Steel Strips Infrastructures Ltd.
|BSE: 513173||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE205F01016|
|BSE 11:55 | 03 Oct||25.40||
|NSE 05:30 | 01 Jan||Steel Strips Infrastructures Ltd|
Steel Strips Infrastructures Ltd. (STEELSTRIPSINF) - Director Report
Company director report
To The Members
Your Directors are pleased to present the 48th Annual Reportof the Company together with Audited Accounts for the financial year ended 31st March2021.
The total revenue during the year under review has increased to '271.34lakh as against '248.01 lakh during the previous year. The net profit from operationsafter comprehensive income worked out to '84.37 lakh as compared to net loss of '203.01lakh in the previous year. Company is continuously striving to strengthen its operationsin near future.
IMPACT OF COVID-19 PANDEMIC
Outbreak of COVID-19 pandemic in the first half of the year hasadversely impacted all economic activity as consequent lockdown was announced by Centraland State Governments. For the Company the focus immediately shifted to ensuring thehealth and well-being of all employees. Covid-19 still poses as a threat not only on thehuman life but on businesses and industrial activity across the globe which will berealized only over next few months. The Company has been monitoring the situation closelyand has taken proactive measures to comply with various directions/ regulations/guidelines issued by the Government and local bodies to ensure safety of workforce.
There is no change in the issued and subscribed capital of '864.30lacs. There are no equity shares with differential rights or sweat equity or ESOP orscheme of purchase of Company shares by employees or their trustees.
As Company does not have any distributable profits computed underprovisions of Companies Act 2013 no dividend is being recommended.
The Company has not accepted any fixed deposits covered under Chapter Vof the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 (asamended) during the year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY
There are no significant and material changes occurred subsequent tothe close of the financial year to which the Financial Statements relate and upto the dateof report that would impact the going concern status of the Company and its futureoperations.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Since the Company does not have net profits in any financial year inaccordance with Section 135 of the Companies Act 2013 the Company is not required toundertake any activity under CSR Rules.
Company has no Subsidiary or Joint Venture Company during the year.However there is an Associate by the name of Malwa Chemtex Udyog Limited reportable underSection 129(3) of the Companies Act 2013.
A separate statement related to the Associate Company forms part ofAnnual report in the prescribed Form AOC-1 in compliance with Section 129 and otherapplicable provisions if any of the Companies Act 2013 Consolidated Financial Statementprepared by the Company includes financial information of its Associate Company. TheCompany will provide a copy of Annual Report and other document of its Associate Companyon the request made by any member investor of the Company. The annual accounts of theAssociate Company have been kept for inspection by any Shareholder at the RegisteredOffice of the Company. The statement is also available on the website of the Company atwww.ssilindia.net.
CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS
As prescribed in Regulation 15(2) of SEBI (LODR) Regulations 2015compliance of corporate governance provisions is not applicable to the Company. However asa good practice taking steps to maintain transparency accountability and equity in orderto improve its dealings with all concerned The Company not only complies with theregulatory requirements but is also responsive to the stakeholders' as well as associatesneeds. The Company already has an Audit Committee a Stakeholder Relationship Committeeand Nomination and Remuneration Committee duly constituted by the Board to look aftervarious activities. The Corporate Governance practices followed by the Company areenclosed as Annexure to this report.
EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act2013 the Company has placed a copy of the Annual Return as at March 31 2021 on itswebsite at www.ssilindia.net. By virtue of amendment to Section 92(3) of the CompaniesAct 2013 the Company is not required to provide extract of Annual Return (Form MGT-9) aspart of the Board's report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors'confirm that:
A. in preparation of the annual accounts for the year ending 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures if any
b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the Directors had prepared the annual accounts on a going concernbasis; and
e. the Directors had laid down internal financial control to befollowed by the Company and that such internal financial controls were adequate and wereoperating effectively.
f. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal control systems and processes of the Company coveroperational efficiency accuracy and promptness in financial reporting compliance withlaws and regulations and development of mature disciplined and effective processes. Theprocesses are also designed to meet the goals of cost schedule functionality andquality thus resulting in higher levels of customer satisfaction.
Since the last Annual General Meeting following changes have takenplace in the Board of Directors.
- As per the provisions of Companies Act 2013 Shri Humesh KumarSinghal (DIN-00044328) Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment.
B) Declaration by an Independent Director(s) and reappointment if any
A declaration by Independent Directors stating that he/ they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013 has been taken at the time of their appointment.
C) Formal Annual Evaluation of Board
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (LODR) Regulations 2015.
The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of the criteria such as compositionof committees effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issue to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
In a separate meeting of Independent Directors performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnonexecutive directors. The same was discussed in the Board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed. NUMBER OF MEETINGS OF THE BOARD OFDIRECTORS During the year under review 4 Board Meetings were held one each on 30th June2020 20th August 2020 09th November 2020 and 12th February 2021.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS
The Company's policy on Directors' appointment and remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Directors' Report.
The Audit & Compliance Committee comprises of two NonexecutiveIndependent Directors viz. Shri Surinder Singh Virdi Smt. Manju Lakhanpal and oneNon-executive Director Shri Humesh Kumar Singhal. During the year the committee held fourmeetings. Other details of the Audit Committee are included in the Corporate GovernanceReport which forms part of this report.
The Board had accepted all recommendation of the Audit Committee ifany.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FORDIRECTORS AND EMPLOYEES
The Company has formulated and published a Whistle Blower Policy toprovide vigil mechanism for employees including Directors of the Company to report genuineconcerns. The provisions of this Policy are in line with the provisions of Section 177(9)of the Act and Regulation 22 of SEBI (LODR) Regulations 2015.
There are no cases reported during the year.
NOMINATION AND REMUNERATION COMMITTEE
The committee has been constituted to review and recommend compensationpayable to the whole-time directors including Chairman and senior management of theCompany. The committee reviews the overall compensation structure and policies of theCompany with a view to attract retain and motivate employees reviewing compensationlevels of the Company vis-a-vis other Companies and industry in general. The"Nomination & Remuneration Policy" may be accessed on the Company's websiteat http//www.ssMindia.net.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Companyduring the year exceeding the limits prescribed under Section 186 of the Companies Act2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company duringthe Financial Year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions. Astatement in summary form of transactions with related parties which were all inordinary course of business and arm's length basis is periodically placed before theaudit committee for review and recommendation to the board for their approval.
The policy on materiality of related party transactions and dealingwith related party transactions as approved by the board is uploaded on the website of theCompany.
Disclosures as required under Indian Accounting Standards (Ind AS-24)have been made in the financial statements of the Company enclosed with this report.
BUSINESS RISK MANAGEMENT
The Company has policy to regularly review the repayment schedule ofBanks Creditors and Statutory dues etc. and manage its cash flow activity. As such theCompany suffers no risk if any which may threaten the existence of the Company. YourCompany is engaged in Infrastructure Real Estate Trading and Commission business. Adetailed report on Management Discussion and Analysis pursuant to Part B of Schedule V ofSEBI (LODR) Regulations 2015 is annexed to this report.
As per the Provisions of Section 139 of Companies Act 2013 M/s AKR& Associates Chartered Accountants were appointed as Statutory Auditors of theCompany to hold office till the conclusion of Annual General Meeting to be held in thecalendar year 2022 (subject to ratification of their appointment at every AGM). TheCompany has received a certificate from them pursuant to Companies (Audit & Auditors)Rules 2014 read with Section 139 & 141 of the Companies Act 2013 confirming theireligibility for reappointment and that they were not disqualified for appointment.
In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The Auditors' Report and Secretarial Auditors' Report do not containany qualifications reservations or adverse remarks. Report of Secretarial Auditor isattached as an annexure which forms part of this report.
LISTING OF SHARES
Equity shares of the Company are listed and traded regularly on MumbaiStock Exchange. Listing fee to the BSE has been paid in pursuance to Regulation 14 of SEBI(LODR) Regulations 2015. The equity shares of your Company are being compulsorily tradedin dematerialized form. As on 31st March 20217109220 equity shares representing 82.25 %of equity share capital have been dematerialized. Demat ISIN Number allotted to theCompany by NSDL for equity shares is INE205F01016.
All the assets of the Company have been adequately insured.
PARTICULARS OF EMPLOYEES
Relations with the employees during the period under review continuedto be peaceful and harmonious.
PERSONNEL AND RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5of the Companies (Appointment and remuneration of managerial personnel) rules 2014 isenclosed with this report.
The Board expresses deep appreciation of all employees for theirsupport.
HEALTH SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safetystandards environment laws and labour laws and has been taking all necessary measures toprotect the environment and provide workers a safe work environment. Our Company iscommitted for continual improvement in Health & Safety as well as Environmentalperformance by involving all the employees to provide a Safe & healthy workenvironment to all its employees
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy against sexual harassment in line withthe provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed thereunder.
During the financial year 2020-21 the Company has not received anycomplaint on sexual harassment and hence no complaints remain pending as on 31st March2021.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS ANDOUTGO
Information in accordance with the provisions of Section 134(3)(m) ofthe Companies Act 2013 regarding Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo is not applicable as the Company did not have anymanufacturing facility during the period under consideration. There were no foreignexchange earnings/ outgo during the period.
Your Directors acknowledge with gratitude the assistance cooperationand support received by the Company from Banks Statutory/ Govt. Bodies Customers andShareholders of the Company.