Shiv Kamal Impex Ltd.
|BSE: 539683||Sector: Financials|
|NSE: N.A.||ISIN Code: INE429R01017|
|BSE 05:30 | 01 Jan||Shiv Kamal Impex Ltd|
|NSE 05:30 | 01 Jan||Shiv Kamal Impex Ltd|
Shiv Kamal Impex Ltd. (SHIVKAMALIMPEX) - Director Report
Company director report
Independent Non-Executive Director)
|5. Mr. Shashi Kumar||Member (Independent Non-Executive Director)|
The committee met twice during the year 2019-20 and the attendance ofthe members at these meetings are as follows:
|Name of the Chairman/ Member and Date of Meeting||Mr. Biswajit Choudhuri||Mr. B.L. Agrawal||Mr. Abhishek Agrawal||Mr. Bhrigu Nath Ojha||Mr. Shashi Kumar|
The Company has formulated a Risk Management Policy pursuant to theprovisions of Companies Act 2013. The risk management issues are discussed in detail inthe report of Management Discussion and Analysis.
24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has constituted a CSR Committee of the Board ("CSRCommittee") pursuant to resolution of the Board dated 15.03.2014.
The Board of Directors at its meeting held on 15.03.2014 approved thepowers role and terms of reference of the CSR Committee in accordance with the provisionsof Section 135 of the Companies Act 2013 and policy framed thereunder has been disclosedon the website of the Company athttp://godawaripowerispat.com/wp-content/uploads/csr/csrpolicy_2014.pdf. The CSR Committeeconsists of One Independent Director and Two Executive Directors. The detailed compositionof the members of the CSR Committee at present is given below:
|S. No. Name||Designation|
|1. Mr. Shashi Kumar||Chairman (Independent Non-Executive Director)|
|2. Mr. Abhishek Agrawal||Member (Executive Director)|
|3. Mr. Vinod Pillai||Member (Executive Director)|
The committee met twice during the year 2019-20 and the attendance ofthe members at these meetings are as follows:
|Name of the Chairman/ Member and Date of Meeting||Mr. Shashi Kumar||Mr. Abhishek Agrawal||Mr. Vinod Pillai|
CSR Committee's Responsibility Statement:
CSR Committees hereby states that the implementation and monitoring ofCSR activities is in compliance with CSR objectives and Policy of the Company.
25. ANNUAL REPORT ON CSR ACTIVITIES:
The Annual Report on CSR activities initiated and undertaken by theCompany during the year under review is annexed herewith as an ANNEXURE-06.
26. ANNUAL EVALUATION OF BOARD ETC.:
The Nomination and Remuneration Committee has formulated criteria forevaluation of the performance of the each of the directors of the Company. On the basis ofsaid criteria the Board and all its committees and directors have been evaluated by theBoard of the Directors and Independent Directors of the Company.
27. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into by the Companyduring the year under review were on arms length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with promoters directors key managerial personnel or related parties which mayhave a potential conflict with the interest of the Company at large.
28. CHANGES IN NATURE OF BUSINESS:
The Company has been engaged in the business of mining of captive ironore and manufacturing the Iron Ore Pellets
Sponge Iron Steel Billets Wire Rods HB Wires with generation ofPower for captive consumption. The Company is also engaged in generation & sale ofSolar Power under long term PPA through subsidiary Company. There is no change in thenature of business of the Company during the year under review.
29. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNELS:
During the period under review Shri B.L. Agrawal has been re-appointedas Managing Director of the company for a further period of 5 years with effect from12.08.2020 and Shri Prakhar Agrawal has been appointed as Additional Director and Wholetime Director on the Board of the company with effect from 11.08.2020. No other Directorsand Key Managerial Personnel were appointed or re-appointed in the Company.
In accordance with the provisions of Section 152(6) (c) of theCompanies Act 2013 and the Company's Articles of Association Mr. Dinesh Gandhi and Mr.Vinod Pillai Directors of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers themselves for reappointment.
30. CHANGES IN STATUS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATECOMPANIES:
There were no changes in the status of Subsidiaries/ Associates of theCompany.
Your Company has also not entered into any new Joint Venture norterminated any existing Joint Venture during the year under review.
31. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND JOINT VENTURECOMPANIES:
Ardent Steel Limited (ASL):
During the year ASL produced 687360 MTs of iron ore pellets & sold742232 MTs of pellets in the market. The Company achieved gross sales of H417.05 croresEBIDTA of H101.26 Crores & PAT of H52.68 crores during year as compared to gross salesof H353.98 crores EBIDTA of H91.52 Crores & PAT of H44.09 crores during the previousyear. The outstanding debt of the Company at the end of the year stood at H76.52 crore asagainst H113.60 crore outstanding as on 31st March 2019 which is a reduction of H37.08crore from last year.
Godawari Green Energy Limited (GGEL)
During the year the GGEL generated 90.98 million units in FY20 ascompared to 84.91 million units generation in FY19 registering a growth of 7.15%. Thegeneration was better on account of better DNI during the year. The net revenue EBIDTA& Loss for the period of the Company stood at H100.25 crore H74.54 crore & H0.21crore respectively during the year as compared to H92.84 crore H81.11 crore & H1.03crore respectively during previous year. The outstanding debt of the Company at the end ofthe year stood at H422.35 crore which is a reduction of H35.54 crore from last year debtof H457.89 crore.
The performance and financial position of the Company's subsidiariesnamely Ardent Steel Limited; Godawari Green Energy Limited and Godawari Energy LimitedAssociate Companies namely Jagdamba Power & Alloys Limited; Hira Ferro Alloys Limitedfor the Financial Year 2019-20 are given in ANNEXURE 07.
The results of Associate Company viz. Chhattisgarh Ispat Bhumi Limitedand Joint Venture Companies namely Raipur Infrastructure Company Limited and ChhattisgarhCaptive Coal Mining Limited were not audited at the time of finalization of the FinancialStatements of the Company and the results of Hira Energy Limited Step down Subsidiaryare not given since they have insignificant impact on the overall consolidated position ofthe Company.
However Godawari Energy Limited and Chhattisgarh Captive Coal MiningLimited have not yet commenced their commercial operations and their projects have beenabandoned.
The Company has not accepted any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.
34. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal & financial controlswith reference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operations were observed.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the sizeand scale and complexity of its operations. The scope and authority of Internal Auditfunctions have been defined in the Internal Audit scope of work to maintain itsobjectivity and independence the Internal Audit functions reports to the Chairman of theAudit Committee of the Board.
The Internal Audit department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemaccounting procedures and policies of the Company and its subsidiaries. Based on thereport of the Internal Auditors process owners undertake corrective actions in theirrespective areas and thereby strengthen the control. Significant Audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
36. MAINTENANCE OF COST RECORDS:
The Company is required to maintain cost records of the Company asspecified under Section 148 (1) of the Companies Act 2013. Accordingly the Company hasproperly maintained cost records and accounts.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Work Place (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (PermanentContractual Temporary Training) are covered under this Policy. However no complaintshave been received during the year 2019-20.
38. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Board of Directors have established 'Whistle Blower Policy' and'Code of Conduct' for the directors & employees of the Company as required under theprovisions of Sec.
177 of the Companies Act 2013 read with Rule 7 of the Companies(Meeting of Board and its powers) Rules 2014 and Regulation 22 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
The said policy has been properly communicated to all the directors andemployees of the Company through the respective departmental heads and the new employeesare being informed about the Vigil Policy by the Personnel Department at the time of theirjoining.
39. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is given in ANNEXURE 08. The Statement showing thenames and other particulars of the employees of the Company as required under Rule 5 (2&3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be furnished since none of the employees of the Company has receivedremuneration in excess of the remuneration mentioned in the above mentioned Rule 5 (2)during the Financial Year 2019-20 except Mr. B.L Agrawal (Managing Director) Mr. AbhishekAgrawal (Executive Director) and Mr. Dinesh Agrawal (Executive Director) whose details aregiven below:
|Name||Mr. Bajrang Lal Agrawal||Mr. Abhishek Agrawal||Mr. Dinesh Agrawal|
|Designation||Managing Director||Whole Time Director||Whole Time Director|
|Remuneration Paid||H2.40 Crore per annum||H1.96 Crore per annum||H1.80 Crore per annum|
|Nature of employment Whether contractual or otherwise||Permanent||Permanent||Permanent|
|Qualifications and Experience of the employee||B.E (Electrical) and has a experience of more than 40 years in cement steel power and mining sectors.||B.E. (Electronics) & Masters degree in International Business from University of Leeds and has experience of more than 8 years.||Electronic Engineer and experience in business for over 15 years.|
|Date of commencement of employment||17.08.2002||09.11.2011||21.09.1999|
|The age of such employee||66||36||49|
|The last employment held by such employee before joining the Company||N.A.||N.A.||N.A.|
|The percentage of equity shares held by the employee in the Company within the meaning of clause (iii) of sub rule (2) above||Individually Holding: 4.91% Spouse Holding: 4.33% Total holding along with spouse: 9.24%||Individually Holding: 0.24%||Individually Holding: 5.24%|
|Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager||Shri Abhishek Agrawal and Shri Siddharth Agrawal||Shri Bajrang Lal Agrawal and Shri Siddharth Agrawal||None|
40. CORPORATE GOVERNANCE REPORT:
Pursuant to provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance and a certificate of non-disqualification ofdirectors from Practicing Company Secretary forming an integral part of this Report isgiven as ANNEXURE 09.
41. BUSINESS RESPONSIBILITY REPORT:
The 'Business Responsibility Report' (BRR) of your Company for the year2019-20 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given as ANNEXURE10. Your Company strongly believes that sustainable and inclusive growth is possible byusing the levers of environmental and social responsibility while setting targets andimproving economic performance to ensure business continuity and rapid growth.
42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to provisions of Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate managementdiscussion and analysis report which forms an integral part of this Report is given asANNEXURE 11.
The Board expresses its sincere gratitude to the shareholdersbankers/lenders Investors vendors State and Central Government authorities and thevalued customers for their continued support. The Board also wholeheartedly acknowledgesand appreciates the dedicated efforts and commitment of all employees of the Company.
|For and on behalf of Board of Directors|
|Place: Raipur||B.L. Agrawal||Abhishek Agrawal|
|Date: 11.08.2020||Managing Director||Executive Director|