Your Directors are pleased to present the 7th Annual Report on the business andoperations of the Company together with the Audited Financial Accounts for the FinancialYear ended 31 March 2019.
The table below depicts the financial performance of your Company for the year ended 31March 2019.
(Amount in ')
|Particulars ||2018-19 ||2017-18 |
|Net Revenue from Operations (A) ||5066887594 ||3561592955 |
|Other Income (B) ||88959116 ||39279841 |
|Total Revenue (A) + (B) ||5155846710 ||3600872796 |
|Earnings before Interest Tax Depreciation and Amortization (EBITDA) ||344197616 ||268163923 |
|Finance Costs ||23204238 ||36897587 |
|Depreciation and amortization expense ||48181111 ||42243216 |
|Profit before Tax (PBT) ||272812267 ||189023120 |
|Tax expense ||96997386 ||65215362 |
|Profit after Tax (PAT) ||175814881 ||123807758 |
STATE OF COMPANY'S FINANCIAL AFFAIRS
During the year under review the Company has recorded total revenue of Rs5155846710 as compared to the previous year amount of Rs 3600872796. TheExpenditure incurred including depreciation during the year was Rs 4883034443 asagainst the amount of Rs 3411849676 during the previous year. The Company has earned aProfit after tax of Rs 175814881 as compared to the previous year amount of Rs123807758. The Company is looking forward to increase its numbers in the comingfinancial years with the support of all the stakeholders of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year and the date of this report.
CONVERSION OF THE COMPANY INTO PUBLIC LIMITED FROM PRIVATE LIMITED:
During the Financial Year under review the Company has been converted Public Limitedby passing Special Resolution in Extra-Ordinary General Meeting held on 06 April 2018 andreceived Fresh Certificate of Incorporation Consequent upon Conversion from PrivateCompany to Public Company from Registrar of Companies West Bengal dated 03 May 2018.
INITIAL PUBLIC OFFER (IPO):
During the Financial Year under review the Company took approvals of Board and membersof the Company for the Initial Public Offer and submitted draft prospectus and prospectuswith Registrar of Companies West Bengal and BSE Limited and made allotment to theinvestors. The Equity shares of the Company were listed on the SME platform of BSELimited. The Scrip was listed on 30 July 2018 and script code is SUPERSHAKT.
Your Company is doing well in its segment and is capable of tapping the infrastructurethrust prevailing today in India. The Company is looking to expand provided necessaryregulatory approvals are in place. Your Company is also looking for opportunities eitherin Green Field or Brown Field so that it can use its experience and goodwill to penetratedeeper in the segment.
NATURE OF BUSINESS
Your Company is into the manufacturing of diversified products of steel and currentlyoperating a Steel Melting Section to produce semi-finished product (i.e. Billet) andRolling Mill Section to produce Wire Rods HB Wires and Binding Wires etc. It hassuccessfully established its brand in wide range of steel manufacturing steel processingand other allied activities. The products of the Company are commanding premium value dueto its quality. There has been no change in the nature of business of the Company duringthe Financial Year.
The Board of Directors has recommended a Dividend of ' 1 per Equity Share having facevalue of ' 10 each @ 10% subject to the approval of the Members at the ensuing AnnualGeneral Meeting ("AGM") payable to those shareholders whose names appear in theRegister of Members as on the Book Closure/Record Date. The Dividend distribution tax onthe same shall be paid by the Company. In the previous year the Company did not pay anyDividend.
Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015("LODR") the Dividend Distribution Policy is not applicable to our Company.
DEMATERIALISATION OF EQUITY SHARES
All the Equity Shares of the Company are in Dematerialized Form with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE00SY01011.
TRANSFER TO RESERVES
The Company has not transfer any amount to the General Reserve for the Financial Yearended 31 March 2019.
During the year under report the Company has issued additional shares of 800200 of '10/- each through Initial Public Offer and the Shares of the Company were listed on theSME platform of Bombay Stock Exchange of India Limited on 30 July 2018. The Authorizedshare capital of the Company remained unchanged and is Rs 60000000 (Equity Shares6000000 of Rs 10/- each). The Paid up Capital of the Company is Rs 57626390 (EquityShares of 5762639 of Rs 10/- each)
DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors:
|Name of The Director ||Designation |
|1. Mr. Dilipp Agarwal ||Chairman & Non-Executive Director |
|2. Mr. Ajay Kumar Bajaj ||Whole Time Director |
|3. Mr. Deepak Agarwal ||Non - Executive Director |
|4. Mr. Vijay Kumar Bhandari ||Non - Executive Independent Director |
|5. Mr. Tuhinanshu Shekhar Chakrabarty ||Non - Executive Independent Director |
|6. Mrs. Bhawna Khanna ||Non - Executive Independent Director |
During the Year the Board of Directors of the Company have appointed Mr. Vijay KumarBhandari Mr. Tuhinanshu Shekhar Chakrabarty and Mrs. Bhawna Khanna as a Non - ExecutiveIndependent Directors of the Company for a period of five years with effect from 01 April2018. All the appointees are highly qualified and having good experience in Corporatematters. The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
In terms of Section 152 of the Companies Act 2013 Mr. Dilipp Agarwal (DIN: 00343856)Director of the Company is liable to retire by rotation at the forthcoming Annual GeneralMeeting 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.
Appointment and Changes of Key Managerial Personnel during the Year:
During the Year the Board of Directors of the Company appointed Mr. Shyam S Somani asChief Financial Officer of the Company with effect from 01 April 2018.
Mr. Navin Agarwal was appointed as a Company Secretary of the Company with effect from01 April 2018. As on the date of this report the following are the Key ManagerialPersonnel of the Company as per Section 203 of Companies Act 2013.
|NAME OF THE KMP ||DESIGNATION |
|Mr. Ajay Kumar Bajaj ||Whole Time Director |
|Mr. Shyam S Somani ||Chief Financial Officer |
|Mr. Navin Agarwal ||Company Secretary |
Meetings of the Board:
During the Financial Year 2018-19 total of Nine meetings of the Board of Directorswere held on; 03 April' 2018 04 May' 2018 10 May' 2018 05 June' 2018 05 July' 2018 26July' 2018 05 September' 2018 03 November' 2018 and 02 March' 2019.The maximum time-gapbetween any two consecutive meetings did not exceed 120 days.
The names of Members of the Board their attendance at the Board Meetings are as under:
|Name of Directors ||Number of Meetings attended |
|Mr. Dilipp Agarwal (Chairman & Non-Executive Director) ||8/9 |
|Mr. Ajay Kumar Bajaj (Whole-Time Director) ||7/9 |
|Mr. Deepak Agarwal (Non-Executive Director) ||7/9 |
|Mr. Vijay Kumar Bhandari (Non - Executive Independent Director) ||4/9 |
|Mr. Tuhinanshu Shekhar Chakrabarty (Non - Executive Independent Director) ||7/9 |
|Mrs. Bhawna Khanna (Non - Executive Independent Director) ||9/9 |
COMMITTEES OF THE BOARD
There are Four Board Committees as on 31 March 2019 viz. Audit Committee Nominationand Remuneration Committee Corporate Social Responsibility Committee and StakeholderRelationship Committee.
The Board has constituted the Audit Committee. The Board of Directors has accepted allthe recommendations given by Audit Committee during the FY 2018-19. During the year FourAudit Committee meeting took place on 10 May' 2018 05 September' 2018 03 November' 2018and 02 March 2019. The composition and attendance of the members at the Committee meetingheld during the year under review was as below:
|Name of Members ||Number of Meetings attended |
|Mr. Vijay Kumar Bhandari (Chairman) ||4/4 |
|Mr. Deepak Agarwal (Member) ||3/4 |
|Mrs. Bhawna Khanna (Member) ||4/4 |
Nomination and Remuneration Committee:
The Board has constituted the Nomination and Remuneration Committee. The Nomination andRemuneration Committee had two meetings during the year on 10 May' 2018 & 02 March'2019. The composition and attendance of the members at the Committee meeting held duringthe year under review was as below:
|Name of Members ||Number of Meetings attended |
|Mr. Vijay Kumar Bhandari (Chairman) ||2/2 |
|Mr. Deepak Agarwal (Member) ||2/2 |
|Mr. Tuhinanshu Shekhar Chakrabarty (Member) ||2/2 |
Corporate Social Responsibility Committee:
The Board has constituted the Corporate Social Responsibility Committee. The CorporateSocial Responsibility Committee had two meetings during the year on 10 May' 2018 & 05September' 2018. The composition and attendance of the members at the Committee meetingheld during the year under review was as below:
|Name of Members ||Number of Meetings attended |
|Mr. Ajay Kumar Bajaj (Chairman) ||2/2 |
|Mr. Dilipp Agarwal (Member) ||2/2 |
|Mr. Tuhinanshu Shekhar Chakrabarty (Member) ||2/2 |
Stakeholder Relationship Committee:
The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations"). The Stakeholder Relationship Committee hadtwo meetings during the year on 10 May' 2018 & 02 March' 2019. The composition andattendance of the members at the Committee Meeting held during the year under review wasas below:
|Name of Members ||Number of Meetings attended |
|Mr. Deepak Agarwal (Chairman) ||2/2 |
|Mr. Ajay Kumar Bajaj (Member) ||1/2 |
|Mrs. Bhawna Khanna (Member) ||2/2 |
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Companies Act 2013 and the Listing Regulationsthe 'Nomination and Remuneration Policy' as approved by the Nomination and RemunerationCommittee of the Board of Directors is available on the Company's website (www.supershaktimetaliks.com ).
UTILISATION OF IPO FUNDS
As the Company came out with the IPO in the Financial Year 2018-19 up to the date ofBoard's Report the Company has utilized the funds in a) Rs 233571000 towards WorkingCapital
b) Rs 3064000 towards Issue expenses
c) Rs 63440000 in Fixed Deposit with Banks to be utilized in General CorporatePurpose as mentioned in the Prospectus.
Companies Act 2013 and SEBI (LODR) Regulations 2015 mandates that the Board hascarried out an annual evaluation of its own performance Board Committees and individualDirectors pursuant to the provisions of the Act. The performance of the Board wasevaluated by the Board after seeking inputs from all the Directors on the basis of thecriteria such as the Board composition and structure effectiveness of Board processesinformation flow frequency of meetings and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members. TheBoard 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. The Chairman was also evaluatedon the key aspects of his role. In a separate meeting of Independent Directors held onperformance of Non-Independent Directors performance of the Board as a whole andperformance of the Chairman was evaluated taking into account the views of ExecutiveDirectors and Non-Executive Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT 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.
Under the said Act every Company is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at work place of any women employee.During the year ended 31 March 2019 the Company has not received any complaintpertaining to sexual harassment.
DETAILS OF REMUNERATION TO DIRECTORS
The remuneration paid to the Directors is in accordance with the provisions of theCompanies Act 2013 and any other re-enactment(s) for the time being in force. Theinformation relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employees remuneration and other details asrequired pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
Disclosure Pursuant to Section 197(12) of the Companies Act 2013 and the Rules madethereunder:
I. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year:
|Name of the Director ||Ratio to the Median |
|Mr. Ajay Kumar Bajaj (Whole-Time Director) ||5.72:1 |
II. The percentage increase in remuneration of each Director Chief Financial Officer(CFO) Company Secretary:
|Name of the Director ||% in Increase |
|Mr. Ajay Kumar Bajaj (Whole-Time Director) ||N.A (Revised remuneration w.e.f 01.04.2018 |
|Mr. Shyam S Somani (Chief Financial Officer) ||N.A (Appointed on 01.4.2018) |
|Mr. Navin Agarwal (Company Secretary) ||N.A (Appointed on 01.04.2018) |
* No revision in remuneration pursuant to applicability of section 197 of CompaniesAct.
III. The percentage increase in the median remuneration of employees in the FinancialYear; is 9.54%.(The figure is calculated by comparing median remuneration of FY 2017-18with median remuneration of 2018-19). Ratio to the median remuneration is calculated on 77Employees employed during the year on the basis of OS grade and above.
IV. The number of permanent employees on the rolls of Company;
The total number of employees OS grade and above including Whole-Time Director as on 31March 2019 is 74.
V. The Company being Private limited in 2017-18 clause 197(12) and Rule 5 was notapplicable to the Company it got converted into Limited in FY 2018-19 and got listed on30 July 2018 hence comparison with earlier period is not considered.
VI. The Company has formulated a remuneration policy as per provisions of Companies Actduring the Financial Year and henceforth the remuneration will be in accordance with suchpolicy.
List of Top Ten Employees in the payroll of the Company
|Employee name ||Age ||Qualification ||Designation ||DOJ ||Remuneration (?) ||% Increase ||Experience ||Last Employment* ||Relation with MGT ||Shareholding |
|Shyam S Somani ||36 ||B Com (H) FCA ||CFO ||01.04.2018 ||3133000 ||N.A ||13 ||Super Smelters Limited ||N.A ||Nil |
|Ajay Kumar Bajaj ||68 ||BSC (Engineering) Chartered Engineer ||WholeTime Director ||08.08.2016 ||1716000 ||N.A ||40 ||Super Smelters Limited ||N.A ||Nil |
|Navin Agarwal ||46 ||B.Com (H) ACA ACS ||CS & Compliance Officer ||01.04.2018 ||1495000 ||N.A ||19 ||Super Smelters Limited ||N.A ||Nil |
|Lalmani Singh ||41 ||B.Com (H) MBA Finance & HR ||AGM Finance ||01.07.2018 ||1144000 ||N.A ||12 ||Jayaswal Neco Industries Ltd. ||N.A ||Nil |
|Dheeraj Kumar Pant ||53 ||MSC ||Factory Manager ||08.08.2016 ||1013700 ||58% ||32 ||Super Smelters Limited ||N.A ||Nil |
|Sudipto Bhattacharya ||47 ||B.Com PGDM (PM&IR) ||V.P (F&A) ||08.08.2016 ||937500 ||122% ||21 ||Super Smelters Limited ||N.A ||Nil |
|Ramakant Shah ||59 ||Madhyamik ||CCM Incharge ||08.08.2016 ||914700 ||60% ||40 ||Super Smelters Limited ||N.A ||Nil |
|Joginder Pal Some ||56 ||HS ||Block Mill Incharge/ RMS ||08.08.2016 ||800400 ||61% ||33 ||Super Smelters Limited ||N.A ||Nil |
|Satwant Singh Naroo ||60 ||BSc. Engineering ||Sr Manager Electricals ||08.08.2016 ||755040 ||42% ||26 ||Super Smelters Limited ||N.A ||NIL |
|Deepak Kumar ||47 ||B.Tech (Electronics) ||Manager ||08.08.2016 ||735900 ||47% ||25 ||Super Smelters Limited ||N.A ||Nil |
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.
It also provides for adequate safeguards against the victimization of employees whoavail of the mechanism and allows direct access to the Chairman of the Audit Committee inexceptional cases.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy and a Risk Management Committee fordealing with different kinds of risks which it faces in day to day operations of theCompany. Risk Management Policy of the Company outlines different kinds of risks and riskmitigating measures to be adopted by the Board. The Company has adequate Internal ControlSystems and procedures to combat the risk. The Risk management procedure will be reviewedby the Audit Committee and Board of Directors on time to time basis.
POLICY ON PRESERVATION OF THE DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Documents to ensure safekeeping of therecords and safeguard the Documents from gettng manhandled while at the same timeavoiding superfluous inventory of Documents.
POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations). The objective of the Policy is to determine materialityof events or information of the Company and to ensure that such information is adequatelydisseminated in pursuance with the Regulations and to provide an overall governanceframework for such determination of materiality.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all the Related Party Transactions were in the ordinarycourse of the business and at arm's length basis and hence provisions of section 188 isnot applicable. Those transactions were placed before the Audit committee of Directors forprior approval in the form of Omnibus Approval. Related Party Transactions underAccounting Standard-18 are disclosed in the notes to the Financial Statement in Note No.27 H. Material Related Party Transactions are disclosed in Annexure-1 in Form AOC-2pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies(Accounts) rules 2014 for which necessary shareholder resolution was passed on 10 May2018.
CORPORATE SOCIAL RESPONSIBILITY
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 ' 2000000 during the Financial Year 2018-19 which is to be mandatorily spentby the Company on CSR activities as per the provisions of Section 135 of the CompaniesAct 2013. Details of CSR Activity Report are provided in Annexure-2.
AUDITORS AND AUDITORS REPORT Statutory Auditor:
The Shareholders of the Company at their 4th Annual General Meeting (AGM) held on 30September 2016 have appointed M/s. Singhi & Co. Chartered Accountants Kolkata(FRN: ICAI-302049E) Kolkata as Statutory Auditors of the Company to hold office till theconclusion of 9th Annual General Meeting of the Company .
The Companies Amendment Act 2017 has done away with the ratification of auditor'sappointment at every Annual General meeting and they have confirmed that they are notdisqualified from continuing as Auditors of the Company The Notes on Financial Statementreferred to in the Auditors' Report are self-explanatory and do not call for any furthercomments. The Auditors' Report does not contain any qualification reservation or adverseremark.
M/s. Mahesh Sonika & Co LLP (Firm Reg No. 324602E/E300060) Chartered AccountantsKolkata were appointed as the Internal Auditors of the Company for the Financial Year2018-19 who are acting independently. The Internal Auditors Report shall be submitteddirectly to the Chairman of Audit Committee and Board. The Company's Internal Audit systemhas been continuously monitored and updated to ensure that assets are safeguardedestablished regulations are complied with and pending issues are addressed promptly. TheBoard at its meeting held on 28 May 2019 has re-appointed M/s. Mahesh Sonika & CoLLP (Firm Reg No. 324602E/E300060) Chartered Accountants for conducting Internal Auditof the Company for FY 2019-20.
Internal Audit Controls and their Adequacy:
The Company's Internal Audit is being carried on by independent auditors they monitorand evaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating system accounting procedures and policies of the Company. Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices in the industry.Based on the Internal Audit Reports process owner takes corrective actions in theirrespective areas and thereby strengthens the controls. The Report is presented before theAudit Committee for review at regular intervals. Your Company has an effective internalcontrol and risk-mitigation system which are constantly assessed and strengthened.New/revised standard operating procedures are being adopted for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors TheCompany's Internal control system is commensurate with its size scale and complexities ofits operations and is capable for the timely preparation of reliable financialinformation. The Internal Audit department monitors and evaluate the efficiency andadequacy of the Internal Control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of Internal Audit functions process owner undertake corrective actions in theirrespective areas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed FCS Vivek Mishra a Practicing Company Secretary bearing Membership No. 8540 toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditcarried out is annexed herewith as Annexure-3 as Secretarial Audit Report. The Report doesnot contain any observation or qualification requiring explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.
During the period under review the Company has complied with the applicableSecretarial Standards notified by the Institute of Company Secretaries of India. TheBoard at its meeting held on 28 May 2019 has re-appointed FCS Vivek Mishra a PracticingCompany Secretary bearing Membership No. 8540 as Secretarial Auditor for conductingSecretarial Audit of the Company for FY 2019-20.
Pursuant to Section 148 of the Act read together with the Companies (Cost Records andAudit) Rules 2014 as amended from time to time the Company is required to carry outaudit of the cost accounting records of the Company for every Financial Year. The CostAudit report of your Company for the Financial Year ended 31 March 2018 was filled on 29October 2018. The Auditors' Report does not contain any qualification reservation oradverse remark. Cost records as required to be maintained by the company pursuant to anorder of the Central Government are maintained.
M/s S Chhaparia & Associates Cost Accountants (Firm Reg. No. 101591) Kolkata hasbeen appointed as Cost Auditors for the Financial Year 2019-20. In terms of the provisionsof the Companies Act 2013 the remuneration proposed to be paid to them for the FinancialYear 2019-20 requires ratification of the shareholders of the Company. In view of thisthe Board recommends the ratification for payment of remuneration to the Cost Auditors atthe ensuing AGM.
None of the auditors of the Company have reported any fraud during the year underreview.
PARTICULARS OF EMPLOYEES
Your Directors place on record their deep appreciation for the contribution made by theemployees of the Company at all levels. The information on employees particulars asrequired under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended) isforming part of this Director's Report. There are no employees drawing remuneration inexcess of the limits prescribed under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 relating to Corporate Governance is not applicable to the Company listedon the SME platform (BSE). Hence the Company is not required to disclose information ascovered under Para (C) (D) and (E) of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company do not have and is not required to have the Demat suspenseaccount neither unclaimed suspense account.
During the Financial Year 2018-19 the Company has not accepted any deposit within themeaning of Sections 73 and 76 of the Act read together with the Companies (Acceptance ofDeposits) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
A. Energy Conservation
(a) Power Factor improvement by installing Capacitor at HT & LT side of PowerUtilization due to implementation of Power Capacitor our power factor is close to one(1).
(b) Harmonics reduction by using Detuned reactor due to installation of DetunedReactor energy is saved which was earlier wasted in Heat energy.
(c) We are using energy efficient measures at our projects and VVF drive have beeninstalled for the same. Use of energy efficient motors at all new project and replacingold motor by energy efficient motor in systematic manner installation of energy efficientmotor helps in saving of energy.
(d) Use of LED Lights indoor and outdoor LED lights reduces the energy consumption atOutdoor and Indoor Lightning.
(e) Use of Direct Hot Rolling from CCM by use of Direct Hot Rolling we have savedfurnace oil for reheating Billets.
(f) Use of CBM (Coal based Methane Gas) in reheating furnace in place of oil furnacenatural gas reduces the energy cost of fuel.
B. Technology Absorption
Our Company is in the Manufacturing of MS Billet HB Wire TMT Bar and MS Wire Rod. Ithad not taken any Research & Development during the year under review. As such noexpenditure had been incurred on Research & Development.
C. Foreign Exchange Earnings and Outgo
Details of earnings accrued and expenditure incurred in foreign currency are given inNote 27J 27K and 27L of the Notes to the financial statements. The Company continues itsefforts to improve its earnings from exports.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments have been disclosed in theFinancial Statements.
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.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there are no funds which are required to be transferred to InvestorEducation and Protection Fund (IEPF).
CONSOLIDATION OF ASSOCIATES /JOINT VENTURES
As on the reporting day your Company do not have any associate or Joint Venture henceconsolidation of accounts is not required.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for FairDisclosure ("Code") as approved by the Board from time to time are in force bythe Company. The objective of this Code is to protect the interest of shareholders atlarge to prevent misuse of any price sensitive information and to prevent any InsiderTrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Supershakti Metaliks Limited at the time when there isunpublished price sensitive information.
Management Discussion Analysis
A detailed Report on the Management Discussion & Analysis is provided as a separateAnnexure-4 in the Annual Report. 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 Form MGT-9 isappended as Annexure-5 to the Board's Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 Board of Directors of theCompany
(a) In preparation of the Annual Accounts for the financial year ended 31 March 2019the applicable Accounting Standards have been followed along with proper explanation tomaterial departures;
(b) The Directors have selected Accounting Policies in consultation with the StatutoryAuditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at end of the financial year and of the profit or loss of the Company for thatperiod;
(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.
The Companies Act 2013 along with the SEBI (LODR) Regulations 2015 and mandate toformulations of certain policies for all listed Companies. Accordingly the Company hasformulated the Policies for the same as the Company believed to retain and encourage highlevel of ethical standard in business transactions. All our Policies are available on ourwebsite www.supershaktimetaliks.com
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and governmental authorities. Your Directors also thank the employeesat all levels our consistent growth was made possible by their hard work solidaritycooperation and support.
| ||For and on behalf of |
| ||Supershak Metaliks Limited |
| ||Dilipp Agarwal |
|Place: Kolkata || |
|Dated: 28 May 2019 ||DIN: 00343856 |