The Members Gyscoal Alloys Limited
Your Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2016.
1. FINANCIAL HIGHLIGHTS:
The financial highlights of the company for the year under review are summarized as under
|PARTICULARS||Current Year ended on 31/03/2016||Current Year ended on 31/03/2016||Previous Year ended on 31/03/2015|
|Revenue from Operations||15932.67||15932.67||17636.45|
|Profit before Tax||(1525.37)||(1518.37)||99.81|
|Prior Period Tax||(106.9)||(106.9)||-|
|Share of (Profit) / Loss attributable to Minority||0.10||-||-|
|Profit for the Year||(1332.06)||(1325.16)||20.30|
|Profit available for appropriation||(1332.06)||(1325.16)||20.30|
|Balance Brought forward||2417.83||2428.32||2415.43|
|Adjustment relating to Fixed Assets||0||0||7.41|
|Balance Carried Forward||1085.77||1103.16||2428.32|
2. DIVIDEND & RESERVES:
Due to inadequate profit your directors are not in a position to recommend any dividend for the financial year ended 31st March, 2016. NIL amount has been transferred to General Reserve.
3. UTILIZATION OF PROCEEDS OF IPO:
The statement of projected utilization of the IPO proceeds as per Prospectus dated 18th October, 2010 against actual utilization as on 31st March, 2016 is as follows:
|Particulars||(Amount in lacs)|
|Utilisation of funds upto 31st March, 2016|
|Amount Received from IPO||5467.00|
|Income from Investment of IPO Proceeds||191.21|
|Plant & Machinery *||4405.11||4092.90|
|Long Term Working Capital||500.00||1194.24|
|General Corporate Purpose||25.00||10.00|
* It includes advances given to various parties for Land and Plant & Machinery for New Project.
Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.
4. UNPAID AND UNCLAIMED SHARE APPLICATION AMOUNT :
Pursuant to the provision of Section 125(2) of the Companies Act, 2013, dividends, matured fixed deposits, redeemed debentures, Share Application money due for refund and interest thereon, which remained unclaimed up to 23rd October, 2017 will be deposited to Investors Education and Protection Fund (IEPF) of the Central Government.
Amount of Rs 25560/- is lying as the Amount of Application money received and due for refund in respect of the IPO of the company in F.Y. 2010-2011. The last date on which the amount will be transferred to IEPF account will be 23rd October, 2017 Therefore, the shareholders are advised to claim such amounts immediately.
5. BUSINESS PERFORMANCE & PROSPECTS:
Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure F to the Directors Report.
6. PUBLIC DEPOSITS:
The Company has not accepted any fixed deposit from public within the meaning of Section 73 of the Companies Act, 2013 and rules made thereunder.
7. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT:
In accordance with Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on consolidated financial statement read with As-23 on Account for investment in associates and AS-27 on financial reporting of interest in Joint ventures. The audited consolidated financial is provided in the Annual Report.
The Company has prepared Consolidated Financial Statements of the Company and while preparing the consolidated financial statements, Company has consolidated the accounts of one subsidiary namely Thai Indo Steel Co. Ltd. as per the requirements of Accounting Standards issued by the Institute of Chartered Accountants of India.
The details of financial performance of Subsidiary Company is furnished in Annexure C and attached to this report.
8. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR
The Company is operating in only one segment i.e. Metal Industry. The company mainly manufactures SS Angles, SS Flats & SS Rounds and the % wise breakup of the products of the total turnover of the company is as under:-
|S.S. ANGLE BARS||40 %|
|S.S. FLAT BARS||14 %|
|S.S. ROUND BARS||11%|
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has a comprehensive system of internal controls to safeguard the Companys assets against loss from unauthorized use and ensure proper authorization of financial transactions. The Company has an exhaustive budgetary control system to monitor all expenditures against approved budgets on an ongoing basis. The Company maintains a system of internal controls designed to provide assurance regarding the effectiveness and efficiency of operations, the reliability of financial controls and compliance with applicable laws and regulations as applicable in the various jurisdictions in which the Company operates.
10. CORPORATE GOVERNANCE CERTIFICATE
In terms of Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (hereinafter "Listing Regulation"), a Report on Corporate Governance along with Compliance Certificate issued by Secretarial Auditors of the Company is annexed to the Annual Report.
Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) 2015.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure - A" and is attached to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.gyscoal.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://www.gyscoal.com/wp-content/uploads/ 2014/03/related-party-transaction-policy.pdf
Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.
16. AUDITORS & AUDITORS REPORT
M/s. B K Patel & Co., Chartered Accountants (ICAI Registration No. 112647W), Ahmedabad were appointed as Statutory Auditors for a period of 1 (one) year in the Annual General Meeting held in last year. Due to unwillingness to act as a Statutory Auditor of the Company, the Company has received the resignation letter dated 12.08.2016 from M/s B. K. Patel & Co., Chartered Accountants. The Board of Directors has, at its meeting held on 12th August, 2016, recommended the appointment of M/s. Saurabh R Shah & Co., Chartered Accountants, (ICAI Registration No. 127176W), Ahmedabad, as Statutory Auditor of your Company in place of M/s. B. K. Patel & Co., to hold office from the conclusion of this AGM until the conclusion of the 22nd AGM of your Company, subject to ratification by the Members at every AGM held after this AGM.
Resolutions seeking your approval on these items are included in the Notice convening the AGM.
The observation made in the Auditors Report are selfexplanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.
The explanation on adverse remarks / qualification(s) in the Auditors Report - Point No. (vii) (a) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory applicable to it with the appropriate authorities during the period. However, in some cases such statutory dues are paid after its due dates along with interest during the year.
Point No. (vii) (b) to the Standalone Financial Statements: According to the information and explanations given to us, the disputed statutory dues aggregating Rs 410734597/- that have not been deposited on account of disputed matter pending before appropriate authorities
Point No. (viii) to the Standalone Financial Statements: According to the information and explanations given to us, the Company has defaulted in repayment of dues aggregating of Rs 414000562/- to financial institutions, banks or debenture holders during the year.
Explanation to Point No. (vii) (a), Point No. (vii) (b) and Point No. (viii) to the Standalone Financial Statements:
For Point No. (vii) (a) the audit qualifications pointed out by the auditor are just the disclosure of fact that the company has not deposited its disputed statutory dues with appropriate authority and has made default in repayment of Bank loan. This is not impacting financial position of the Company.
For Point No. (vii) (b) the stay order has been received against the amount disputed and not deposited & management is in the process of taking necessary steps to resolve pending statutory dues as mentioned in the Auditors report and taking measures to pay them within due course.
For Point No. (viii) in respect of default in repayment of Bank loans the company is in process of taking necessary steps to regularize those account.
The Management is in the process of taking necessary steps to resolve pending statutory dues & repayment of Bank Loans as mentioned in the Auditors Report.
17. SECRETARIAL AUDIT REPORT
The Board has appointed M/s Chirag Shah & Associates, Practicing Company Secretaries (ICSI Membership No. 5545 & CPN 3498), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as "Annexure E" to this Report.
The Explanation on comments / observation(s) in the Secretarial Audit Report - Point No. 1. As per Regulation 9(1) & (2) of SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015 company has to adopt Minimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by Insiders as set out in schedule B of the same regulation and according to point 5 of Schedule B company has to close the trading window for 48 hours after the outcome of board meeting are declared but for the board meeting dated 30th May, 2015, 13th August, 2015 and 4th November, 2015 trading window was closed for only 24 hours.
Explanation 1. The Company has closed its trading window from the 4th Board Meeting of the Company held on 3rd February, 2016 for 48 hours after the outcome of the Board Meeting are declared in complying with the "Listing Regulation" of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and other applicable regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015.
18. COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on recommendation of the Audit Committee, appointed Shri V.H. Shah, Practicing Cost Accountant (ICWAI Registration No. 100257), Ahmedabad as Cost Auditor for conducting audit of cost accounting records maintained by the Company for "Steel Plant" for the financial year 2016-17. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, the resolution seeking Members ratification is included in the Notice convening the Annual General Meeting.
19. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to Section 178(3) of the Companies Act, 2013.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.
Your Company has adopted a defined policy and procedure for Appointment of Independent Directors which has been put on Company website www.gyscoal.com.
20. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure B" and is attached to this Report.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 4 (Four) Board Meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
22. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is appended as "Annexure - D" to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 during FY 2015-16.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per Section 152 of the Companies Act, 2013 Mr. Zankarsinh Solanki, Whole-Time Director retire at this Annual General Meeting and being eligible offer himself for re-election. The Board of Directors recommended his reappointment at the forthcoming Annual General Meeting.
Miss Priti Kakkar has joined as Company Secretary & Compliance Officer w.e.f. 30th May, 2016 in place of Ms. Shrima Dave whose resignation was accepted by the Company on the 19th day of May, 2016.
Mr. Zankarsinh Solanki (DIN - 00014226) who was re-appointed as Whole Time Director of the Company w.e.f. 01/04/2016.
25. REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material order passed by the Regulators or Courts or Tribunals which would impact the going concern status and the companys future operations.
26. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
27. BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evolution process covering various aspects of the Boards functioning such as composition of the Board & committees experience & competencies, performance of specific duties & obligation, contribution at the meetings and otherwise, independent judgment, governance issues etc.
28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
|a) Shri Sunil Talati||- Chairman|
|b) Shri Surendra Patel||- Member|
|c) Shri Viral Shah||- Member|
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
|For and on behalf of Board Of Directors|
|Place : Ahmedabad||(Chairman & Managing Director)|
|Date : 12/08/2016||DIN - 00014182|