STEEL CITY SECURITIES LIMITED
49-52-5/4 Shanthipuram Visakhapatnam 530016
Andhra Pradesh India
Your Directors have pleasure in presenting the Twenty Third Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for theFinancial Year ended 31st March 2017 and the Report of the Auditors thereon.
1. FINANCIAL PERFORMANCE AND REVIEW : (Standalone and Consolidated)
| || || |
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Gross Income ||3544.70 ||2666.66 ||3836.35 ||3032.63 |
|Expenditure ||2792.44 ||2034.81 ||3018.25 ||2316.32 |
|Profit before || || || || |
|Depreciation & Taxation ||752.26 ||631.45 ||818.11 ||716.31 |
|Less: Depreciation ||60.49 ||59.53 ||64.11 ||67.76 |
|Profit before Taxation ||691.77 ||571.92 ||753.99 ||648.55 |
|Less: Provision for Taxation || || || || |
|For earlier years ||1.26 ||1.98 ||274.20 ||221.93 |
|For current year ||250.68 ||178.88 ||1.80 ||1.54 |
|Deferred Tax Liability ||(25.50) ||(1.85) ||(26.05) ||(3.46) |
|Provision for FBT ||- ||- ||- ||- |
|Net Profit after Taxation ||465.33 ||392.90 ||504.04 ||428.55 |
|Profit after Tax and Share of Profit in Associate ||- ||- ||511.25 ||437.72 |
|Less: Minority Interest ||- ||- ||(9.42) ||(21.16) |
|Profit for the Year ||465.33 ||392.90 ||501.83 ||416.56 |
|Add: Balance brought forward from earlier year ||2854.68 ||2679.88 ||3928.13 ||3746.49 |
|Balance available for appropriations ||3320.00 ||3072.78 ||4255.95 ||3895.44 |
|Less: Amount transferred to Reserves ||46.53 ||39.29 ||51.93 ||47.72 |
|Less: Interim Dividend and Dividend Tax ||178.72 ||178.82 ||187.51 ||178.82 |
|Less: Proposed Dividend and Dividend Tax ||181.83 ||- ||181.83 ||29.54 |
|Balance carried forward to P & L A/c ||2912.93 ||2854.67 ||3834.68 ||3639.35 |
The Board of Directors of the Company at their meeting held on the 10th dayof March 2017 has declared an Interim Dividend @ 10% for every Equity Share of Rs. 10/-each after considering the Provisional Financials of the Company. The Board furtherrecommends a Final Dividend @ 10% for every Equity Share of Rs. 10/- each after takinginto consideration the Financial position of the Company.
3. STATE OF AFFAIRS OF THE COMPANY DURING THE YEAR: Standalone:
During the year under review the Company has recorded an Income of Rs. 3544.70 Lakhsas compared to the previous year amount of Rs. 2666.66 Lakhs. The Expenditure incurredbefore depreciation during the year was Rs. 2792.44 Lakhs as against the amount of Rs.2034.81 Lakhs during the previous year. The depreciation and provision for taxes providedduring the year were Rs. 60.49 Lakhs and Rs. 226.44 Lakhs respectively as compared to thedepreciation and provision for taxes provided for the previous year were Rs. 59.53 and Rs.179.01 Lakhs respectively. Hence the Company has earned a Net Profit of Rs. 465.33 Lakhsas compared to the previous year amount of Rs. 392.90 Lakhs. During this year the NetProfit has increased @ 18.43% as compared to the previous year as the market activityregained its growth during the year especially in the High Yield cash segment. TheBoard has taken all necessary steps to expand its activities by establishing newBranches/Centers in other States and also by adding new services and products. The incomefrom the segment of e-Governance also will certainly increase the business of the Companyand keeping in view the same the Company got itself registered to act as an EmpanelmentAgency for UIDAI during the Financial Year 2015-16 and has opened around 2000+ Franchisesduring the Financial Year 2016-17. The Company also proposes to get itself registered as aMutual Fund Intermediary. Hence the Company expects bright future in the years to come.
During the year under review the Company has recorded an Income of Rs. 3836.35 Lakhsas compared to the previous year amount of Rs. 3032.63 Lakhs. The Expenditure incurredbefore Depreciation during the year was Rs. 3018.25 Lakhs as against the amount of Rs.2316.32 Lakhs during the previous year. The depreciation and provision for taxes providedduring the year were Rs. 64.11Lakhs and Rs. 249.95 Lakhs respectively as compared to thedepreciation and provision for taxes provided for the previous year were Rs. 67.76 Lakhsand Rs. 220.01Lakhs respectively. Hence the Company has earned a Net Profit of Rs. 504.04Lakhs before considering Minority Interest and Share of Associate and Rs. 501.83 Lakhsafter considering Minority Interest and Share of Associate as compared to the previousyear amount of Rs. 428.55 Lakhs before considering Minority Interest and Share ofAssociate Rs. 416.56 Lakhs after considering Minority Interest and Share of Associate. TheNet Profit for the year 2016-17 increased by 20.47% as compared to the Net Profit for theyear 2015-16. The Board considered the matter and has formulated necessary business plansto increase the profit of the Company during the current Financial Year 2017-18.
4. MILESTONES ACHIEVED:
The Board is happy to inform you that the Company got itself listed on the Emergeplatform of National Stock Exchange during the Financial Year 2016-17. Your Company ishaving its footprint in 30 States and Union Territories across India and is operatingthrough more than 70 owned branches more than 3500 Franchises and is having more than3000 Authorised Persons working under the Company. During the Financial Year 2016-17 yourCompany has started the e-Governance business and also has obtained the permission toprovide E- Sign services.
5. GROWTH PROSPECTS FOR INDIAN CAPITAL MARKET IN 2017:
In this era of global interconnectedness Indian markets march in lockstep with therest of the world. So global cues such as the US Federal Reserve's interest-ratedecisions and dollar strength matter a lot. That said 2017 will reveal how deep an impactdemonetisation of high-value banknotes will have on economic growth and in turn themarkets and for how long. How quickly the economy and companies shake off the note baneffects will determine India's share of foreign fund inflows.
Companies have lined up a slew of initial public offerings (IPOs) for 2017 but marketconditions will determine whether they will indeed go ahead. After an eventful 2016 thenew year is also likely to see interesting niche companies such as stock exchangeoperators a matrimonial website supermarket and skincare chain raise funds from thepublic.
6. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
In compliance with the requirement of Section 2(87) of the Companies Act 2013Directors' Report along with the Statement of Accounts of M/s. Steel City CommoditiesPrivate Limited Subsidiary of your Company for the year ended 31st March 2016are appended to the Annual Report.
Steel City Commodities Private Limited
Steel City Commodities Private Limited became Subsidiary of the Company in 2004 is inthe business of Commodities Brokers as the Member of Multi Commodity Exchange of India Ltd(MCX) and National Commodity & Derivatives Exchange Limited (NCDEX). Now the Companyis fully geared up to take a major plunge into the business of Commodities Broking and thecoming year looks more promising. During the Financial Year 2016-17 the Subsidiary hasearned a Net Profit of Rs. 53.99 Lakhs as against the Net Profit of Rs. 84.33 Lakhs forthe Financial Year 2015-16. The profit of the Company decreased by 35.98% as compared tothe F.Y. 2015-16.
Steel City Financial Services Private Limited:
Steel City Financial Services Private Limited is an Associate Company of Steel CitySecurities Limited carrying on the business of Non-Banking Financial Services to itsclient by providing Personal Loans etc. During the Financial Year 2016-17 the AssociateCompany has earned a Net Profit of Rs. 16.47 Lakhs as against the Net Profit of Rs. 25.69Lakhs for the Financial Year 2015-16. The Profit of the Company decreased by 35.89% ascompared to the F.Y. 2015-16.
7. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013.
The Company has always believed in providing a safe and harassment free workplace forevery individual working in premises and always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.
During the year ended 31st March 2017 the Company has not received anycomplaint pertaining to sexual harassment.
8. ISO CERTIFICATION:
The Company has upgraded its status of ISO 9001:2008 certification to ISO 9001 : 2015Certification with the scope of "Service Provision for Stock / Securities MarketOperations Depository Participant Services Other Allied and Customer SupportServices" from TUV India Pvt. Ltd. The Company has been complying with the concernedprocedure in this regard.
9. NUMBER OF MEETINGS OF THE BOARD:
During the F.Y. 2016-17 the Board of Directors met for 13 (Thirteen) times to discussabout the business and other important matters relating to the Company and the details ofthe meetings of the Board mentioned in the Corporate Governance Report which forms partof this report.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
These have been discussed in detail in the Notes to the Standalone Financial Statementsin this Annual Report and also a report on related party transactions entered into by theCompany is annexed as Annexure 5.
The Company has not accepted any fixed deposits attracting the provisions of theCompanies Act 2013 and as such no amount of principal or interest was outstanding as onthe Balance Sheet date.
(a) Statutory Auditors:
At the Annual General Meeting held on the 30th day of July 2016 the appointment ofM/s. Sudhakar & Kumar Chartered Accountants Visakhapatnam (FRN: 004165S) wasratified by the Shareholders to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2017. Since the term of the Statutory Auditors iscompleted as per the provisions of Section139 of the Companies Act 2013 the Board wishto recommend the appointment of M/s. SARC Associates Chartered Accountants Visakhapatnam(FRN: 006085N) as Statutory Auditors of the Company in place of M/s. Sudhakar & KumarAssociates Chartered Accountants for the Financial Year 2017-18 in the forth coming BoardMeeting.
(b) Internal Auditors:
M/s. Rao & Manoj Associates Chartered Accountants Visakhapatnam were appointed asthe Internal Auditors of the Company for the Financial Year 2016-17 who are actingindependently and also responsible for regulatory and legal requirements relating tooperational processes and internal systems. As the Board is satisfied with the performanceof these Auditors the Board proposes to appoint them as Internal Auditors for theFinancial Year 2017-18 also. These Auditors Report directly to the Chairman of the Boardof Directors.
Mr. Y.S.N. Murthy Chartered Accountant Visakhapatnam were appointed as InternalAuditors of the Company for the Financial Year 2016-17 who are acting independently andalso responsible for regulatory and legal requirements relating to D.P Operations and theInternal Audit relating to the Pension Fund Regulatory Authority of India of the company.As the Board is satisfied with the performance of these Auditors the Board proposes toappoint them as Internal Auditors for the Financial Year 2017-18 also. These AuditorsReport directly to the Chairman of the Board of Directors.
M/s. T.R. Chadha & Co Chartered Accountants Hyderabad were appointed as InternalAuditors as per the Circular issued by Securities Exchange Board of India for theFinancial Year 2016-17. As the Board is satisfied with the performance of these Auditorsthe Board proposes to appoint them as Internal Auditors for the Financial Year 2017-18also.
(c) Systems Auditors:
M/s. Kochar & Associates Chartered Accountants Mumbai were appointed as theSystems Auditors of the company and also as per the NSE BSE and MCX-SX Exchanges notifiedRules & Regulation from time to time for the Financial Year 2016-17. As the Board issatisfied with the performance of these Auditors the Board proposes to appoint them asInternal Auditors for the Financial Year 2017-18 also.
(d) Secretarial Auditors:
M/s. ASN Associates Practicing Company Secretaries Visakhapatnam were appointed asSecretarial Auditors of the Company as per provisions of Section 204 of the Companies Act2013 and Rules made there under for the Financial Year 2016-17. The Secretarial AuditReport for the Financial Year 2016 - 17 form part of the Annual Report as Annexure- 8 tothe Board Report. As the Board is satisfied with the performance of these Auditors theBoard proposes to appoint them as Internal Auditors for the Financial Year 2017-18 also.
13. AUDITORS' REPORT:
The Notes on Financial Statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remarks.
14. CREDIT & GUARANTEE FACILITIES:
The Company has been availing secured loans overdraft facilities and bank guaranteefacilities from HDFC Bank Limited Karur Vysya Bank Limited and Karnataka Bank Limitedfrom time to time for the business requirements.
15. PARTICULARS REGARDING ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
Your Company continues to explore all possible avenues to reduce energy consumption.The particulars as prescribed under Sub Section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is enclosed asAnnexure - 3 to the Board's Report.
16. MANAGEMENT DISCUSSION ANALYSIS:
Management Discussion & Analysis is given as an Annexure - 9.
The Board has been continuing its efforts and taken the required steps in the followingareas:
1. Industry Structure and Development
2. Growth Strategy.
3. Segment-Wise Performance
4. Internal Control Systems and their adequacy
5. Strengths Weaknesses Opportunities and Threats
6. Financial Performance with respect to Operational Performance
7. Material Developments in Human Resources / Industrial Relations
8. Strict Compliances
9. Talent Management Leadership Development and Talent Retention.
10. Learning and Development
17. CORPORATE GOVERNANCE:
Your Company has been complying with the principles of good Corporate Governance overthe years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance forms an integral part of this report as Annexure2. The Auditor Certificate on Corporate Governance is also annexed along with thereport on Corporate Governance.
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability. During the year the Company has spent anamount of Rs. 1407743/- including an amount of Rs. 36643 /- which remained unspent duringthe Financial Year 2015-16 which is to be mandatorily spent by the Company on CSRactivities as per the provisions of Section 135 of the Companies Act 2013.
Your Company's CSR Policy Statement and Annual Report on the CSR Activities undertakenduring the Financial Year ended 31st March 2017 in accordance with Section135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed to this report as Annexure 4.
19. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 an Extract of theAnnual Return as per Section 92 (3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 in the prescribed Format MGT-9 isappended as Annexure - 7 to the Board's Report.
20. INTERNAL FINANCIAL CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
21. THE BOARD AND KMP:
(a) Change in the Composition of the Board of Directors:
The Company has appointed Sri. M. H. Jagannadha Rao and Sri. B. Krishna Rao asIndependent Directors and Smt. G. V. Vandana as Woman Director of the Company at theAnnual General Meeting of the Company held on the 30th day of July 2016.
(b) Independent Directors:
Pursuant to the provisions of Sections 149 152 read with Schedule IV and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 Sri Godithi Satya Rama Prasad (DIN: 00045351) SriMurali Krishna Cherukuri (DIN: 00045403) continue as Independent Directors of the Companyand the Board has appointed Sri B. Krishna Rao and M.H. Jagannadha Rao as IndependentDirectors of the Company at the AGM to be held on 30th July 2016.
They have submitted a declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.
(c) Retirement by Rotation:
In terms of Section 152 of the Companies Act 2013 Sri K. Satyanarayana (DIN:00045387) Director of the Company is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offered himself for re-appointment.
The Board confirms that none of the Directors of the Company is disqualified from beingappointed as Director in terms of Section 164 of the Companies Act 2013 and necessarydeclaration has been obtained from all the Directors in this regard.
(d) Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the Board of Directors have approved the appointments of Sri Guruv Sree RamaMurthy Chairman and Managing Director Sri Kamireddy Satyanarayana and Sri Satish KumarArya as the Whole-Time Directors Sri Ramu Naraharasetti Chief Financial Officer (CFO)and Smt. M. Srividya Company Secretary continue to hold the office as KMP of the Company.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
23. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES AS PER SECTION 197(12) UNDER RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
The remuneration paid to the Directors is in accordance with the recommendations ofNomination and Remuneration Committee formulated in accordance with Section 178 of theCompanies Act 2013 and any other re-enactment(s) for the time being in force.
The Managing Director & Whole-Time Directors of your Company did not receiveremuneration from any of the Subsidiaries of your Company.
Particulars of employees as required in accordance with the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed as Annexure- 6 given as your Company has not paid any remuneration attracting these provisions.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 Board of Directors of theCompany confirm that:
a) In preparation of the Annual Accounts for the financial year ended 31stMarch 2017 the applicable Accounting Standards have been followed along with properexplanation to material departures;
b) The Directors have selected Accounting Policies consulted the Statutory Auditorsand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atend of the financial year and of the profit or loss of the Company for that period.
c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities and
d) The Directors have prepared the Annual Accounts of the company on a going concernbasis;
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) There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
25. DECLARATION BY INDEPENDENT DIRECTORS:
Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every Financial Yeargives a declaration that he meets the criteria of independence as provided under law.
26. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE 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 Statement relate toand the date of this report.
27. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Employees can raise concerns regarding any discrimination harassment victimization anyother unfair practice being adopted against them or any instances of fraud by or againstyour Company. Any incidents that are reported are investigated and suitable action takenin line with the Whistle Blower Policy. The Whistle Blower Policy is also available onyour Company's website (www.steelcitynettrade.com).
28. RISK MANAGEMENT:
All the risks are discussed at the Senior Management Level at their meetingsperiodically to ensure that the risk mitigation plans are well thought out and implementedand adverse impact of risks is avoided or kept within manageable proportions. Further theBoard has been identifying the elements of the Risks which may threaten the existence ofthe Company from time to time.
29. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS PURSUANT TO SECTION 186 OF THECOMPANIES ACT 2013:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
30. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with Accounting Standard AS-21 the Consolidated Financial Statements arefurnished herewith and form part of this Report and Accounts.
31. BOARD EVALUATION:
The Board of Directors has carried out an Annual Evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman as well asthe Whole-Time Directors was evaluated taking into account the views of ExecutiveDirectors and Non-Executive Directors. The same was discussed in the Board meeting thatfollowed the meeting of the Independent Directors at which the performance of the Boardits Committees and Individual Directors was also discussed. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
All the assets of the Company wherever necessary and to the extent required have beenadequately insured.
33. EMPLOYEE RELATIONS:
The relationship with the staff and workers continued to be cordial during the entireyear. The Directors wish to place on record their appreciation of the valuable work doneand co-operation extended by them at all levels. Further the Company is taking necessarysteps to recruit the required personnel from time to time.
34. STATUTORY COMPLIANCES:
The Company has complied and continues to comply with all the applicable RegulationsCirculars and Guidelines issued by the MCA Exchanges SEBI other Regulating Agenciesfilings etc.
35. STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO:
The Company has raised an amount of 1499.40 Lakhs through Initial Public Offer bygetting itself listed on the Emerge Platform of National Stock Exchange of India Limited.The table below depicts the status of the utilization of the proceeds raised by theCompany from IPO:
|Particulars ||Amount in Lakhs |
|Issue Proceeds ||1499.40 |
|Less: Utilisation of IPO proceeds upto March 31 2017 ||715.61 |
|Funds to be utilized (remain invested in Bank Deposits) ||783.79 |
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a. Neither the Managing Director nor the Whole-Time Director of the Company receives anyremuneration or commission from any of its subsidiary. b. Issue of Equity Shares withdifferential rights as to Dividend voting. c. Issue of Shares (including Sweat EquityShares) to employees of the Company under any scheme.
37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company has transferred a consolidated amount of Rs. 480200/- of UnclaimedDividend as and when they became due to Investor Education and Protection Fund (IEPF)during the Financial Year 2016-17.
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 30thJuly 2016) with the Ministry of Corporate Affairs.
Steel City Securities Limited is grateful to the Government of India Securities andExchange Board of India National Securities Clearing Corporation Limited Bombay StockExchange Ltd National Stock Exchange of India Limited National Securities DepositoryLimited Central Depositary Services (India) Limited MCX Stock Exchange Ltd (MCX-SX)Forward Market Commission (FMC) National Commodities & Derivatives Exchange (NCDEX)Multi Commodities Exchange (MCX) and other Exchanges Pension Fund Regulatory &Development Authority (PFRDA) Bankers Rating agencies (CRISIL) Government AuthoritiesLocal Bodies and other agencies for their continued co-operation support and guidance.
Steel City Securities Limited would like to take this opportunity to express sincerethanks to its valued clients and customers for their continued patronage. The Directorsexpress their deep sense of appreciation of all the employees whose outstandingprofessionalism commitment and initiative has made the organizations growth and successpossible and continues to drive its progress. Finally the Directors wish to express theirgratitude to the members for their trust and support.
| ||By Order of the Board |
| ||For STEEL CITY SECURITIES LIMITED |
| ||(G. Sree Rama Murthy) ||(G. Satya Rama Prasad) |
|Place: Visakhapatnam ||Chairman and Managing Director ||Director |
|Date: 27-05-2017 ||(DIN: 00804317) ||(DIN: 00045351) |
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofSubsidiaries/Associate Companies/Joint Ventures
Part "A": Subsidiary (Amount in Rs.)
|Sl.No. ||Particulars ||Steel City Commodities Private Limited |
|1. ||CIN of the Subsidiary ||U51399AP2002PTC039727 |
|2. ||Reporting period for the subsidiary concerned if different from the holding company's reporting period ||01.04.2016 to 31.03.2017 |
|3. ||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries ||Rupee (INR) |
|4. ||Share capital ||Rs. 10000000 |
|5. ||Reserves & surplus ||Rs. 125729057.86 |
|6. ||Total assets ||Rs. 173413975.85 |
|7. ||Total Liabilities ||Rs. 173413975.85 |
|8. ||Investments ( Non- current) ||Rs. 22900000.00 |
|9. ||Turnover ||Rs. 30693160.17 |
|10. ||Profit before taxation ||Rs. 7749622.72 |
|11. ||Provision for taxation ||Rs. 2350942.63 |
|12. ||Profit/Loss after taxation ||Rs. 5398680.09 |
|13. ||Proposed Dividend ||- |
|14. ||% of shareholding ||83.65% |
Part "B": Associates
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Name of associates/Joint Ventures ||Steel City Financial Services Private Limited |
| ||Associate Company |
|1. Latest audited Balance Sheet Date ||31.03.2017 |
|2. Shares of Associate/Joint Ventures held by the company on the year end ||960000 Shares |
|Amount of Investment in Associates/Joint Venture ||Rs. 9600000/- |
|Extent of Holding% ||21.88% |
|3. Description of how there is significant influence ||Holding 43.74% of equity share stake along with its subsidiary |
|4. Reason why the associate/joint venture is not consolidated ||NA |
|5. Net worth attributable to shareholding as per latest audited Balance Sheet ||Rs. 1357.29 Lakhs |
|6. Profit/Loss for the year || |
|i. Considered in Consolidation ||Rs. 7.20 Lakhs |
|ii. Not Considered in Consolidation ||NA |
ANNEXURE - 3
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of The Companies
(a) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
During the year under review and nature of activities which are being carried on byyour Company the particulars as prescribed under Section 134(3)(m) of the Companies Act2013 read with Companies' ( Accounts) Rules 2014 regarding Conservation of EnergyTechnology Absorption are not applicable to the Company. However the Company has accessregarding Conservation of Energy and Technology Absorption wherever it is applicable.
(b) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review the Company has not earned any Foreign Exchange andalso not incurred any expenditure in Foreign Exchange.
|Particulars ||2016-17 ||2015-16 |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
(c) TECHNOLOGY ABSORPTION:
| ||Sd/- |
|Date : 27.05.2017 ||G. Sree Rama Murthy |
|Place: Visakhapatnam ||Chairman & Managing Director |
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions at Arm's length basis.
|Name of the Related Party ||Nature of Relationship ||Duration of Contracts ||Salient Terms ||Amount (Rs. in Lakhs) |
|The Company has not entered into any contracts / agreements with related parties |
|As per our report ||On behalf of the Board |
|For Sudhakar & Kumar Associates || |
|Chartered Accountants ||sd/- |
| ||(G. Sree Rama Murthy) |
|sd/- ||Chairman & Managing Director |
|(P. Rama Krishna Rao) || |
|Partner ||sd/- |
|MNo. 26820 ||(K. Satyanarayana) |
| ||Executive Director - Surveillance |
|Place: Visakhapatnam || |
|Date: 27.05.2017 || |
Annexure - 6
Statement of Particulars of Employees Pursuant to provisions of Section 197(12) of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
i. Employed throughout the Financial Year 2016-17
There were no employees receiving remuneration in the aggregate more than Sixty LakhsRupees in the Company during the Financial Year.
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the Financial Year2016-17 and the comparison of the remuneration to Key Managerial Personnel(KMP) againstthe performance of the Company are as under:
|Sl. No. ||Name of Director/ KMP and Designation ||Remuneration of Director KMP for the financial year 2016-17 ||% increase in Remuneration in the Financial Year 2016-17 ||Ratio of remuneration of each Director/ KMP to median Employees |
| || ||(Rs. in Lakhs) || |
|1. ||G. Sree Rama Murthy ||30.00 ||- ||3.72 |
|2. ||K. Satyanarayana ||30.00 ||- ||3.72 |
|3. ||Satish Kumar Arya ||24.00 ||- ||2.97 |
|4. ||N. Ramu ||10.30 ||- ||1.28 |
|5. ||M. Srividya ||4.13 ||25.16 ||0.51 |
i. The Median remuneration of Employees of the Company during the Financial Year wasRs. 211247/-.
ii. In the financial year there was an increase of 6121 p.a. in the medianremuneration of employees.
iii. There were 312 permanent employees on the rolls and 67 probationers working withthe Company as on 31st March 2017.
iv. Relationship between average increase in remuneration and Company performance:
The PBT increased by 20.96% and PAT increased by 18.43% whereas the increase in medianremuneration was 6.61%.The average increase in median remuneration was in line with theperformance of the Company linked with the individual employee performance.
On an average employees received an annual increase of 9.37%. In order to ensure thatremuneration reflects Company performance the performance pay is also linked toorganization performance apart from an individuals performance.
vi. Comparison of the Remuneration of the Key Managerial Personnel against theperformance of the Company:
|S.No. ||Particulars ||N. Ramu ||M. Srividya |
| || ||(Chief Financial Officer) ||( Company Secretary) |
|a ||Remuneration in the FY 2016-17 ||1029500 ||413039 |
|b ||Revenue ||354469516.97 ||354469516.97 |
|c ||Remuneration as % of revenue (a/b) ||0.29 ||0.12 |
|d ||Profit Before Tax(PBT) ||69177165.78 ||69177165.78 |
|e ||Remuneration as % of PBT (a/d) ||1.49 ||0.60 |
vii. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
|Particulars ||March 31 2017 ||March 31 2016 ||% Change |
|Market Capitalisation ||999334334 ||N. A ||N. A |
|Price Earnings Ratio ||18.22 ||N. A ||N. A |
viii. Average percentile increase made in the salaries of employees other than themanagerial Personnel in the financial year 2016-17 was 9.37% whereas there is noincrease in the managerial remuneration for the same financial year. The increase inremuneration was in line with the performance of the Company industrial standards andindividual employee performance.
ix. The key parameters for any variable component of remuneration availed by thedirectors:
The Company has not paid any variable component of remuneration such as commission tothe Directors of the Company.
x. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.
xi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the Nomination and Remuneration policy ofthe Company.