Shree Steel Wire Ropes Limited
Your Directors have pleasure in submitting their Twenty Sixth Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2018.
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 2018 ||For the Year Ended 31 March 2017 |
| ||(Rs.) ||(Rs.) |
|I. Income || || |
|II. Revenue from operations (inclusive of Excise Duty & GST) ||132859784 ||107106669 |
|III. Other income ||2716120 ||3877114 |
|Total Income (I + II) ||135575904 ||110983783 |
|IV. Expenditure || || |
|Cost of materials consumed ||79578247 ||59482113 |
|Excise Duty ||3054586 ||10808361 |
|Goods & Service Tax / Sales Tax ||19084297 ||5329965 |
|Changes in inventories of finished goods and work-in- progress ||(4319139) ||1318885 |
|Employees benefits expense ||14748273 ||11980931 |
|Finance costs ||144379 ||50106 |
|Other expenses ||12090014 ||12282376 |
|Total Expenses ||124380657 ||101252737 |
|V. Profit before Depreciation || || |
|Prior period expense & tax ||11195247 ||9731046 |
|VI. Prior period expenses ||(739267) ||(26610) |
|Sales Tax Assessment dues- Prior Period || || |
|VII. Profit before Depreciation & Tax ||10455980 ||9704436 |
|Depreciation ||1364393 ||1109296 |
|IX. Profit before Tax (VII - VIII) ||9091587 ||8595140 |
|X. Tax Expenses || || |
|Current Tax ||2500000 ||3300000 |
|Prior Period Taxes ||(253759) ||(15661) |
|Deferred tax ||(26000) ||(22800) |
|XI. Profit after Tax (IX - X) ||6871346 ||5333601 |
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 2017-2018.
3. Company's Business Performance
Sales Income (Gross) for the year ended 31st March 2018 amounted to Rs. 132589784/-as against Rs. 107106669/- 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 AnnexureC 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.
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 & 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 as also the Boardfor approval Disclosures pursuant to Accounting Standards on related party transactionshave been made 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 (SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 and Disclosure Requirements) 2015 it is not mandatory forthe Company 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 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 (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.
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 at the Company's Website www.sswrl.com.
16. Number of Board Meetings conducted during the year under review
During the financial year 2017-18 Five (5) Board Meetings were held on 30th May 201711th July 2017 31st July 2017 31st October 2017 and 31st January 2018. The BoardMeetings were held in compliance with the Companies Act 2013. The gap between any twomeetings 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 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 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 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
Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Manoj B. 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.
Appointment and Resignation of Directors;
Mr. Yash Mukesh Vachhani (DIN: 07874340) was appointed as an Independent Director ofthe Company with effect from 29th September 2017 in its Annual General Meeting held on29th September 2017.
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 2018 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 & Co. CharteredAccountants (Registration No. 112318W) are appointed as Statutory Auditors for a period ofFive years from the conclusion of 26th Annual General Meeting to be held on 29thSeptember 2018 until the conclusion of 31st Annual General Meeting of the Company to beheld in the year 2023. The Company has received necessary certificate from Auditorspursuant to Section 139 and 141 of the Companies Act 2013 regarding their eligibility forappointment.
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 precedingfinancial year 2016-17 was less than Rupees 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 & 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.
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 year2017-2018 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 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 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 as 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.
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
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 |
| ||Chairman & Managing Director |
|Place: Mumbai || |
|Date: 24 August 2018 || |