Shree Steel Wire Ropes Limited
Your Directors have pleasure in submitting their Twenty Eight Annual Report of theCompany together with the Audited Statements of Accounts for the Financial Year Ended 31stMarch 2020.
1. Financial Results
The Company's financial performance for the year under review along with previous yearfigures are given hereunder:
|Sr.No. ||Particulars ||For the Year Ended 31st March 2020 (Rs.) ||For the Year Ended 31st March 2019 (Rs.) |
|I. ||Income || || |
|II. ||Revenue from operations (inclusive of Excise Duty and GST) ||254127817 ||180802837 |
|III. ||Other income ||564024 ||745487 |
| ||Total Income (II + III) ||254691841 ||181548324 |
|IV. ||Expenditure || || |
| ||Cost of materials consumed ||148450133 ||106514094 |
| ||Excise Duty ||- ||- |
| ||Goods and Service Tax ||387786 ||27590337 |
| ||Changes in inventories of finished goods and work-in- progress ||(1446416) ||703733 |
| ||Employees benefits expense ||21186488 ||20102464 |
| ||Finance costs ||93824 ||144976 |
| ||Other expenses ||20434369 ||15426730 |
| ||Total Expenses ||227497075 ||170482334 |
|V. ||Profit before Depreciation || || |
| ||Prior period expense and tax ||27194766 ||11065990 |
|VI. ||Prior period expenses ||- ||- |
| ||Sales Tax Assessment dues - Prior Period || || |
|VII. ||Profit before Depreciation and Tax ||27194766 ||11065990 |
|VIII. ||Depreciation ||1874581 ||1606893 |
|IX. ||Profit before Tax (VII - VIII) ||25320185 ||9459097 |
|X. ||Tax Expenses || || |
| ||Current Tax ||6600000 ||2450000 |
| ||Prior Period Taxes ||(191196) ||(20030) |
| ||Deferred tax ||358944 ||2457791 |
|XI. ||Profit after Tax (IX - X) ||19270325 ||4571336 |
The Company has adopted Indian Accounting Standard (IND AS) notified by the Ministry ofCorporate Affairs with effect from April 2017 and accordingly these financial resultshave been prepared in accordance with the recognisation and measurement principles laiddown in the IND AS 34 Interim Financial Reporting prescribed under Section 133 of theCompanies Act 2013 read with relevant rules issued there under and other accountingprinciples generally accepted in India.
The Board of Directors has not recommended Dividend for the Financial Year 2019-20
3. Company's Business Performance
Sales Income (Gross) for the Financial Year Ended 31st March 2020 amounted to Rs.254127817/- as against Rs. 180802837/- for the previous Financial 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)
Pursuant to Section 135 of Companies Act 2013 the Company does not fall within thecriteria to contribute towards the CSR.
Your Company had not accepted the deposits from the public as per Section 74 ofCompanies Act 2013 read with Rule 20 of the Companies (Acceptance of Deposits) Rules2014.
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 and Arrangements
All related party transactions that were entered into during the Financial Year were onan Arm's Length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee and also the Boardto approve for. Disclosures pursuant to Accounting Standards on related partytransactions are given in the notes to 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 Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 it is not mandatory for the Company to attach a separate CorporateGovernance report as Annexure to the Boards' Report.
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 drawingsalary of Rs. 60 lakhs per annum or Rs. 5 lakhs per month as defined under the provisionsof Section 197 of the Companies Act 2013 read with Rule 5(2) and 3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
15. Extract of Annual Return
The extract of Annual Return (MGT9) pursuant to the provisions of Section 92 readwith Rule 12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure -A and is attached to this Report.
As per Rule 8A (1)(A) of Companies (Accounts) Amendment Rules 2018 the Company shalldisclose the Web Address if any where Annual Return referred to in Sub-Section (3) ofSection 92 of the Companies Act 2013 has been placed on the Company's Website www.sswrl.com
16. Number of Board Meetings conducted during the year under review
During the Financial Year 2019-20 Seven (7) Board Meetings were held on 25th April2019 15th May 2019 30th May 2019 14th August 2019 4th November 2019 1st February2020 and 25th February 2020. The Board Meetings were held in compliance with theCompanies Act 2013. The gap between any two meetings did not exceed 120 days.
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 AnnualAccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) the Directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the Financial Year and of the Profit and Loss of the Company forthat period; c) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe Assets 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; e) theDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively and f) theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable 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 fulfil allthe 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 SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015.
20. Evaluation of the Board's Performance
In compliance with the requirements of Section 134(3) (p) of the Companies Act 2013and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 the performance of the Board was carried out during the year under review. The Boardwas evaluated for its performance based on the following factors: i. Attendance of BoardMeetings and Committees; ii. Contribution made to the Board discussions and futureplanning; iii. Level of commitment to the stakeholders' interest; iv. Initiatives towardsthe growth of the Business and profitability and v. Providing outlook view points andfeedback taking the Company ahead beyond expectations.
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
Appointment of Director:
In accordance with the provisions of the Companies Act 2013 Mrs. Kirtee Sajnani (DIN:01459113) is appointed as Whole Time Director and her appointment has been included in theNotice of this Annual General Meeting of the Company.
Change in Designation:
In accordance with the provisions of the Companies Act 2013 the change in designationof Mr. Anil Sajnani (DIN: 00014257) and Mr. Manoj Jeswani (DIN: 00014509) has beenincluded in the Notice of this Annual General Meeting of the Company.
Resignation of Director:
In accordance with the provisions of the Companies Act 2013 there has beenresignation of Mrs. Bhavna Jeswani (DIN: 08201087) from the Board of Directors of theCompany
Appointment of Key Managerial Personnel:
In accordance with the provisions of the Companies Act 2013 Mr. Anand Dubey has beenappointed as Company Secretary and Compliance Officer of the Company.
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. Nisha Uchil Company Secretaries in Form MR -3 in respect of the Secretarial Audit of the Company for the Financial Year ended 31stMarch 2020 is furnished and attached to this Report.
Pursuant to the provisions of Section 139(1) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s. Kailashchand Jain and Co. CharteredAccountants (Registration No. 112318W) are appointed as Statutory Auditors for a period ofFive years from the conclusion of 26th Annual General Meeting held on 29th September 2018until the conclusion of 31st Annual General Meeting of the Company to be held in the year2023. The Company has received necessary certificate from Auditors pursuant to Section 139and 141 of the Companies Act 2013 regarding their eligibility for appointment.
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 Year2019-20 was less than Rs. 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 observation we hereby clarify that we have given Loans and advancesonly to gain high interest rate and it has been given to the known party further we arenot changing the nature of business.
28. Nomination and Remuneration Policy
The Board of Directors of the Company has on recommendation of the Nomination andRemuneration 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.
Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Companyconfirms that it has paid annual listing fees to the stock exchange for the Financial Year2019-20 and has been diligent in observing all the compliances as stipulated in the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.
31. Depository System
Your Company has entered into agreement with the National Securities Depository Limited(NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enableshareholders to 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 K. C. Jain Kala and Co. Chartered Accountants (Firm Registration No.112159W) as the Internal Auditors of the Company. The Company has put in place an adequatesystem of internal control commensurate with its size and nature of business. The systemsprovide a reasonable assurance in respect of providing financial and operationalinformation complying with applicable statutes safeguarding of Assets of the Company andensuring compliance with corporate policies. Audit Committee periodically reviews theperformance of 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 internalcontrol system.
33. Shares a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review. b) SweatEquity
The Company has not issued any Sweat Equity Shares during the year under review. c) BonusShares
No Bonus Shares were issued during the year under review. d) Employees Stock OptionPlan
The Company has not provided any Stock Option Scheme to the employees
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 |
| ||For Shree Steel Wire Ropes Limited |
| ||Sd/- |
| ||Mr. Manoj B. Jeswani |
| ||Managing Director |
|Date: 25th July 2020 || |
|Place: Khopoli || |