You are here » Home » Companies » Company Overview » Super Forgings & Steels Ltd

Super Forgings & Steels Ltd.

BSE: 513277 Sector: Metals & Mining
NSE: SUPERFORGE ISIN Code: INE661A01011
BSE 05:30 | 01 Jan Super Forgings & Steels Ltd
NSE 05:30 | 01 Jan Super Forgings & Steels Ltd

Super Forgings & Steels Ltd. (SUPERFORGE) - Director Report

Company director report

BOARDS' REPORT

Dear Shareholders

Your Directors take pleasure in presenting the Fiftieth Annual Report together with theAudited Annual Accounts of your Company for the year ended March 312018.

(Rs. in 000)

Financial Results F.Y. 2017-18 F.Y. 2016-17
Particulars Amount Amount
i. Turnover 530041 472340
ii. Other Income 9408 179
Total Revenue 539449 472519
Total Expenditure 519221 509711
Profit / (Loss) before Interest Depreciation and Taxation (20228) (37192)
Less: Interest (11978) (10582)
Depreciation (53040) (7736)
Profit / (Loss) before Tax and Extra-Ordinary items (44790) (55510)
Prior period Adjustment (1073)
Extra-ordinary Adjustment 44576 44576
Net Profit / (Loss) after tax (214) (12007)
Add : Balance brought forward from previous year (983531) (971481)
Balance carried to Balance Sheet (983745) (983531)

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

During the financial year the Company has clocked a turnover of Rs. 53.00 crores asagainst Rs. 47.23 crores in the financial year 2017-18. There has been increase of almost12.22% in the turnover of the Company compared to the previous financial year due to someimprovement in the off-take of the products of the Company. The price realization was alsoimproved in the line with the rise in the cost of production. The Company incurred an lossof Rs. 2.14 lakhs against Rest lakhs in the previous year.

The Board is hopeful for better price realization in view of the expected improvementin the demand of the products as envisaged in the global and domestic market.

There is no change in the business of the Company during the financial year 2017-18.

DIVIDEND

In view of the losses during the year and also carry forward losses of the CompanytheBoard of Directors of the Company could not recommended any dividend for the financialyear ended 31st March 2018.

ISSUE OF SHARES

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

DEPOSITS

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

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNexchange EARNINGS AND OUTGO

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 Rule 8(3) of Companies (Accounts) Rules 2014 are given in theAnnexure - 'A' as attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

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 the Corporate Governance Report as per therequirements of Companies Act 2013 and Regulations of Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 entered by theCompany with the Stock Exchanges as a matter 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' tothis report.

CODE OF CONDUCT

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: www.superforgings.net and the declaration to thiseffect is given in Annexure - 'E'.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as Annexure - 'F' to thisreport.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointment and resignation of Directors:

There was no appointment or resignation of Directors during the financial year.

ii) Re-appointment of Directors:

The present terms of appointment of Mr. Bhal Chandra Khaitan (DIN:00343007) Mr.Prasanta Bandyopadhyay (DIN:00638339) Mr. Raj Kumar Chowdhary (DIN: 00660544) and Mr.Hemant Kumar Chaturvedi (DIN: 00998783) as Independent Directors would expire on 31stMarch 2019 and of Mrs. Mina Agarwal (DIN 06948015) would expire on 12th August 2019. TheBoard of Directors at its meeting held on 13th August 2018 has re-appointed Mr. BhalChandra Khaitan Mr. Prasanta Bandyopadhyay Mr. Raj Kumar Chowdhary Mr. Hemant KumarChaturvedi and Mrs. Mina Agarwal as Independent Directors pursuant to the provisions ofsections 149 152 and other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Director) Rules 2014 subject to the approvalof members by a special resolution in the ensuing Annual General Meeting of the Companyfor a further period of 5 (Five) years being 2nd term of their appointment commencing from1st April 2019 and of Ms. Mina Agarwal from 13th August 2018 on such terms andconditions. In accordance to the verification made by the Company and its NominationCommittee the aforesaid Directors are not debarred from holding of official Directorspursuant to any SEBI Order.

iii) 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. Raj Kumar Modi (DIN:00399305) retires by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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 the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The Directors have elected 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 and ofthe Loss of the Company for that period;

iii) 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 this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor:

The present Statutory Auditors M/s. Gora & Company Chartered Accountants holdsoffice up to the conclusion of the Annual General Meeting (AGM) to be held for thefinancial year 2021-22. With the amendment of Section 139 of the Companies Act 2013 andRule 3(7) of The Companies (Audit and Auditors) Rules 2014 as amended by the Companies(Amendment) Act 2017 effective from 7th May 2018 the ratification of the Auditors ineach of the Annual general meeting has been done away with and they would not be subjectto ratification during continuation of in the office of the Auditors' of the

Company. Accordingly requisite modification has been proposed for consideration of theshareholders in the ensuing Annual General Meeting.

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. 001703) Cost Accountants as the Cost Auditors of theCompany for the financial year 201819. The Company has received consent and confirmationof eligibility for their re-appointment as the Cost Auditors of the Company for thefinancial year 2018-19.

(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 year2017-18 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 exchanges 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

PERSONNEL

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 of Managerial Personnel) Rules2014 has been set out as Annexure -'H' to this Report attached hereto.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis policy. The Policy is gender neutral. During the year under reviewm no complaintswith allegations of sexual harassment were filed.

COMPANY'S WEBSITE

The website of your Company www.superforgings.net has been designed to present theCompany's businesses upfront 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 Board Committees CorporatePolicies and business activities of your Company. All the mandatory information anddisclosures as per the requirements of the Companies Act 2013 and Companies Rules 2014and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 hasbeen uploaded.

LISTING OF SECURITIES IN STOCK ExCHANGES

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.

BSE Ltd. has since compulsorily delisted shares of the Company w.e.f. 4th July 2018due to non-payment of outstanding listing fees and extortive re-instatement fees of Rs.30.00 lakh. The Company has contested the order for delisting of BSE Ltd in SEBI AppellateTribunal.

TRADING OF SECURITIES IN STOCK ExCHANGES

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.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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 is also placed on the Company's website:www.superforgings.net . Further in accordance with the provisions of Regulation 8 of SEBI(Prohibition of Insider Trading) Regulations 2015 the Board of Directors of the Companyat their meeting in the previous financial year has approved and adopted the code ofpractices and procedure for fair disclosure of Unpublished Price Sensitive Information andformulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT / SEBI (LODR) REGULATIONS2015:

i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2017-18 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 theCompanies Act 2013 and Regulation 23 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 which may have potential conflict of interest with theCompany at large. Accordingly disclosure 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 5 (five) times in the financial year 2017-18. 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.

It is also placed in the website of the Company at www. superforgings.net.

v) Risk Analysis:

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 2017-18 except that BSE Ltd. hassince compulsorily delisted shares of the Company w.e.f. 4th July 2018 due to non-paymentof outstanding listing fees and extortive re-instatement fees of Rs. 30.00 lakh. TheCompany has contested the order for delisting of BSE Ltd in SEBI Appellate Tribunal.

ix) Subsidiaries Associates or 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 Boards functioning such as composition of the Board&Committeesexperience & competencies performance of specific duties & obligationsgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual Directors including the

Board as a whole who were evaluated on parameters such as their participationcontribution at the meetings and otherwise independent judgments safeguarding ofminority 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 Remuneration and Evaluation Policy:

The Policy in compliance with the provisions of the Companies Act 2013 read with theRules made therein and the Listing Agreement entered with the stock exchanges (as amendedfrom time to time) is formulated to provide a framework and set standards. The salientfeatures of the policy are as follows :

a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company.

b. Remuneration payable to the Directors KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes and independence of aDirector.

The detailed Nomination & Remuneration Policy of the Company is placed on theCompany's website and can be viewed at www.superforgings.net

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: www.superforgings . netand also set outin the Corporate Governance Report attached as Annexure to this Board's Report.

xiii) Cost Records:

The Company has maintained cost records as specified by the Central Government undersection 148(1) of the

Companies Act 2013 and accordingly such accounts and records are maintained.

xiv) Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of InternalComplaint Committee under the Sexual Harrasment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

SECRETARIAL STANDARDS

Secretarial Standards i.e. SS-1 SS-2 and SS-3 relating to 'Meetings of the Board ofDirectors; 'General Meetings' and Dividend respectively to the extent as applicabe havebeen duly followed by the Company.

INDUSTRIAL RELATIONS

The industrial relation during the year 2017-18 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.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

BSE Ltd. has since compulsorily delisted shares of the Company w.e.f. 4th July 2018due to non-payment of outstanding listing fees and extortive re-instatement fees of Rs.30.00 lakh. The Company has contested the order for delisting of BSE Ltd in SEBI AppellateTribunal.

ACKNOWLEDGEMENT

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/-

B.N. Modi

Managing Director

(DIN No. 00064993)

sd/-

Piyush Modi

Executive Director

(DIN No. 00071857)

Date : 13.08.2018

Place: Kolkata

ANNEXURE - 'A' TO THE DIRECTORS' REPORT

Particulars pursuant to the provisions of Section 134 (3) (m) of the Companies Act2013 and rule 8(3) of the Companies (Accounts) Rules 2014:

A) Conservation of Energy :

(i) Steps taken or impact on conservation of energy

The Company's plants are having inbuilt features for minimum energy consumption. Energysaving devices/equipments are installed to ensure saving in power consumption.

(ii) Steps taken by the Company for utilizing alternate sources of energy The Companyis exploring possibilities for utilizing alternate source of energy.

(iii) Capital investment on energy conservation equipments Not ascertainable.

B) Technology Absorption -

C) FOREIGN EXCHANGE EARNING AND OUTGO

i. Efforts in brief made towards technology absorption adaptation and innovation: : Consultation with technology experts.
ii. Benefits derived as a result of the above efforts. e.g. product improvement cost reduction and product development Import substitution etc. : Improvement in yield quality assurance Technology upgradation and development of quality products.
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)
a) Details of Technology imported }
b) Year of import }
c) Whether the technology been fully absorbed } N. A.
d) If not fully absorbed areas where absorption has not }
taken place reasons thereof: and }

iv. the expenditure incurred on Research and Development

Expenses incurred are charged to respective heads are not allocated separately.

The Foreign exchange earned in terms of actual cash inflows during the year and theForeign exchange outgo during the year in terms of actual outflows is as follows -

2017-18 2016-17
Total Foreign Exchange used and earned : (Rs. in lakhs) (Rs. in lakhs)
Earned (F.O.B.) NIL NIL
Used 21.49 21.88
On behalf of the Board of Directors
Regd. Office: For Super Forgings & Steels ltd.
6 lyons Range sd/- sd/-
Kolkata - 700 001 B. N. Modi Piyush Modi
Date : 13th August 2018 Mg. Director Executive Director
Place : Kolkata DIN:00064993 DIN:00071857