To,
The Members,
Shree Steel Wire Ropes Limited
Your Directors have pleasure in submitting their Thirty First Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2023.
1. FINANCIAL RESULTS:
The Companys financial performance for the year under review along with the previous
year figures are given hereunder:
| Particulars |
For the Financial Year ended 31st March 2023 |
For the Financial Year ended 31st March 2022 |
| Revenue from Operations |
18,82,32,431 |
17,97,38,815 |
| Other Income |
6,64,728 |
9,39,050 |
| Total Income |
18,88,97,159 |
18,06,77,865 |
| Profit/ Loss Before Tax |
1,06,66,045 |
25,78,895 |
| Less: Current Tax |
28,84,123 |
7,37,000 |
| Deferred Tax |
(2,20,486) |
6,56,526 |
| Excess/ (Short) Provisions of the previous year |
1,54,819 |
(1,69,099) |
| Profit/ Loss after tax |
78,47,589 |
26,67,520 |
| Other Comprehensive Income |
(25,90,741) |
2,47,297 |
| Total Comprehensive Income for the year |
52,56,848 |
29,14,817 |
| Earning Per Share(Basic) |
2.37 |
0.81 |
| Earning Per Share(Diluted) |
2.37 |
0.81 |
The Company has adopted the Indian Accounting Standard (IND AS) notified by the
Ministry of Corporate Affairs with effect from April, 2017 and accordingly these financial
results have been prepared in accordance with the recognization and measurement principles
laid down in the IND AS 34 Interim Financial Reporting prescribed under Section 133 of the
Companies Act, 2013 read with relevant rules issued there under and other accounting
principles generally accepted in India.
2. DIVIDEND:
The Board of Directors has not recommended Dividends for the Financial Year 2022-23.
3. SHARE CAPITAL: Authorized Share Capital
There is no change in Authorized Share Capital of the company for the Financial Year
2022-2023.
The Company has paid Listing Fees for the financial year 2023-24, to the Stock
Exchange.
4. STATE OF COMPANYS AFFAIRS:
Your Companys income from operations during the year under review was 18,82,32,431 as
compared to 17,97,38,815 in the previous year. The total profit incurred during the year
under review was 78,47,589 as against a profit of 26,67,520 during the previous year.
Detailed analysis and future outlook of the Companys business are dealt in the
Management Discussion and Analysis Report.
5. AUDITOR AND AUDIT REPORT:
a) STATUTORY AUDITOR:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made
thereunder, JC Kabra & Associates., Chartered Accountants (FRN 115749W) were appointed
as Statutory Auditors of the Company for financial year 2022-23 and they shall hold office
until the conclusion of this 31st Annual General Meeting of the Company to be
held in the calendar year 2023, on such remuneration as may be decided by the Audit
Committee and the Board of Directors.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules
prescribed there under, the Company has received certificate from the Auditors to the
effect, inter-alia, confirming that their appointment continues to be within the limits
laid down by the Act, is as per the term provided under the Act, that they are not
disqualified for continuing such appointment under the provisions of applicable laws and
also that there are no pending proceedings against them or any of their partners with
respect to the professional matters of conduct.
AUDIT REPORT
The Auditors report is self-explanatory & do not call for any further comments.
The Auditors Report does not contain any qualification, reservations or adverse remark.
b) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board appointed Nisha Uchil, Practising Company Secretary, to conduct Secretarial
Audit for the financial year 2022-23 as mandated under Section 204 of the Companies Act,
2013 and Rule 9 thereunder. The Secretarial Audit Report for the financial year ended 31st
March 2023 is annexed herewith marked as "Annexure A" to this report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
c) COST AUDIT:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rule, 2014, the Company is not required to maintain
cost records and conduct cost audit.
6. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries of India.
7. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION, PROHIBITION
AND REDRESSAL) ACT,2013:
Your Company has in place an Anti-Sexual Harassment Policy in line with requirements of
the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act,2013. This policy applies to all categories of employees of the Company, including
permanent management and workmen, temporaries, trainees and employees on contract at their
workplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up to
redress compliants received regarding sexual harassment. The cases reported to such
Committee(s) are investigated by the respective Committee(s) members and the detailed
report thereon is presented to the Board of Directors on a regular basis. During the year
under report, your Company did not receive any cases of sexual harassment and hence as at
March 31,2023, there were no pending cases of anti-harassment in your Company.
8. 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 B" and is attached to this report.
9. MANAGEMENTS DISCUSSION & ANALYSIS REPORT:
Managements Discussion & Analysis Report for the year under review, in terms of
the Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015, (the "Listing Regulations"), is presented in a
separate section forming part of the Annual Report under "Annexure C".
10. BUSINESS OVERVIEW:
The Company is engaged in the manufacturing of Wire Rope, Wire Rope Allied Products and
Railway OHE products. The management review is presented separately in the annual report.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135(2) of the Companies Act, 2013 the Boards Report should
disclose the responsibility undertaken and committee constituted for the same.
However, your Company has not earned sufficient profits for the financial year
2022-2023 and thus does not require complying with the provisions of Corporate Social
Responsibility.
13. DEPOSITS:
Your Company had not accepted the deposits from the public as per Section 74 of
Companies Act, 2013 read with Rule 20 of the Companies (Acceptance of Deposits) Rules,
2014.
14. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of the Loans, Guarantees or Investments made under Section 186 of the
Companies Act, 2013 by the Company, to other Body Corporate or persons are given in notes
to the financial statements.
15. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other Designated persons which may have a potential conflict with
the interest of the Company at large. Accordingly, the disclosure of Related Party
Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2
is not applicable.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval Disclosures pursuant to Accounting Standards on related party transactions
have been made in the notes to the Financial Statements.
The Board of Directors has approved the policy on transactions with related parties
("RPT Policy"),pursuant to the recommendation of the Audit Committee. In line
with the requirements of the Act,RBI Regulations and the SEBI Listing Regulations, the
Company has formulated the RPT Policy which is also available on the Companys website at
http://www.sswrl.com/corporategovernance.php. The RPT Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and related parties.
16. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNAL:
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as "Annexure D".
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
18. CORPORATE GOVERNANCE:
As per Regulation 27(2) of SEBI (SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 and Disclosure Requirements), 2015, it is not applicable for the Company.
19. PARTICULARS OF EMPLOYEES:
The information required in accordance with Section 197 (12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Further, the Company has no person in its employment drawing
salary of Rs. 60 lakhs per annum or Rs. 5 lakhs per month as defined under the provisions
of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
20. ANNUAL RETURN:
As required Under Section 92(3) of the Act, the Company has placed a copy of the annual
return on its website and the same is available in the Investors Section on the Companys
website (www.sswrl.com). The Annual Return for the year would be updated once the same is
filed with the Registrar of Companies in due course.
21. NUMBER OF BOARD & COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2022-23, Six (6) Board Meetings were held on:
| Sr. Nos. Board Meetings held during the year |
| 1. 25th May 2022 |
| 2. 12th July 2022 |
| 3. 12th August 2022 |
| 4. 7nd November 2022 |
| 5. 28th December 2022 |
| 6. 2nd February 2023 |
COMMITTEES OF THE BOARD:
Currently, the Board has three committees: Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee. For the Financial year 2022-2023,the
below are the details of the Committee, as per the applicable provisions of the Act and
Rules:
| Name of Committee |
Composition of the Committee |
No. of Meeting Held |
| Audit Committee |
Rajiv Gugnani, Chairman |
5 |
|
Ashish Sajnani |
|
|
Mehak Vachhani |
|
| Nomination& Remuneration Committee |
Rajiv Gugnani, Chairman |
4 |
|
Ashish Sajnani |
|
|
Joy Dodani |
|
| Stakeholder Relationship Committee |
Rajiv Gugnani, Chairman |
3 |
|
Ashish Sajnani |
|
|
Anil Sajnani |
|
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:-
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;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and were operating effectively.
23. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013
The Company has received the disclosure in Form DIR 8 from its Directors being
appointed or reappointed and has noted that none of the Directors are disqualified under
Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
24. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Independent Directors submitted their disclosures to the Board that they fulfill
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 as per the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015.
25. EVALUATION OF THE BOARDS PERFORMANCE
In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013
and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation,
2015, the performance of the Board was carried out during the year under review. The Board
was evaluated for its performance based on the following factors:
i. Attendance of Board Meetings and Committees;
ii. Contribution made to the Board discussions and future planning;
iii. Level of commitment to the stakeholders interest;
iv. Initiatives towards the growth of the business and profitability;
v. Providing outlook, viewpoints and feedback taking the Company ahead beyond
expectations.
26. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES.
The Board has framed a Policy relating to the appointment of Directors, payment of
Managerial remuneration, Directors qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013 based on the recommendation of Nomination and Remuneration Committee.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:
- APPOINTMENT OF DIRECTORS:
During the year under review, in accordance with the provisions of the Companies Act,
2013, Mr. Joy Dodani (DIN: 09382441) was appointed as Non Executive Independent Director
of the Company with effect from 13th August, 2022 with the approval of
shareholders via postal ballot through e-voting. The shareholder assented his appointment
on September 21, 2022.
- CHANGE IN DESIGNATION:
During the period under review Designation of Mr. Anil L.Sajnani changed from Managing
Director & CFO to Managing Director w.e.f 25.05.2022.
- RESIGNATION OF DIRECTOR:
In accordance with the provisions of the Companies Act, 2013, there has been
resignation of Ms. Madhu Totlani (DIN: 08200689) w.e.f 12th August, 2022 from
the Board of Directors of the Company.
- APPOINTMENT & RESIGNATION OF KMP:
During the year MS. Khushboo Hanswal Company Secretary & Compliance officer of the
Company resigned from the office w.e.f November 19, 2022.
During the period under review, Mr.Manoj C. Patade has been appointed as qualified
Company Secretary & Compliance officer of the Company under the relevant provisions of
the Companies Act, 2013, Rule 8 of Companies Rule and under SEBI Regulation, 2015, w.e.f
28th December 2022.
Mr.Sagar P. Desai has been appointed as a Chief Financial Officer (CFO) of the Company
w.e.f 26.05.2022.
- SEPARATE MEETING OF INDEPENDENT DIRECTORS & EVALUATION PROCESS:
Mr.Rajiv Gugnani, Mr. Joy Dodani, Mrs Mehak Vachhani, Independent Directors of the
Company, had a separate meeting held on February 02, 2023, in term of Schedule IV to the
Companies Act, 2013 and the SEBI LODR, whereas performance of Non-Independent Directors,
the Board as a whole, and the Chairman of the Company was reviewed together with the
assessment of the quality, quantity, and timeliness of the flow of information between the
management of the Company and the Board as well as oversight of succession planning, risk
management, internal controls and prioritization of strategic objectives and Board
efficiency. The evaluation concluded that the Board, its Committee and individual
Directors continue to function effectively and remains well balanced and diverse with a
strong mix of relevant skills, expertise, and experience.
28. NOMINATION & REMUNERATION POLICY:
The Board of Directors of the Company has, on the recommendation of the Nomination
& Remuneration Committee, framed and adopted a policy for the selection and
appointment of Directors, Senior Management and their remuneration.
29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
Your Company has constituted an Audit Committee as required under Section 177 of the
Companies Act, 2013 and has also established Vigil Mechanism for their employees and
Directors to report their genuine concerns or grievances. The Board has accepted all the
recommendations of the Audit Committee during the year under review as and when brought to
their notice.
30. LISTING:
Your Companys Equity Capital is listed on the Bombay Stock Exchange. The Company
confirms that it has paid annual listing fees due to these stock exchange for the year
2023-24 and has been diligent in observing all the compliances as stipulated in the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015.
31. DEPOSITORY SYSTEM:
Your Company has entered into an agreement with the National Securities Depository
Limited as well as the Central Depository Services (India) Limited (CDSL) to enable
shareholders to hold shares in a dematerialized form. The Company also offers simultaneous
dematerialization of the physical shares lodged for transfer.
32. INTERNAL CONTROL SYSTEM:
Your Company continuously invests in strengthening its internal control processes and
has appointed Praveen Chandak & Associates., Chartered Accountants, (Firm Registration
No. 018386C) as the Internal Auditors of the Company for financial year 2023-24. The
Company has put in place as adequate system of internal control commensurate with its size
and nature of business. The systems provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable statutes, safeguarding of
assets of the Company and ensuring compliance with corporate policies. Audit Committee
periodically reviews the performance of internal audit system.
The Audit Committee reviews adherence to internal control systems and internal audit
reports. Further, the Board annually reviews the effectiveness of the Companys internal
control system.
33. WHISTLE BLOWER POLICY:
The Company Promotes ethical behaviour in all its business activities and is in process
of establishing a mechanism for reporting illegal or unethical behaviour. The Company has
thus formed a vigil mechanism and Whistle blower policy under which the employees are free
to report violations of the applicable laws and regulations and the Code of Conduct.
The reportable matters would be disclosed to the Audit Committee. The Policy is
displayed on the website of the Company www.sswrl.com.
34. SHARES:
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review. b)
Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review. c)
Bonus Shares
No Bonus Shares were issued during the year under review. d) Employees Stock Option
Plan
The Company has not provided any Stock Option Scheme to the employees.
35. DETAILS OF AN APPLICATION MADE FOR PROCEEDING PENDING UNDER INSOLVANCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency Bankruptcy Code, 2016.
36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
During the year under review, there has been no one-time settlement of Loans taken from
Banks and Financial Institutions.
37. INDUSTRIAL RELATIONS:
Industrial Relations remained cordial throughout the year under review.
38. ACKNOWLEDGMENTS:
Your Directors sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by the employees at all levels. Your Directors also wish to place on
record their gratitude to the shareholders for their continued support and confidence.
|
For and on behalf of the Board of Directors |
|
For Shree Steel Wire Ropes Limited |
| Sd/- |
sd/- |
| Ashish L. Sajnani |
Anil L. Sajnani |
| Whole Time Director |
Managing Director |
| DIN:00262225 |
DIN:00014257 |
| Date: 11/08/2023 |
|
| Place: Mumbai |
|
+91-9892691696
