Your Directors have pleasure in presenting the 27th Annual Report onbusiness and operations of the Company together with the Audited Financial Statements ofthe Company for the year ended on 31st March 2021.
I. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31stMarch 2021is summarized below:
(Amount in Rupees)
|FINANCIAL RESULTS ||F.Y 2020-21 ||F.Y 2019-20 |
|Total Revenue from Operations (Net) ||484932763 ||435618643 |
|Total Expenditure (Excluding Depreciation) ||478809181 ||431379793 |
|Gross Profit/(Loss) ||6123582 ||4238850 |
|Less: || || |
|Depreciation ||2249086 ||2274076 |
|Provision for Taxation || ||- |
|Earlier year's Tax || || |
|Deferred Tax liabilities ||(168171) ||(103838) |
|Current Tax ||200000 ||618080 |
|Short/(Excess) Provision written back ||81394 ||94695 |
|MAT Credit ||(122343) ||- |
|Profit/ (Loss) after Tax (PAT) ||3883616 ||1355837 |
|Other Comprehensive Income ||28712 ||(77552) |
|Total Comprehensive Income ||3912328 ||1278285 |
II. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
The overall Revenue of the Company for the Current Financial year 2020-21 has increasedto Rs. 484932763/- as compared to Rs. 435618643/- in the PreviousFinancial year 2019-20. The Company's PAT as on 31st March 2021 is recorded atRupees 3883616/- as against 1355837/- Your directors are confident andoptimistic of achieving upward growth and achieving much better results in the comingyears.
III. AMOUNT TRANSFERRED TO RESERVE:
During the year under review the Company has not transferred any amount to reserves.
To conserve the resources for the future requirement of the company your directorshave not recommended any dividend for the year.
V. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCA TION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
VI. CHANGES IN SHARE CAPITAL:
At present the paid up Equity Share Capital of the Company is Rs. 52563000/-(FiveCrore Twenty Five Lakh and Sixty Three Thousand rupees only).
The company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees ordirectors of the company; under any scheme. Your Company does not have any ESOP scheme forits employees/Directors.
VII. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 and 76 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposit) Rules 2014 during the period under review. Hencethe requirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.The question of non-compliance of the relevantprovisions of the law relating to acceptance of deposit does not arise.
VIII. CHANGE IN THE NA TURE OF THE BUSINESS:
During the year there is no change in the nature of the business of the Company.
IX. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review the Company has entered into any contracts orarrangements with related parties in terms of Section 188(1) of the Companies Act 2013.The particulars of Contracts or Arrangements made with related parties required to befurnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) whichis attached to this Report as Annexure- "A".
X. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013during the financial period under review. Thedetails of the investments made by company are given in the notes to the financialstatements.
XI. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS 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 relateand the date of this report.
XII. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERA TIONS IN FUTURE:
No orders have been passed by any Regulator or Court or Tribunal impacting on thegoing concern status and the Company's operations in future.
XIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
XIV. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
In Pursuant to Section 134(5)(e) of the Companies Act 2013 the Internal FinancialControls with reference to financial statements as designed and implemented by the Companyare adequate. The nature of the Company's business and size and complexity of itsoperations are in place and have been operating satisfactorily. Internal control systemsconsisting of policies and procedures are designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired economically used efficiently and adequately protected.
During the period under review no material or serious observation has been receivedfrom the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
XV. PARTICULARS OF EMPLOYEES (DISCLOSURE UNDER ULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014):
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in the Report and marked as Annexure-"B". No employee of theCompany was in receipt of the remuneration exceeding the limits prescribed in the rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
XVI. ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2021 is available on thewebsite of the Company at http://shreemetalloys.com/annual-reports/
XVII. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
i) CONSERVA TION OF ENERGY:
The steps taken or impact on conservation of energy: As the Company doesnot have heavy plant and machineries which could have consume more electricitytherefore the Company has not taken any steps towards conservation of energy.
The steps taken by the Company for utilizing alternate sources of energy: TheCompany has not taken any steps to use alternate sources of energy.
The Capital investment on energy conservation equipment's: Nil
ii) TECHNOLOGY ABSORPTION:
The efforts made towards technology absorption: No
The benefits derived like product improvement cost reduction productdevelopment or import substitution: Nil
In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- Not Applicable
- the details of technology imported
- the year of import;
- whether the technology been fully absorbed;
- if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
The expenditure incurred on Research and development ( R& D ) : NIL
iii) FOREIGN EXCHANGE EARNINGS & OUT GO:
Foreign Exchange Earning : NIL
Foreign Exchange Outgo :
- CIF Value of Import : NIL
- Expenditure in Foreign Currency : NIL
The matters related to Auditors and their Reports are as under:
A. Statutory Auditors
M/s Talati & Talati Chartered Accountants was appointed as Statutory Auditors fora period of 5 year(s) in the Annual General Meeting held on 25 th September2017 to hold the office till the conclusion of 28th Annual General Meeting ofthe Company to be held in the year 2022. (Subject to ratification of their appointment atevery AGM).
In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditor is notrequired to be ratified at every Annual General Meeting.
There are no qualifications reservations or adverse remarks made by M/s T alati &T alati Chartered Accountants the Statutory Auditors of the Company in their report.
B. Secretarial Auditors
Section 204 read with Section 134(3) of the Companies Act 2013 mandates to obtainSecretarial Audit Report from Practicing Company Secretary. M/s Nikhil Suchak &Associates Practising Company Secretaries had been appointed as Secretarial Auditor ofthe Company for the financial year 2020-21.
Secretarial Audit Report issued by M/s Nikhil Suchak & Associates PractisingCompany Secretaries in Form MR-3 attached and marked as Annexure-"C" forthe period under review forms part of this report.
C. Cost Auditors
The Company has not appointed the Cost Auditor as pursuant to Section 148(1) of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 as the cost audit is not applicable to the Company.
XIX. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Composition of Board:
|Name of Director ||Designation ||Category |
|Mr. Pratik R. Kabra (DIN:00006358) ||Chairman & Managing Director ||Promoter Executive Director |
|TagaramLchowdhary (DIN:00483173) ||Director ||Independent Director |
|Mr.Govindlal M. Dudani(DIN:07775287) ||Director ||Non-executive Director |
|Mrs. Leena Vijayan ||Director ||Woman Independent Director |
b) Retire by Rotation and subsequent re-appointment:
Mr. Pratik R. Kabra (DIN: 00006358) is liable to retire by rotation at the ensuingAGM in accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of Company and being eligible have offered himself forreappointment.
Appropriate resolutions for the re-appointment are being placed for your approval atthe ensuing AGM. The Board recommends his re-appointment.
c) Key Managerial Personnel:
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Companies Act 2013 read with the Rulesframed there under:
|1. Mr. Pratik R. Kabra ||- Managing Director (DIN: 00006358) |
|2. Mr. Nimish H. Bavishi ||- Chief Financial Officer |
|3. Ms. Sonali Panchal ||- Company Secretary & Compliance Officer |
d) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 as provided under ScheduleIV(Code of independent director) of the Act and the Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 made there under theIndependent Directors held their meeting to evaluate the performance of the NonIndependent Directors and the Board as a whole. Each Board member's contribution theirparticipation was evaluated and the domain knowledge they brought. They also evaluated themanner in which the information flows between the Board and the Management and the mannerin which various documents are prepared and furnished by the Board.
Subsequently the Board adopted a formal mechanism for evaluating its performance and aswell as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Board functioning such as composition of the Board &committees experience & competencies performance of specific duties&obligations contribution at the meetings and otherwise independent judgmentgovernance issues etc.
XX. DIRECTORS' RESPONSIBILITY STA TEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Board of Directors ofyour company states its responsibility Statement:
i. In the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards and Schedule III of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce) have been followed along with proper explanation relating to material departures;
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 as at 31stMarch 2021 and of the profit or loss of the Company for the year ended 31stMarch 2021.
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force) for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors had 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 system to ensure compliance with the provisions ofall applicable laws and that such system was adequate and operating effectively.
XXI. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND DATES:
The Company had conduct 8 (Eight) Board meetings during the financial year 2020-21under review on: 10/04/2020 24/06/2020 11/07/2020 26/08/2020 19/09/2020 29/10/202011/11/2020 13/02/2021.
The details of attendance of Directors at the Board Meetings and at the last AnnualGeneral Meeting are as under:
|Name of Director(s) ||Number of Board Meetings held and attended during the year ||Attended Last AGM |
| ||Held during the tenure ||Attended || |
|Mr. Pratik R. Kabra ||8 ||8 ||Yes |
|Mr. Govindlal M. Dudani ||8 ||8 ||Yes |
|Mr. TAGARAM L. CHOWDHARY ||8 ||8 ||Yes |
|Mrs. Leena Vijayan ||8 ||8 ||Yes |
XXII. COMMITTEES OF THE BOARD:
The Board Committees are set up under the formal approval of the Board to carry outclearly defined roles under which are considered to be performed by members of the Board.The Board supervises the execution of its responsibilities by the Committees and isresponsible for their action.
A) AUDIT COMMITTEE:
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby discloses the composition of the Audit Committee and other relevant matters asunder:
- Composition of the Committee:
|Name of Directors ||Category ||Designation ||Number of Meeting entitled to attend ||Number of Meeting Attended |
|Mr. Govindlal M. Dudani ||Non-executive ||Member ||4 ||4 |
|Mr. Tagaram L Chowdhary* ||Non-executive & Independent ||Member ||4 ||4 |
|Mrs. Leena Vijayan* ||Women Independent Director ||Chairman ||4 ||4 |
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the Year 4(Four) meetings of the Committee were held on 24/06/2020 26/08/202011/11/2020 and 13/02/2021.
- Vigil Mechanism/Whistle Blower Policy:
Your Company is committed to highest standards of ethical moral and legal businessconduct of business operations. Accordingly the Board of Directors of the Company haspursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7
SHREE METALLOYS LIMITED ANNUAL REPORT 2020-21 of the Companies (Meetings of Board andits Powers) Rules 2014 framed the Whistle Blower Policy for Directors and employees ofthe Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. No person has been denied access to the chairman ofthe Audit Committee.
During the financial year 2020-21 all the directors and employees had full access toapproach the Vigil Mechanism Officer. No complaint was received during the year 201920 ofany sort from any directors and employee of your company. Whistle Blower Policy isdisclosed on the website of the Company www.shreemetalloys.com.
B) NOMINA TION AND REMUNERA TION COMMITTEE:
- Composition of the Committee:
|Name of Directors ||Category ||Designation ||Number of Meeting entitle to attend ||Number of Meeting Attended |
|Mrs. Leena Vijayan ||Non-executive &Independent ||Member ||1 ||1 |
|Mr. Govindlal M.Dudani ||Non-executive ||Member ||1 ||1 |
|Mr. Tagaram L Chowdhary ||Non-executive & Independent ||Chairman ||1 ||1 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "D" and is attached to this report.
During the Year 1 (One) meeting of the committee was held on 05/03/2021
C) STAKEHOLDERS RELA TIONSHIP COMMITTEE:
During the period under review pursuant to Section 178(5) of the Companies Act 2013Regulation 20 of the Listing (Obligations and Disclosure Requirements) Regulations 2015with Stock Exchanges. The Board of Directors of the Company constituted the Stakeholder'sRelationship Committee.
- Composition of the Committee:
|Name of Directors ||Category ||Designation ||Number of Meeting entitled to attend ||Number of Meeting Attended |
|Mrs. Leena Vijayan* ||Non-executive & Independent ||Chairman ||1 ||1 |
|Mr. Govindlal M. Dudani ||Non-executive ||Chairman ||1 ||1 |
|Mr. TAGARAM LUMBHARAM ||Non-executive & Independent ||Member ||1 ||1 |
|CHOWDHARY || || || || |
- Details of Investor's grievances/ Complaints
No. of investors' complaints received by the RTA/ Company during the year: Nil
No. of complaints not solved to the satisfaction of shareholders/Investors during the
No. of complaints pending as at the end of the current financial year 31stMarch 2021: Nil
- Compliance Officer
The Compliance officer of the Company is Ms. Sonali Panchal .
Meetings of the Committee
The Committee duly met on 25/03/2021.
I. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an Annexure-Eto this report.
XXIII. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on the company. Therefore the company has norconstituted and developed CSR committee neither taken any steps towards Corporate SocialResponsibility.
XXIV. STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY:
The Company does not have any Risk Management Policy or any statement concerningdevelopment and implementation of risk management policy of the company as the elements ofrisk threatening the Company's existence are very minimal.
XXV. CORPOTRA TE GOVERNANCE:
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
XXVI. GENERAL SHAREHOLDERS INFORMA TION:
- Annual general meeting :
|Day and Date ||Time ||Venue |
|Wednesday 29th September 2021 ||04.00 p.m. ||Video Conferencing or other Audio Visual means |
- Financial Calendar for 2020-2021 (tentative schedule subject to change)
The Company expects to announce the unaudited/audited quarterly results for the year202122 as per the following schedule:
|Period ||Approval of Quarterly results |
|Quarter ending 30th June 2020 ||By 2nd Week of August 2021 |
|Quarter and half year ending 30th ||By 2nd Week of November 2021 |
|September 2020 Quarter ending 31st December 2020 ||By 2nd Week of February 2022 |
|The year ending 31st March 2021 ||By end of May 2022 |
The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The companyhas paid its Annual Listing fees to the Stock Exchange for the year 2020-21; further theCompany is regular in compliances of various clauses and regulations of the ListingAgreement and/or LODR.
- THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016
During the financial year ended on March 31 2021 There is no application made or anyproceeding pending under the INSOLVENCY AND BANKRUPTCY CODE 2016 (31 of 2016) against thecompany.
- THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINACIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not applicable during the year under review.
Your Directors wish to acknowledge and place on record their appreciation for thesupport extended by Bankers and Office bearers of Government Department and FinancialInstitutions. Your Directors thank all esteemed customers suppliers and businessassociates for their faith trust and confidence reposed in the Company. Your Directorsalso acknowledge the continued invaluable support extended by you our shareholders and theconfidence that you have placed in the company.
|Regd. Office: ||By Order of the Board |
|103 SUN Square Nr. Klassic Gold Hotel ||For Shree Metalloys Limited |
|Off. C.G.Road Navrangpura Ahmedabad -380009 ||Sd/- |
| ||Pratik R. Kabra |
|Date: 28th August 2021 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN: (00006358) |