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Super Forgings & Steels Ltd.

BSE: 513277 Sector: Metals & Mining
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Super Forgings & Steels Ltd. (SUPERFORGE) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Forty-Ninth Annual Report together withthe Audited Annual Accounts of your Company for the year ended March 31 2017.

(Rs. in Thousand)

FINANCIAL RESULTS F. Y. 2016-17) F. Y. 2015-16)
Particulars Amount) Amount)
i. Turnover 472340) 588984)
ii. Other Income 179) 2265)
Total Revenue 472519) 591249)
Total Expenditure 509711) 638881)
Profit / (Loss) before Interest Depreciation and Taxation (37192) (47632)
Less : Interest (10582) (12983)
Less : Depreciation (7736) (7814)
Profit / (Loss) Before Tax and Extra-Ordinary items (55510) (68429)
Prior period Adjustment (1073) (4807)
Extra-ordinary Adjustment 44576) 62576)
Net Profit / (Loss) after Tax (12007) (10660)
Add : Balance brought forward from previous year (971481) (960821)
Balance carried to Balance Sheet (983531) (971481)


During the financial yearthe Company has clocked a turnover of Rs. 47.23 crores asagainst Rs. 58.90 Crores in the financial year 2016-17. There was a decline of almost19.80% in the turnover of the Company compared to the previous financial year due to pooroff-take of the products of the Company effects of demonitisation lower demand among theconsumer industries etc. The loss had also increased to Rs.120.07 lakhs compared to Rs.106.60 lakhs in the previous financial year mainly on account of increase in the inputcost and no corresponding increase on the price front. The Board is hopeful for betterprice realization in view of the expected improvement in the demand of the products asenvisaged in the global and domestic market.

There is no change in the business of the Company during the financial year 2016-17.


The Company which was declared as a Sick Industrial undertaking as per SICA Act is nolonger in BIFR as the said Act has been repealed by the Government of In-dia.


In view of the losses during the year and also carry forward losses of the CompanytheBoard of Directors of the Company couldnot recommended any dividend for the financial yearended 31st March 2017.


The Company has not issued any shares during the financial year under review.


The Company has not accepted any deposit during the financial year under review.


Information related to conservation of Energy Research & Development TechnologyAbsorption Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of theCompanies Act 2013 and

Rule8(3) of Companies (Accounts) Rules 2014 are given in the Annexure - ‘A' asattached hereto and forming part of this Report.


Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of applicable Regulations of Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as issued bySecurities and Exchange Board of India and as amended from time to time. Your Company hasgiven its deliberations to provide all the information in the Directors Report and theCorporate Governance Report as per the requirements of Companies Act 2013 and Regulationsof Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 entered by the Company with the Stock Exchanges as amatter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh KumarTibrewalla Practicing Company Secretary regarding compliance of conditions of CorporateGovernance and certification by CEO & CFO are given in Annexure - ‘B' ‘C'&‘D' to this report.


The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company's website: andthe declaration to this effect is given in Annexure - ‘E'.


A report on Management Discussion & Analysis is given as Annexure – ‘F'to this report.


i) Appointment and resignation of Directors :

None of the Director was appointed during the financial year.

However Mr. Mangilal Giria (DIN: 00916210) Non-Executive Independent Director of theCompany has resigned from the Directorship of the Company w.e.f. 1st April 2016.

ii) Retirement by Rotation :

Pursuant to the provisions of Section 152(6) and other applicable provisions of theCompanies Act 2013 and Articles of Association of the Company Mr. Apnesh Modi (DIN :00071702) retires by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for re-appointment. iii) Re-appointment of the Managing Director a. Thepresent term of appointment of Mr. Baij Nath Modi (DIN 00064993) as the Managing Directorwould expire on 30th November 2017. The Board of Directors at its meeting held on 17thAugust 2017 has re-appointed Mr. Baij Nath Modi as the Managing Director pursuant to theprovisions of sections 196 197 198 read with Schedule V and/or any other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 subject to the approval of members by a specialresolution in the ensuing Annual General Meeting of the Company for a further period of 3(Three) years with effect from 1st December 2017 on such terms and conditions asrecommended by the Nomination and Remuneration Committee. b. Re-appointment of Whole-timeDirectors

The present terms of appointment of Mr. Apnesh Modi (DIN 00071702) and Mr. Om PrakashModi (DIN 02409153) as the Whole-time Directors would expire on 30th September 2017 and30th November 2017 respectively. The Board of Directors at its meeting held on 17thAugust 2017 has re-appointed Mr. Apnesh Modi and Mr. Om Prakash Modi as the Whole-timeDirectors pursuant to the provisions of sections 196 197 198 read with Schedule Vand/or any other applicable provisions of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 subject to the approvalof members by a special resolutions in the ensuing Annual General Meeting of the Companyfor a further period of 3 (Three) years with effect from 1st October 2017 and 1stDecember 2017 respectively on such terms and conditions as recommended by the Nominationand Remuneration Committee.

c. Re-appointment of an Executive Director

The present term of appointment of Mr. Piyush Modi (DIN 00071857) as an ExecutiveDirector was expired on 5th August 2017. The Board of Directors at its meeting held on26th May 2017 has re-appointed Mr. Piyush Modi as an Executive Director pursuant to theprovisions of sections 196 197 198 read with Schedule V and/or any other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 subject to the approval of members by a specialresolution in the ensuing Annual General Meeting of the Company for a further period of 3(Three) years with effect from 6th August 2017 on such terms and conditions asrecommended by the Nomination and Remuneration Committee. iv) Appointment of Whole-timeKey Managerial Personnel (KMP) :

There was no change in the composition of the Key Managerial Personnel of the Companyduring the financial year under review.

None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013. The Directors have also made necessary disclosures to the extent asrequired under provisions of section 184(1). In accordance with Section 149(7) of the Acteach Independent Director has given a written declaration to the Company conforming thathe/she meets the criteria of independence as mentioned under section 149(6) of the Act andRegulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.


Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that: i) In thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; ii) The Directors haveelected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the loss of the Companyfor that period; iii) The Directors have taken proper and sufficient care to the best oftheir knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv) The Directors haveprepared the annual accounts on a going concern basis; v) The Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and vi) The Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.


i) Statutory Auditor:

The Statutory Auditors M/s. Gora & Company Chartered Accountants holds officeupto the conclusion of the Annual General Meeting (AGM) to be held for the financial year2016-17. The Company has received a letter pursuant to Section 139 and 141 of theCompanies Act 2013 from the Auditors about their consent and eligibility forreappointment as the statutory auditors of the Company for a term of 5 (five) consecutiveyears subject to ratification of such appointment by the members at every AGM heldhereafter.

The Notes to Accounts as referred in the Auditors Report are self-explanatory andhence does not call for any further explanation. ii) Cost Auditor:

Pursuant to section 148 of the Companies Act 2013 the Board of Directors onrecommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee &Associates (Registration No. 102336) Cost Accountants as the Cost Auditors of theCompany for the financial year 2017-18. The Company has received consent and confirmationof eligibility for their re-appointment as the Cost Auditors of the Company for thefinancial year 2017-18 iii) Secretarial Auditor:

The Board had appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2016-17 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor is enclosed as Annexure ‘G' - MR-3 to this Board's Report.

In respect of the non-payment of listing fees in the last few years the Boardclarifies that the Company is in the process of getting the listing fees reduced on therequest made to all the stock exchanges viz. BSE NSE and CSE due to sizable increase inthe listing fees and continued increase in the operational losses of the Company for whichit is unable to cope with payment of increased listing fees. Besides the Company is fullyadhering to the all other compliances of the listing requirements of aforesaid StockExchanges as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company is hopeful that the stock exchange would come out with some relaxationin the quantum of listing fees to be paid by the Company.

The rest of the report is self-explanatory and hence do not call for any furtherexplanation.


Your Company is not falling under the purview of section 135 of the Companies Act 2013and the relevant Rules made thereunder is not applicable to the Company for the timebeing. Thus the Board is neither required to constitute the CSR Committee nor has tocomply with any of the provisions thereof.


The particulars and information of the employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out as Annexure - ‘H' to this Reportattached hereto.


The website of your Company has been designed to present theCompany's businesses up-front on the home page. The site carries a comprehensive databaseof information of the Company including the Financial Results of your

Company Shareholding pattern Directors'& Corporate Profile details of BoardCommittees Corporate Policies and business activities of your Company. All the mandatoryinformation and disclosures as per the requirements of the Companies Act 2013 andCompanies Rules 2014 and as per SEBI (Listing Obligationsand Disclosure Requirements)Regulations 2015 has been uploaded.


The shares of the Company are presently listed at The Calcutta Stock Exchange Ltd. BSELimited and National Stock Exchange of India Limited. The Company is registered with bothNSDL & CDSL for holding the shares in dematerialized form and open for trading. TheCompany has paid fees to the depositories.


The trading of the shares of the Company are continued to be under suspension in theNational Stock Exchange and Bombay Stock Exchange. The Company has taken up the matterwith the respective stock exchanges for withdrawal of the suspension. The Company ishopeful for positive outcome in this matter.


In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website: Further in accordance withthe provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015the Board of Directors of the Company at their meeting in the previous financial year hasapproved and adopted the code of practices and procedure for fair disclosure ofUn-published Price Sensitive Information and formulated the code of conduct of theCompany.


i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2016-17 were on arm'slength basis and were in the ordinary course of business and provisions of Section 188(1)are not attracted. There have been no materially significant related party transactionswith the Company's Promoters

Directors and others as defined in section 2(76) of the Companies Act 2013 andRegulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 which may have potential conflict of interest with the Company at large. Accordinglydisclosure in Form AOC 2 is not required.

The necessary disclosures regarding the transactions as required in Form AOC 2 aregiven in the notes to accounts. The Company has also formulated a policy on dealing withthe Related Party Transactions and necessary approval of the Audit Committee and Board ofDirectors were taken wherever required in accordance with the Policy. The Company has notentered into any specific contract with related parties. ii) Number of Board Meetings:

The Board of Directors met 4 (four) times in the financial year 2015-16. The Details ofthe Board meeting and attendance of the Directors are provided in the Corporate GovernanceReport attached as Annexure to this Board's Report. iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr.P.Bandyopadhyay. Complete details of the Committee are given in the Corporate GovernanceReport attached as Annexure to this Board's Report. iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return as provided under section92(3) of the Companies Act 2013 is enclosed as Annexure -‘I' - MGT-9. v) RiskAnalysis:

The Company has in place a mechanism to inform the Board members about the Riskassessment and mitigation plans and periodical reviews to ensure that the critical risksare controlled by the executive management. vi) Internal Financial Control:

The Company has in place adequate internal financial control as required under section134(5)(e) of the Act. During the year such controls were tested with reference tofinancial statements and no reportable material weakness in the formulation or operationswere observed.

vii) Loans Guarantees and Investments:

During the year under review your Company has neither given any loans nor given anyguarantee or provided any security in connection with any loan to any other body corporateor person and has also not made any investment in other body corporate and the existinginvestment is within the overall limit of the amount and within the powers of the Board asapplicable to the Company in terms of section 179 and 186 of the Companies Act 2013. Theparticulars of all such loans guarantees and investments are entered in the registermaintained by the Company for the purpose. viii) Post Balance Sheet events:

There are no material changes in commitments affecting the financial position of theCompany occurred since the end of the financial year 2016-17. ix) Subsidiaries Associatesor Joint Ventures:

Your Company does not have any subsidiaries associates or joint ventures during theyear under review. x) Evaluation of the Board's Performance:

During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 has continued to adopt formal mechanismfor evaluating its performance and as well as that of its Committees and individualDirectors. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Board's functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board as a whole who were evaluated onparameters such as their participation contribution at the meetings andotherwiseindependent judgments safeguarding of minority shareholders' interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Non-Independent Directors were carried out by the Independent Directors intheir separate meeting.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company. xi) Nomination Remunerationand Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein applicable Regulations ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Listing Agreement entered with the Stock Exchanges (as amended fromtime to time). This Policy is formulated to provide a framework and set standards inrelation to the following and details on the same are given in the Corporate GovernanceReport attached as Annexure to this Board's Report: a. Criteria for appointment andremoval of Directors Key Managerial Personnel (KMP) and Senior Management Executives ofthe Company. b. Remuneration payable to the Directors KMPs and Senior ManagementExecutives. c. Evaluation of the performance of the Directors. d. Criteria for determiningqualifications positive attributes and independence of a Director. xii) Vigil Mechanism(Whistle Blower Policy):

Your Company has formulated a Whistle Blower Policy by virtue of which the Directorsand employees of the Company are encouraged to escalate to the level of the AuditCommittee any issue of concerns impacting and compromising with the interest of theCompany and its stakeholders in any way. The Company is committed to adhere to highestpossible standards of ethical moral and legal business conduct and to open communicationand to provide necessary safeguards for protection of Directors or employees or any otherperson who avails the mechanism from reprisals or victimization for whistle blowing ingood faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: and also set out in the Corporate Governance Reportattached as Annexure to this Board's Report.


The industrial relation during the year 2016-17 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.


There have been no significant & material orders passed by regulators / courts /tribunals impacting going concern status and Company's operations in future.


Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support cooperation andtheir valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

For and on behalf of the Board of Directors
For Super Forgings & Steels Ltd.
sd/- sd/-
Registered Office: B. N. Modi Piyush Modi
6 Lyons Range Managing Executive
Kolkata - 700 001 Director Director
Date : 17th August 2017 DIN: 00064993 DIN: 00071857