Dear Shareholders,
Your Directors take pleasure in presenting the Fiftieth Annual Report together with the
Audited Annual Accounts of your Company for the year ended March 31, 2019.
(Rs. in 000)
| Financial Results |
F.Y. 2018-19 |
F.Y. 2017-18 |
| Particulars |
Amount |
Amount |
| i. Turnover |
67,67,52 |
53,00,41 |
| ii. Other Income |
20,48 |
94,08 |
| Total Revenue |
67,88,00 |
53,94,49 |
| Total Expenditure |
72,68,32 |
51,92,21 |
| Profit / (Loss) before Interest, Depreciation and Taxation |
(4,80,32) |
(2,02,28) |
| Less: Interest |
(4,35,38) |
(1,19,78) |
| Depreciation |
(30,64) |
(53,04) |
| Profit / (Loss) before Tax and Extra-Ordinary items |
(9,46,34) |
(4,47,90) |
| Prior period Adjustment |
- |
- |
| Extra-ordinary Adjustment |
4,45,03 |
4,45,76 |
| Net Profit / (Loss) after tax |
(5,01,30) |
(2,14) |
| Add : Balance brought forward from previous year |
(98,37,45) |
(98,35,31) |
| Balance carried to Balance Sheet |
(1,03,38,75) |
(98,37,45) |
STATE OF COMPANYS AFFAIRS AND OPERATIONS
During the financial year, the Company has clocked a turnover of Rs. 67.68 crores as
against Rs. 53.00 crores in the financial year 2018-19. There has been increase of almost
27.70% in the turnover of the Company compared to the previous financial year due to some
improvement in the off-take of the products of the Company. The price realization was also
improved in the line with the rise in the cost of production. The Company incurred a loss
of Rs. 501 .30 lakhs against Rs. 2.14 lakhs in the previous year. The Board is hopeful for
better price realization in view of the expected improvement in the demand of the products
as envisaged in the global and domestic market.
There is no change in the business of the Company during the financial year 2018-19.
DIVIDEND
In view of the losses during the year and also carry forward losses of the Company,the
Board of Directors of the Company could not recommended any dividend for the financial
year ended 31st March, 2019.
ISSUE OF SHARES
The Company has not issued any shares during the financial year under review.
DEPOSITS
The Company has not accepted any deposit during the financial year under review.
CONSERVATION OF ENERGY, RESEARCH &
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information related to conservation of Energy, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the
Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in
Annexure - A as attached hereto and forming part of this Report.
CORPORATE GOVERNANCE
Your Company has practiced sound Corporate Governance and takes necessary actions at
appropriate times for enhancing and meeting stakeholders expectations while continuing to
comply with the mandatory provisions of Corporate Governance. Your Company has complied
with the requirements of applicable Regulations of Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by
Securities and Exchange Board of India and as amended from time to time. Your Company has
given its deliberations to provide all the information in the Directors Report and the
Corporate Governance Report as per the requirements of Companies Act, 2013 and Regulations
of Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 entered by the Company with the Stock Exchanges, as a
matter of prudence and good governance.
A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar
Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate
Governance and certification by CEO & CFO are given in Annexure - ‘B,
‘C & ‘D to this report.
CODE OF CONDUCT
The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already
in force and the same has been placed on the Companys website: www.superforgings.net. The
Board Members and Senior Management have affirmed their compliance with the Code and
pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 a declaration signed by the Managing Director
(CEO) to this affect is at Annexure - ‘E.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given as Annexure - ‘F to
this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Appointment and resignation of Directors:
There was no appointment or resignation of Directors during the financial year.
ii) Retirement by Rotation:
Pursuant to the provisions of Section 152(6) and other applicable provisions of the
Companies Act, 2013 and Articles of Association of the Company, Mr. Om Prakash Modi (DIN:
02409153), Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible offered himself for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)
and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation related to material departures;
ii) Appropriate accounting policies have been selected and applied consistently and
judgments and estimates that are reasonable and prudent have been made so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2019 and of
the Loss of the Company for the year ended on 31st March, 2019;
iii) Proper and sufficient care has been taken, to the best of their knowledge and
ability, 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;
iv) The annual accounts have been prepared on a going concern basis;
v) The Directors have laid down internal financial Controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
AUDITORS AND THEIR REPORTS
(i) Statutory Auditor:
The present Statutory Auditors, M/s. Gora & Company, Chartered Accountants, holds
office upto the conclusion of the Annual General Meeting (AGM) to be held for the
financial year 2021-22.
The Notes to Accounts, as referred in the Auditors Report are self-explanatory and
hence does not call for any further explanation.
(ii) Cost Auditor:
Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on
recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee &
Associates (Registration No. 001703), Cost Accountants, as the Cost Auditors of the
Company for the financial year 201920. The Company has received consent and confirmation
of eligibility for their re-appointment as the Cost Auditors of the Company for the
financial year 2019-20.
(iii) Secretarial Auditor:
The Board had appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary, as
the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year
2018-19 under the provisions of section 204 of the Companies Act, 2013. The report of the
Secretarial Auditor is enclosed as Annexure G - MR-3 to this Boards Report.
In respect of the non-payment of listing fees in the last few years, the Board
clarifies that the Company is in the process of getting the listing fees reduced on the
request made to all the stock exchanges viz. BSE, NSE and CSE due to sizable increase in
the listing fees and continued increase in the operational losses of the Company for which
it is unable to cope with payment of increased listing fees. Besides, the Company is fully
adhering to the all other compliances of the listing requirements of aforesaid Stock
Exchanges as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company is hopeful that the stock exchanges would come out with some relaxation
in the quantum of listing fees to be paid by the Company.
The rest of the report is self-explanatory and hence do not call for any further
explanation.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is not falling under the purview of section 135 of the Companies Act, 2013
and the relevant Rules made thereunder is not applicable to the Company for the time
being. Thus, the Board is neither required to constitute the CSR Committee nor has to
comply with any of the provisions thereof.
PERSONNEL
The particulars and information of the employees as required under Section 197(12)of
the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 has been set out as Annexure -H to this Report,
attached hereto.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy. The Policy is gender neutral. During the year under review, no complaints
with allegations of sexual harassment were filed.
COMPANYS WEBSITE
The website of your Company, www.superforgings.net has been designed to present the
Companys businesses up-front on the home page. The site carries a comprehensive database
of information of the Company including the Financial Results of your Company,
Share-holding pattern, Directors& Corporate Profile, details of Board Committees,
Corporate Policies and business activities of your Company. All the mandatory information
and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules
2014 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
has been uploaded.
LISTING OF SECURITIES IN STOCK EXCHANGES
The shares of the Company are presently listed at The Calcutta Stock Exchange Ltd., BSE
Limited and National Stock Exchange of India Limited. The Company is registered with both
NSDL & CDSL for holding the shares in dematerialized form and open for trading. The
Company has paid fees to the depositories.
BSE Ltd. has since compulsorily delisted shares of the Company w.e.f. 4th July, 2018
due to non-payment of outstanding listing fees and extortive re-instatement fees of Rs.
30.00 lakhs and NSE had followed BSE and had compulsorily delisted shares of the Company
w.e.f. 8th August, 2018. The Company has contested the order for delisting of BSE Ltd and
NSE in SEBI Appellate Tribunal (SAT) and the appeal is still pending before SAT.
TRADING OF SECURITIES IN STOCK EXCHANGES
The trading of the shares of the Company are continued to be under suspension in the
National Stock Exchange and Bombay Stock Exchange. The Company has taken up the matter
with the respective stock exchanges for withdrawal of the suspension. The Company is
hopeful for positive outcome in this matter.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company
has already adopted the Code of Conduct for prevention of Insider Trading and the same is
also placed on the Companys website: www.superforgings.net. Further, in accordance with
the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Board of Directors of the Company at their meeting in the previous financial year has
approved and adopted the code of practices and procedure for fair disclosure of
Un-published Price Sensitive Information and formulated the code of conduct of the
Company.
DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT / SEBI (LODR) REGULATIONS,
2015:
i) Related Party Transactions:
All transaction entered with related parties during the f.y. 2018-19 were on arms
length basis and were in the ordinary course of business and provisions of Section 188(1)
are not attracted. There have been no materially significant related party transactions
with the Companys Promoters, Directors and others as defined in section 2(76) of the
Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 which may have potential conflict of interest with the
Company at large. Accordingly, disclosure in Form AOC 2 is not required.
The necessary disclosures regarding the transactions as required in Form AOC 2 are
given in the notes to accounts. The Company has also formulated a policy on dealing with
the Related Party Transactions and necessary approval of the Audit Committee and Board of
Directors were taken wherever required in accordance with the Policy. The Company has not
entered into any specific contract with related parties.
ii) Number of Board Meetings:
The Board of Directors met 4 (four) times in the financial year 2018-19. The Details of
the Board meeting and attendance of the Directors are provided in the Corporate Governance
Report, attached as Annexure to this Boards Report.
iii) Composition of Audit Committee:
The Audit Committee under the Chairmanship of Mr. P. Bandyopadhyay in place. Complete
details of the Committee are given in the Corporate Governance Report, attached as
Annexure to this Boards Report.
iv) Extracts of Annual Return:
The details forming part of the extract of the Annual Return as provided under section
92(3) of the Companies Act, 2013 is enclosed as Annexure - I - MGT-9.
It is also placed in the website of the Company at www. superforgings.net.
v) Risk Analysis:
The Company has in place a mechanism to inform the Board members about the Risk
assessment and mitigation plans and periodical reviews to ensure that the critical risks
are controlled by the executive management.
vi) Internal Financial Control :
The Company has in place adequate internal financial control as required under section
134(5)(e) of the Act. During the year such controls were tested with reference to
financial statements and no reportable material weakness in the formulation or operations
were observed.
vii) Loans, Guarantees and Investments:
During the year under review, your Company has neither given any loans nor given any
guarantee or provided any security in connection with any loan to any other body corporate
or person and has also not made any investment in other body corporate and the existing
investment is within the overall limit of the amount and within the powers of the
Board as applicable to the Company in terms of section 179 and 186 of the Companies
Act, 2013. The particulars of all such loans, guarantees and investments are entered in
the register maintained by the Company for the purpose.
viii) Post Balance Sheet events:
There are no material changes in commitments affecting the financial position of the
Company occurred since the end of the financial year 2018-19.
ix) Subsidiaries, Associates or Joint Ventures:
Your Company does not have any subsidiaries, associates or joint ventures, during the
year under review.
x) Evaluation of the Boards Performance:
The Nomination and Remuneration Committee of the Board of Directors had laid down the
criteria for evaluation of its own performance, the Directors individually as well as the
evaluation of working of its various Committee(s).
Evaluation Criteria :
| AUTHORITY FOR EVALUATION |
TARGET PERSON FOR EVALUATION |
| Nomination and Remuneration Committee (NRC) |
All Directors (Individually), Board and Committees |
|
a. Non - Independent Directors ( Non- IDs); |
| Independent Directors Meeting (IDs) |
b. Chairperson ( taking into account the views of executive & Nonexecutive
Directors); |
|
c. Board as a Whole ; and |
|
d. Committees of Board. |
| Board of Directors (BOD) |
Independent Directors (excluding participation of the ID being evaluated) |
During the year under review, the Board, in compliance with the Companies Act, 2013 and
applicable Regulations of Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, has continued to adopt 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 evaluation process covering various aspects of the Boards functioning such as
composition of the Board &Committees, experience & competencies, performance of
specific duties & obligations, governance issues etc. A Separate exercise was carried
out to evaluate the performance of individual Directors including the Board, as a whole
and the Chairman, who were evaluated on parameters such as their participation,
contribution at the meetings and otherwise, independent judgments, safeguarding of
minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the NonIndependent Directors were carried out by the Independent
Directors in their separate meeting held on 12th February, 2019.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
xi) Nomination, Remuneration and Evaluation Policy:
The Policy in compliance with the provisions of the Companies Act, 2013 read with the
Rules made therein and the Listing Agreement entered with the stock exchanges (as amended
from time to time) is formulated to provide a framework and set standards. The salient
features of the policy are as follows:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP)
and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a
Director.
The detailed Nomination & Remuneration Policy of the Company is placed on the
Companys website and can be viewed at www.superforgings.net
xii) Vigil Mechanism (Whistle Blower Policy):
Your Company has formulated a Whistle Blower Policy by virtue of which the Directors
and employees of the Company are encouraged to escalate to the level of the Audit
Committee any issue of concerns impacting and compromising with the interest of the
Company and its stakeholders in any way. The Company is committed to adhere to highest
possible standards of ethical, moral and legal business conduct and to open communication
and to provide necessary safeguards for protection of Directors or employees or any other
person who avails the mechanism from reprisals or victimization, for whistle blowing in
good faith.
Details of establishment of the Vigil Mechanism have been uploaded on the Companys
website: www.superforgings. net and also set out in the Corporate Governance Report
attached as Annexure to this Boards Report.
xiii) Cost Records:
As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, your Company is required to
maintain cost records and accordingly, such accounts are made and records have been
maintained.
xiv) Internal Complaint Committee:
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
SECRETARIAL STANDARDS
Secretarial Standards, i.e. SS-1,SS-2 and SS-3 relating to Meetings of the Board of
Directors General Meetings and Dividend, respectively, to the extent as applicable have
been duly followed by the Company.
INDUSTRIAL RELATIONS
The industrial relation during the year 2018-19 had been cordial. The Directors take on
record the dedicated services and significant efforts made by the Officers, Staff and
Workers towards the progress of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There have been no significant & material orders passed by regulators / courts /
tribunals impacting going concern status and Companys operations in future.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their gratitude to the Central
and State Governments, Bankers and Investors for their continuous support, cooperation and
their valuable guidance to the Company and for their trust reposed in the Companys
management. The Directors also commend the continuing commitment and dedication of the
employees at all levels and the Directors look forward to their continued support in
future.
|
For and on behalf of the Board of Directors |
|
For SUPER FORGINGS & STEELS LTD. |
|
sd/- |
|
B.N. Modi |
|
Managing Director |
|
(DIN No. 00064993) |
|
sd/- |
| Date : 13.08.2019 |
Piyush Modi |
| Place: Kolkata |
Executive Director (DIN No. 00071857) |
+91-9892691696
