Your Directors have pleasure in presenting the 24th Annual Report on business andoperations of the Company together with the Audited Financial Statements of the Companyfor the year ended on 31stMarch 2018.
I. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March 2018 issummarized below:
| || ||(Amount in Rupees) |
|FINANCIAL RESULTS ||F.Y 2017-18 ||F.Y 2016-2017 |
|Total Revenue from Operations (Net) (Inch Changes in Inventories) ||422755858 ||455520106 |
|Total Expenditure (Excluding Depreciation] ||418426069 ||450970308 |
|Gross Profit/(Loss) ||4329829 ||4549798 |
|Less: || || |
|Depreciation ||2228462 ||2073768 |
|Provision for Taxation ||517200 ||534000 |
|Earlier year's Tax || ||- |
|Deferred Tax liabilities ||(246973) ||231181 |
|Extra Ordinary Items (Investments written off) ||- ||- |
|Profit/ (Loss) after Tax (PAT) ||1831140 ||1710849 |
II. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
The overall Revenue of the Company for the Current Financial year 2017-18 has decreasedto Rs. 422755898/- as compared to Rs. 455520106/- in the Previous Financial year2016-17. The Company's PAT as on 31st March 2018 is recorded at Rupees 1831140/-asagainst 1710849/-in the previous year after a Provision Of Tax of Rupees 517200/-
Your directors are confident and optimistic of achieving upward growth andachieving much better results in the coming years.
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 EDUCATION 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 73and 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 NATURE 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 THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL 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 COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS 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 Rule 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 the Companywas in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
XVI. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 isappended here in Annexure- "C" to this Report.
I. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
i) CONSERVATION OF ENERGY :
The steps taken or impact on conservation of energy: As the Company does nothave heavy plant and machineries which could have consume more electricity thereforethe 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 equipments: 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 ||: Rs.17932215/- |
|- Expenditure in Foreign Currency ||: NIL |
II. AUDITORS :
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 for aperiod of 5 year(s) in the Annual General Meeting held on 25th September 2017 to hold theoffice till the conclusion of 28th Annual General Meeting of the Company to be held in theyear 2022. (subject to ratification of their appointment at every AGM).
In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditor is not required to beratified at every Annual General Meeting.
There are no qualifications reservations or adverse remarks made by M/sTalati&Talati Chartered Accountants the Statutory Auditors of the Company in theirreport.
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 Vishwas Sharma &Associates Practising Company Secretaries had been appointed as Secretarial Auditor ofthe Company for the financial year 2017-18.
Secretarial Audit Report issued by M/s Vishwas Sharma & Associates PractisingCompany Secretaries in Form MR-3 attached and marked as Annexure-"D" for theperiod under review forms part of this report.
(a) The said report contains observation or qualification relating to thenon-appointment of Company Secretary by the Company during the period under review andhundred percent of shareholding of promoter(s) and promoter group should be inDematerialized form however the process of dematerialization of hundred percent ofshareholding of promoter(s) and promoter group has not been completed.
The Board of Directors of your Company would like to explain on the said observationthat the Board of your Company continues its efforts to search the candidate for the postof Company Secretary and will appoint the Company Secretary as soon as possible.
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 (DIN) ||Designation ||Category |
|Mr. Pratik R. Kabra (DIN :00006353) ||Chairman & Managing Director ||Promoter Executive |
|Mr. Govindlal Mangilal Dudani* (DIN:D7775287) ||Director & Chief Financial Officer ||Executive Professional |
|Mr. Bhupendra Singh Rajput (DIN:00853722) ||Director ||Non-executive independent |
|Mr. Pankhil D. Desai (DIN:02903540) ||Director ||Non-executive independent |
|Kanchan G- Kabra (DIN:03417138) ||Director ||Non-executive Independent Woman Director |
*Mr. Govindlal Dudani was appointed as an additional director on 04/04/2017
b) Retire by Rotation and subsequent re-appointment :
Mr. Govindlal M. Dudani (DIN: 07775287)is liable to retire by rotation at the ensuingAGMin 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 yourapproval at the ensuing AGM. The Board recommends his re-appointment.
c) Director Appointment/Cessations:
The following appointments were made during the year:
Mr. Govindlal Mangilal Dudani (DIN: 07775287) was appointed as an ExecutiveDirector of the Company effective from 25/09/2017
Mr. Jogesh D. Chokshi (DIN: 00006630) CFO & Director of the Company hastendered his resignation from his post and Board of Directors has approved his resignationvide their meeting held on 04/04/ 2017.
a) 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. Govindlal M. Dudani - Chief Financial Officer (DIN: 07775287) effective from04/04/2017
b) Declaration By Independent Director:
Mr. Bhupendra Singh Rajput (DIN:00853722) Mr. Pankhil Desai (DIN: 02908540) and Mrs.Kanchan G. Kabra (DIN:03417138) are the existing Independent Directors the Company.
Your Company has received a statement of declarations from all the IndependentDirectors that they meet the criteria of independence as laid down under the section149(6) of the Companies Act 2013 with the Schedules and Rules issued thereunder and alsoin accordance to Regulation 16(1) (b) of Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015.
c) 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 undertheIndependent 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 judgment governanceissues etc.
XX. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or reenactments) 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 31st March2018 the applicable accounting standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)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 at31st march 2018 and of the profit or loss of the Company for the year ended 31st March2018.
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 were adequate and operating effectively.
XXI. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND DATES:
The Company had conduct 9 (Nine) Board meetings during the financial year 2017-18 underreview on: 04th April 2017 30th May 2017 14thAugust 2017 12th September 2017 14thNovember 2017 22nd December 2017 29th January 2018 13th February 2018 and 9th March2018.
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 ||9 ||9 ||Yes |
|Mr. Govindlal M. Dudani ||9 ||8 ||No |
|Mr. Bhupendra Singh Rajput ||9 ||9 ||Yes |
|Mr. Pankhil D. Desai ||9 ||9 ||No |
|Mrs.Kanchan G. Kabra ||9 ||8 ||No |
I. 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 theBoard.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 Held ||Number of Meeting Attended |
|Mr. Bhupendra Singh Rajput ||Non-executive & Independent ||Chairman ||4 ||4 |
|Mr. Pratik Kabra ||Executive( Promoter) & Non Independent ||Member ||4 ||4 |
|Mr. Pankhil D. Desai ||Non-executive & Independent ||Member ||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 30th May 2017 12thSeptember 2017 14th November 2017 and 13th February 2018. The necessary quorum waspresent at the Meetings.
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 7of the Companies (Meetings of Board and its Powers) Rules 2014 framed the Whistle BlowerPolicy for Directors and employees of the Company to provide a mechanism which ensuresadequate safeguards to employees and Directors from any victimization on raising ofconcerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports 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 2017-18 all the directors and employees had full access toapproach the Vigil Mechanism Officer. No complaint was received during the year 2017-18 ofany sort from any directors and employee of your company.Whistle Blower Policy isdisclosed on the website of the Company www.shreemetalloys.com .
A) NOMINATION AND REMUNERATION COMMITTEE:
Composition of the Committee:
|Name of Directors ||Category ||Designation ||Number of Meeting Held ||Number of Meeting Attended |
|Mr. Bhupendra Singh Rajput ||Non-executive & Independent ||Chairman ||1 ||1 |
|Mrs. Kanchan Kabra ||Non-executive & Independent ||Member ||1 ||1 |
|Mr. Pankhil D. Desai ||Non-executive & Independent ||Member ||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 and is attached to this report.
During the Year 1 (one) meeting of the committee was held on 04th April 2017.
A) STAKEHOLDERS RELATIONSHIP 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 |
|Mr. Bhupendra Singh Rajput ||Non-executive & Independent ||Chairman |
|Mr. Pankhil D. Desai ||Non-executive & Independent ||Member |
|Mrs. Kanchan G. Kabra ||Non-executive & Independent ||Member |
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 theyear: Nil
No. of complaints pending as at the end of the current financial year 31st March 2018:Nil
The Compliance officer of the Company is Mr. Nimish Bavishi.
Meeting of the Committee
The committee duly met on 11th December 2017
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 tothis report.
II. 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 nor constitutedand developed CSR committee neither taken any steps towards Corporate SocialResponsibility.
III. STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
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.
IV. CORPOTRATE 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.
XXVII. GENERAL SHAREHOLDERS INFORMATION: Annual general meeting :
|Day and Date ||Time ||Venue |
|Monday 6th August 2018 ||11.00 a.m. ||103 SUN SQUARE NR. KLASSIC GOLD HOTEL OFF. C.G.ROAD NAVRANGPURA AHMEDABAD -380009 |
Financial Calendar for 2018-2019 (tentative schedule subject to change)
The Company expects to announce the unaudited/audited quarterly results for the year2018-19 as per the following schedule:
|Period ||Approval of Quarterly results |
|Quarter ending 30th June 2018 ||By 2nd Week of August 2018 |
|Quarter and half year ending 30th September 2018 ||By 2nd Week of November 2018 |
|Quarter ending 31st December 2018 ||By 2nd Week of February 2019 |
|The year ending 31st March 2019 ||By end of May 2019 |
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 2017-18; further theCompany is regular in compliances of various clauses and regulations of the ListingAgreement and/or LODR.
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.
| ||By Order of the Board of Directors |
| ||For Shree Metalloys Limited |
| ||Sd/- |
| ||Pratik R. Kabra |
|Date: 30thMay2018 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN: (00006358) |
|Registered Office:- || |
|103 Sun Square || |
|Nr. Klassic gold hotel || |
|off. C.G.RoadNavrangpura || |
|Ahmedabad - 380 009. || |