Your Directors have pleasure in presenting their Report on the business and operationsof your Company along with the Audited Accounts of the company for the year ended 31stMarch 2021.
|Particulars ||Current Year ||Previous Year |
| ||( ` In Lac) ||( ` In Lac) |
|Sales and other income ||21791.04 ||11824.61 |
|Profit before depreciation ||2394.48 ||1055.72 |
|Depreciation ||943.49 ||674.01 |
|Profit for the year ||1450.99 ||381.71 |
|Provision for tax ||534.25 ||(158.74) |
|Profit after tax ||916.74 ||540.45 |
|Other comprehensive income ||13.89 ||- |
|Total comprehensive income ||930.63 ||540.45 |
|Profit brought forward from the previous year ||2865.63 ||2325.18 |
|Balance carried forward to Next year ||3796.26 ||2865.63 |
During the year under review the Company achieved Net Sales of Rs. 21769.88 Lacs asagainst Rs.11 799.25 Lacs in the previous years. The EBITDA for the year was Rs. 2394.48Lacs in comparison to Rs.1055.72 Lacs in the previous year. After providing for interestdepreciation and tax the profit after tax of the Company was Rs.916.74 Lacs as againstRs.540.45 Lacs in the previous year which resulted in EPS of Rs.8.04 in the current year.
The performance of the Company during the year was impressive despite massivedisruptions caused by the COVID-19 pandemic in the initial months of the financial year.The Company adopted focused approach on improving its volumes operational efficienciesand operating facilities at optimum levels. The multiprolonged strategy has helped theCompany in seizing the opportunity offered by the pickup in the economic activities in thecountry especially the steel intensive sectors like infrastructure construction etc.
During the year the Company produced 38326 MT sold 592 MT and captively consumed46208 MT of sponge iron compared to previous year's production of 35869MT sales of4587 MT and captive consumption of 10405 MT. The Company produced 25483 MT sold 13342MT and captively consumed 11610 MT of Pig Iron as compared to last year's production of18147 MT sales of 10946 MT and captive consumption of 6726 MT. The Company produced52162 MT and sold 8261 MT and captively consumed 44202 MT of MS Ingot/Billet comparedto previous year's production of 31132 MT and sales of 19058 MT & captiveconsumption of 11643 MT. The Company produced 42752 MT of TMT Bars & sold 43870 MTcompared to previous year's production of 11049 MT and sale of 9074 MT.
The Global steel demand is expected to by 6% in the year 2021 as a result of economicrecovery post COVID-19 pandemic supported by government spending and stimulus packages.The Indian steel industry is also expected to remain buoyant amidst strong domestic demandrecovery accommodative government policies and export opportunities.
Impact of Covid 19 on Business operation:
The outbreak of Covid-19 pandemic has led to an unprecedented health crisis and hasdisrupted economic activities and global trade while weighing on consumer sentiments.
During the year under review the Government of India had imposed stringent nationwidelockdowns in phases which severely impacted manufacturing activities. Though the steeland mining sectors were allowed to operate under the Essential Services Maintenance Act1968 they were subject to certain guidelines. Steel demand was affected as key steelconsuming sectors struggled to operate amidst weakening economic activities workingcapital constraints shortage of manpower and logistical issues.
The risk-intelligent culture embedded across the Company helped in developing andadopting a multi-pronged strategy to effectively respond to the evolving pandemicsituation. The health and safety of our employees and the communities in which we operatecontinue to be the foremost priority of the Company. To mitigate the risks and challengesfaced by the Company during the pandemic the Company enhanced safety and hygiene norms atoffices implemented work from home staggered shift timings for safety of employees andleveraged digital platforms for its day-today operations.
Further details on the impact of Covid-19 on the Company's operations cash flowliquidity and profitability as well as the Company's contribution to the Community in wakeof the pandemic is provided in the Management Discussion and Analysis as annexed to thisreport.
After careful assessment of the available profit during the financial year ended 31stMarch 2021 your Directors have not recommended any dividend on the equity shares for thefinancial year ended 31st March 2021.
The Company is committed for the implementation of the best possible practices forensuring the safety of its all stakeholders including employees and contractors. TheCompany strongly believes that providing safe & healthy working environment to itsworkforce is not only a statutory requirement but also its moral responsibility.
The Company has developed safety standards SOPs and safety manual systems andprocedures which addresses employee safety occupational health process safety andemergency preparedness.
The Company has a structured system for periodically review policies objectives andtargets for continual improvements through corrective and preventive actions and providessafe and healthy working for all by implementing "Zero Accident" policy.
MATERIAL CHANGES AND AMENDMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNALS:
During the period under review there were no significant and material orders passed bythe Regulators/ Courts or Tribunals impacting the going concern status of the Company andits operations in future.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review there is no change in nature of business of the Company.
CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer Books of the Company will be closed witheffect from Friday September 24 2021 to Thursday September 30 2021 (both days inclusive)for the purpose of Annual General Meeting.
AMOUNT CARRIED TO ANY RESERVE IF ANY:
The Company had not carried any amount to any reserve from its profit & lossaccount for the current financial year.
The Authorized Share Capital of the Company is ` 120000000/- (Rupees Twelve Croresonly) divided into 12000000 Equity Shares of `10/- each. As on March 31 2021 thepaid-up share capital of the Company is `.114000000 (Rupees Eleven Crores and FortyLacs only) divided into 11400000 Equity Shares of `. 10/- each. During the year yourCompany has not issued any equity shares.
During the year the Company has not accepted any 'Deposits' as defined under theCompanies Act 2013.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review there are following changes in Board of Directors of theCompany:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Sunita Dalmia (DIN- 00605973)Non-Executive Promoter Director retires by rotation at the forthcoming Annual GeneralMeeting and Being eligible offers herself for reappointment. Members' approval is beingsought at the ensuing Annual General Meeting for her reappointment.
In terms of Section 149 of the Act Mr. C.K. Bhartia (DIN-00192694) wasappointed as Independent Director by the members on 28th September 2016 for a period offive years commencing with effect from 1st September 2016 upto 30th August 2021.
The Board on 28th August 2021 based on the recommendations of Nomination andRemuneration Committee and pursuant to performance evaluation of Mr. C.K.Bhartia as amember of the Board and considering his background experience and he has passed theproficiency test his continuing association would be beneficial to the Companyrecommended his re-appointment as Independent Director of the Company not liable toretire by rotation for a second term of five years commencing with effect from 1stSeptember 2021 upto 30th August 2026 for approval of the members by way of a SpecialResolution at the ensuing AGM of the Company.
Accordingly Members' approval is being sought at the ensuing AGM for hisre-appointment.
In terms of Section 149 196 197 and 203 of the Act Mr. Gagan Goyal(DIN-00678938) was appointed as the Whole-time Director of the Company by the Members on28th September 2016 for a period of five years commencing with effect from 1stAugust2016 upto July 30 2021.
The Board on 28th August 2021 based on the recommendations of Nomination andRemuneration Committee and pursuant to performance evaluation of Mr. Gagan Goyal as amember of the Board and considering his experience and contribution his continuingassociation would be beneficial to the Company recommended his re-appointment as WholeTime Director of the Company not liable to retire by rotation for a further period offive years commencing with effect from 1st September 2021 upto 30th August 2026 forapproval of the members by way of a Special Resolution at the ensuing AGM of the Company.
Accordingly Members' approval is being sought at the ensuing AGM for hisre-appointment.
In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company as on 31st March 2021:
i. Mr. Y.K.Dalmia Managing Director
ii. Mr. Gagan Goyal Executive Director
iii. Mr. M.K.Hati Chief Financial Officer
iv. Mr. A.N.Khatua Company Secretary
Pursuant to the provisions of Section 134 (3) (p) of the Companies Act 2013 astructured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the non-independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
DETAILS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.
AUDITORS REPORT & AUDITORS' OBSERVATION:
There is no audit qualification in the Company's Financial Statements. The companycontinues to adopt practices to ensure best practice as per Indian Accounting Standards.The Notes on Accounts referred to in the Auditors' Report enclosed are self-explanatoryand do not call for any further comments.
Messers BDS & Co (formerly Bharat D. Sarawgee & Co) Chartered Accountants(Firm Registration Number 326264E) was appointed as the Statutory Auditors of the Companyat the 26th Annual General Meeting of the Company held on 29th day of September 2017 tohold office from the conclusion of twenty sixth (26th) Annual General Meeting until theconclusion of thirty first (31st) Annual General Meeting of the Company at suchremuneration as may be mutually agreed by the Board of Directors of the Company and theAuditors.
The Statutory Auditor Messers BDS & Co has submitted an un-qualified Audit Reportsfor the financial year 2020-21 and no frauds were detected by the Auditor during thefinancial year.
Pursuant to Section 148 of the Companies Act 2013 read with rules made there underthe Board has re-appointed M/s A S & Associates Cost Accountants (RegistrationNo-000523) to audit the Cost Accounts of the Company for the year ending 31st March 2022.
The Company has submitted Cost Audit Report and other documents for the year ended 31stMarch 2020 with the Central Government by filing Form CRA-4 vide SRN-R77838647 dated26.12.2020.
Pursuant to provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Messers L.N.Panda & Associates Rourkela a firmof Company Secretaries in practice to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as "Annexure I". The SecretarialAudit Report does not contain any qualification reservation or adverse remarks for theyear under review.
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. The composition of the Audit Committee is as described in the Corporate GovernanceReport.
The shares of the Company are listed at Bombay Stock Exchange and Calcutta StockExchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054.
The respective listing fees for the above Stock Exchanges up to the year 2021-22 havebeen paid.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at workplace (preventionprohibition and Redressal) Act 2013 and the Rules framed there under. It has constitutedan internal Complaint Committee in compliance with the above mentioned Act and Rules.During the Financial Year 2020-21 no complaint has been received.
SAFETY HEALTH & ENVIRONMENT:
The Company is committed to provide a safe and healthy working environment andachieving an injury and illness free work place. During the year under review there wasno lost time injury incident reported.
RECONCILIATION OF SHARE CAPITAL:
As directed by Securities Exchange Board of India (SEBI) Reconciliation of ShareCapital is being carried out quarterly by a practicing Company Secretary. The findings ofthe Reconciliation of Share Capital were satisfactory.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany confirm that;
(i) In the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Actfor safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts for the financial year ended 31st March2021on a going concern basis;
(v) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;
(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review there have been no material changes and commitmentsaffecting the financial position of the Company.
NUMBER OF BOARD MEETINGS DURING F.Y. 2020-21:
During the FY 2020-21 the number of meeting of Board of Directors of the Company comesto 4(Four). The details of the number of meetings of the Board held during the financialyear forms part of the Corporate Governance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The prescribed details as required Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are set out in Annexure 'A'forming part of this report.
Your Directors wish to thank all stakeholders employees and business partners andCompany's banker for their continued support and valuable co-operation. The Directors alsowish to express their gratitude to investors for the faith that they continue to repose inthe Company.
DECLARATION OF INDEPENDENCE:
The Company has received Declaration of Independence from Mr. C.K.Bhartia (DIN-00192694) and Mrs. Neha Singhania (DIN- 06879112) the Independent Directors of theCompany as per sub-section (6) of Section 149 of the Companies Act 2013.
NOMINATION &REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
The objective of the remuneration policy is to enable the Company to attract motivateand retain qualified industry professionals for the Board of Management and otherexecutive level in order to achieve the Company strategic goals. The remuneration policyacknowledges the internal and external context as well as the business needs and long termstrategy. The policy is designed to encourage behaviour that is focused on long-term valuecreation while adopting the highest standards of good corporate governance. The Company'sRemuneration Policy is available on the company's website https://www.surajproducts.com
RELATED PARTY TRASACTIONS:
All transactions entered into with related parties (as defined under the Companies Act2013) during the financial year were in the ordinary course of business and on an Arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 and were within the ambit of clause 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There were no materially significanttransactions with related parties during the financial year which were in conflict withinterests of the Company. Suitable disclosure as required by the Accounting Standards hasbeen made in the notes to the Financial Statements.
VIGIL MECHANISM POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies the Company is committed to the highstandards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
WHISTLE BLOWER POLICY:
The Company has a "Whistle Blower Policy" to report genuine concerns orgrievances. The Whistle Blower Policy has been posted on the website of the Company.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
The Statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is available for inspection in terms ofSection 136 of the Act any member interested may write to the Company Secretary and thesame will be furnished on request.
CORPORATE SOCIAL RESPONSIBILITY:
The concept of Corporate Social Responsibility has gained prominence from all avenues.Organizations have realized that Government alone will not be able to get success in itsendeavour to uplift the downtrodden of Society. With the rapidly changing corporateenvironment more functional autonomy operational freedom etc. our company has adoptedCSR as a strategic tool for sustainable growth. Pursuant to Section 135 of the CompaniesAct 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy)Rules 2014 the Board of Directors of the Company has in place a Corporate SocialResponsibility (CSR) Policy including the CSR activities and their budgets as well asrecommendation of any subsequent change/modification to the CSR Policy. The CSR Policy hasbeen posted on the website of the Company available at the link www.surajproducts.com.
STATEMENT PURSUANT TO LISTING AGREEMENT:
Your Company's shares are listed with Bombay Stock Exchange Limited and Calcutta StockExchange Limited. We have paid the Annual Listing Fees and there are no arrears.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
Executive Directors are paid remuneration by way of salary perquisites and retirementbenefits as recommended by the Nomination and Remuneration Committee and approved by theBoard and shareholders of the Company. Key Managerial Personnel and senior ManagementPersonnel are paid remuneration by way of fixed salary. The Company does not have anyStock Option Scheme. No severance pay is payable on termination of appointment.
There are no director who is in receipt of any commission from the company and who is amanaging or whole-time director of the company.
EXTRACTS OF ANNUAL RETURN IN MGT- 9:
The details forming part of the extract of the Annual Return for the year ended on 31stMarch 2021 in Form MGT-9 as required under Section 92 of the Companies Act 2013 isincluded in this Report as Annexure- II and forms an integral part of this Report.
The Company has been practicing the principles of good Corporate Governance over theyears and lays strong emphasis on transparency accountability and integrity.
A separate Section on Corporate Governance and a certificate from the StatutoryAuditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under SEBI (LODR) Regulations 2015 form part of this Annual Report.
The Managing Director and the Chief Financial Officer (CFO) of the Company havecertified to the Board on financial statements and other matters in accordance withRegulation 17(8) of SEBI (LODR) Regulations 2015 pertaining to MD/ CFO certification forthe Financial Year ended 31st March 2021.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 form partof this Annual Report.
DISCLOSURES WITH RESPECT TO EMPLYEES STOCK OPTION SCHEME:
The Company does not have any Employee Stock Option Scheme during the period.
ACKNOWLEDGEMENT AND APPRECIATION:
Your Directors would like to place on record our sincere appreciation for the continuedsupport given by the Banks Government Authorities customers vendors shareholders anddepositors during the period under review. The Directors also appreciate and value thecontributions made by the employees of our Company at all levels.
| ||On behalf of the Board of Directors |
|Place: Barpali ||C. K. Bhartia |
|Date: the 28th day of August 2021 ||Chairman |
| ||(DIN-00192694) |