carried to balance sheet 5333601 9936537

2. DIVIDEND:

The Board of Directors has not recommended Dividend for the financial year 2016-2017.

3. Company's Business Performance Sales Income

Sales Income (Gross) for the year ended 31st March 2017 amounted to Rs. 107106669/-as against Rs.127942712/- for the previous year.

4. Business Overview

The Company is engaged in manufacturing of Wire Rope Wire Rope Allied Products andRailway OHE products. The management review is presented separately in the annual report.

5. Material changes and commitment if any affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

6. Conservation of energy technology absorption foreign exchange earnings andoutgo

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure“C” and is attached to this report.

7. Policy developed by the Company on its Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility Committee though theCompany does not fall within the criteria to contribute towards the CSR policy.

8. Deposits

Your Company had not accepted the deposits from the public as per Section 74 ofCompanies Act 2013 pursuant to Rule 20 of the Companies (Acceptance of Deposits) Rules2014. Company has complied with the necessary filings to be done with the Registrar ofCompanies and Company has repaid all the amounts on 26thJune 2017.

9. Loans Guarantees or Investments made under section 186 of the Companies Act2013

The details of the Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013 by the Company to other Body Corporate or persons are given in notesto the financial statements.

10. Related Party Contracts & Arrangements

All related party transactions done by the Company during the financial year were arm'slength and in ordinary course of business. All related party transactions were placed inthe meetings of Audit Committee and the Board of Directors for their necessary review andapproval. During the financial year the Company has not entered into any materialtransaction (as per Clause 49 of the Listing Agreement) with any of its related partieswhich may have potential conflict with the interest of the Company at large. Disclosurespursuant to Accounting Standards on related party transactions have been made in the notesto the Financial Statements.

11. Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company.

12. Corporate Governance

As per the revised Clause 49 of the Listing Agreement it is not mandatory for theCompany to attach a separate Corporate Governance report as Annexure to the Boards'Report.

13. Corporate Social Responsibility

As per section 135 of the Companies Act 2013 corporate social responsibility is notapplicable to company.

14. Particulars of Employees

The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.Further the Company has no person in its employment drawing salaryof Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions ofSection 197 of the Companies Act 2013 read with Rule 5(2) and 3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014.

15. Extract of Annual Return

The extract of Annual Return (MGT 9) pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure “A” and is attached to this Report.

16. Number of Board Meetings conducted during the year under review

Your Company had five (5) Board Meetings during the financial year under review. TheBoard Meetings were held in compliance with the Companies Act 2013.

17. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) 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;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and were operating effectively.

18. Disclosure under section 164(2) of the Companies Act 2013

The Company has received the disclosure in Form DIR 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.

19. Declaration of Independent Directors

The Independent Directors submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules as per the Listing Agreement.

20. Evaluation of the Board's Performance

In compliance with the requirements of Section 134(3) (p) of the Companies Act 2013and Clause 49 of the Listing Agreement the performance of the Board was carried outduring the year under review. The Board was evaluated for its performance based on thefollowing factors:

i. Attendance of Board Meetings and Committees;

ii. Contribution made to the Board discussions and future planning;

iii. Level of commitment to the stakeholders' interest;

iv. Initiatives towards the growth of the business and profitability;

v. Providing outlook view points and feedback taking the Company ahead beyondexpectations.

21. Company's policy relating to Directors appointment payment of remuneration anddischarge of their duties

The Board has framed a Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178 (3) of the CompaniesAct 2013 based on the recommendation of Nomination and Remuneration Committee.

22. Directors and Key Managerial Personnel information

i) Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Manoj Jeswani DIN(00014509) retires by rotation and is eligible for re-appointment. Accordingly re-appointment has been included in the Notice convening the Annual General Meeting of theCompany.

23. Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has got the Secretarial Audit conducted from the Practicing CompanySecretary.

A Secretarial Audit Report issued by Ms. I. Javeri Company Secretaries in Form MR -3 in respect of the secretarial audit of the Company for the financial year ended 31stMarch 2017 is furnished and attached to this Report.

24. Auditors

Company's Auditors M/s. N. D. Mehta & Associates Chartered Accountants(Registration No. 106266W)were appointed as Statutory Auditors for a period of three yearsfrom the conclusion of 22nd Annual General Meeting held on 24th September 2014 until theconclusion of 25th Annual General Meeting of the Company.

However their continuance of office is subject to ratification by the members in theensuing Annual General Meeting.

The Company has received a certificate from the Auditors as required under Section 141of the Companies Act 2013.

25. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendments Rules 2014 as the turnover of the Company for the Financial Year2016-17 was below 35 Crores.

26. Auditors Report

The notes to accounts referred to in the Auditor's Report are self-explanatory andtherefore do not call for any further comments.

27. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports

As per the Auditors qualification we hereby clarify that we have given Loans andadvances only to gain high interest rate and it has been given to the known party furtherwe are not changing the nature of business we have given a new product pro-to type torailway if they approve the same we will manufacture the product.

28. Nomination & Remuneration Policy

The Board of Directors of the Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration.

29. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

Your Company has constituted an Audit Committee as required under Section 177 of theCompanies Act 2013 and has also established Vigil Mechanism for their employees andDirectors to report their genuine concerns or grievances. The Board has accepted all therecommendations of the Audit Committee during the year under review as and when brought totheir notice.

30. Listing

Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Companyconfirms that it has paid annual listing fees due to these stock exchanges for the year2016-2017 and has been diligent in observing all the compliances as stipulated in theListing Agreement.

31. Depository System

Your Company has entered into agreement with the National Securities Depository Limitedas well as the Central Depository Services (India) Limited (CDSL) to enable shareholdersto hold shares in a dematerialized form. The Company also offers simultaneousdematerialization of the physical shares lodged for transfer.

32. Internal Control System

Your Company continuously invests in strengthening its internal control processes andhas appointed M/s Ramniklal Jayantilal Gandhi Chartered Accountants as the InternalAuditors of the Company. The Company has put in place as adequate system of internalcontrol commensurate with its size and nature of business. The systems provide areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. Audit Committee periodically reviews the performanceof internal audit system.

The Audit Committee reviews adherence to internal control systems and internal auditreports.

Further the Board annually reviews the effectiveness of the Company's internal controlsystem.

33. Shares

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees

34. Acknowledgements

Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees at all levels. Your Directors also wish to place onrecord their gratitude to the shareholders for their continued support and confidence.

For and on Behalf of the Board
Sd/-
Place: Mumbai Mr. MANOJ B. JESWANI
Date: 30 May' 2017 Chairman & Managing Director

Annexure “C” to the DIRECTORS' REPORT

Statement pursuant to Section 134 (1) (m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014

A. CONSERVATION OF ENERGY

The Company continues to take adequate measures for conservation and saving of energy.

I. POWER AND FUEL CONSUMPTION

PARTICULARS 2016-2017 2015-2016
1. Electricity Purchased:
Units (Lac KWH) 1.73 1.68
Total Amount (Rs. In Lac) 14.55 13.45
Average Rate/KWH (Rupees) 8.40 8.02

II. CONSUMPTION PER UNIT OF PRODUCTION

PARTICULARS 2016-2017 2015-2016
1. Electricity (KWH) 0.50 0.35

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION .

RESEARCH AND DEVELOPMENT

There is no formal Research and Development. However the Company has developed manyimport substitute items for Indian Defence & Indian Air Force.

TECHNOLOGY AND ABSORPTION

There is no formal Research and Development. However the Company has developed manyimport substitute items for Indian Defense and Air force.

C. FOREIGN TECHNOLOGY AND OUTGO

PARTICULARS 2016-2017 2015-2016
Total Foreign Exchange Earned
Total Foreign Exchange Outgo

EXPORT INITIAVITES

The Company is trying to take initiatives for Export

For and on behalf of the Board of Directors
Sd/-
Mr. MANOJ B. JESWANI
Managing Director
Place: Mumbai
Date: 31 May' 2017