Chase Bright Steel Ltd Directors Report.

Dear Members,

Your Directors have pleasure in submitting their Sixtieth Annual Report and Statement of Accounts for the year ended 31st March, 2020.

Financial Summary of the Company

The Companys financial performance for the year ended March 31, 2020 is summarised below.

Particular 2019-20 (?) 2018-19 (?)
Profit / (Loss) for the year before tax (3,08,83,953) 1,69,78,099
Less: Provision for taxes - 20,00,000
Less: Income Tax Adjustments - -
Less: Deferred tax / (Assets) (net) (73,35,637) 4,06,279
Add: Income Tax Refund -

-

Profit/(Loss) for the year after tax (2,35,48,316) 1,45,71,820

Brief Description of the companys working

With the challenging economic condition & financial constrains in the previous year, the company is now downsizing its operation and looking to focus more on value added products with limited work force and smaller area on rent.

Due to the ongoing worldwide pandemic, outlook for this year looks extremely bleak and margin will continue to be under pressure.

We have surrendered the tenancy of the Factory Building on which we were carrying out the manufacturing operations of the Company, for commercial reasons. Further the company will be shifting its operations to another factory building in Navi Mumbai. The operations of the company will resume at the new premises from the third week of October, 2020. Besides, our operations for the quarter were also affected due to disruptions caused by Covid-19 and local lockdowns. The operations of the company will continue being impacted due to the same.

Dividend

The Directors do not recommend any dividend for the year in the absence of eligible profit required for distribution in terms of provisions of Section 123 of the Companies Act, 2013.

Transfer to Reserves

In view of past losses incurred by the Company during the year, no amount has been transferred to the General Reserve.

Presentation of Financial Statements:

The financial statements for the year ended 31st March, 2020 are prepared in due compliance of the Schedule III of the Companies Act, 2013.

Cash Flow Statement:

A Cash Flow Statement for the year 2019-20 is included in the annexed Statement of Accounts.

Extract of the Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 and Rules framed thereunder, an extract of the annual return as on 31st March, 2020 in the prescribed Form No. MGT-9 is annexed to this Boards Report - Annexure-I

Public Deposits

The Company had no unpaid /unclaimed deposits as on 31st March, 2020. It has not accepted any fixed deposits during the year.

Auditor & Audit Report Statutory Auditors

The Statutory Auditors of the Company M/s Mahendra Kumbhat & Associates, Chartered Accountants, have been re-appointed in the last Annual General Meeting for a period of five years upto the conclusion of the 64th Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

No frauds were reported by auditors under Section 143 (12) of the Companies Act, 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 the company were not covered for the cost audit and consequently the company had not appointed Cost Auditor for the financial year 2019-20.

Secretarial Audit

In accordance with the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Leena Agrawal & Co., Practising Company Secretaries (Mem No. 6607, CP No. 7030), Mumbai, to undertake the Secretarial Audit of the company. The Secretarial Audit report for the year 2019-20 in the prescribed form MR-3 is annexed herewith as Annexure-II The report does contain any qualification. Further, as stipulated pursuant to SEBI Circular dated 8 February 2019, annual secretarial compliance report of Leena Agrawal, confirming compliance by company of all applicable SEBI Regulations/Circulars/Guidelines during the financial year ended 31 March 2020, is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

Details of Subsidiary / Joint Ventures / Associates

The Company does not have any subsidiary/ Joint Venture or Associate and hence no disclosure is applicable.

Significant and Material Orders passed by the Regulators or Courts

No material orders were passed by any Regulators or Courts or Tribunals during the financial year under review impacting the going concern status of the companys operations.

Internal Financial Controls

The company has in place adequate internal financial controls along with periodical internal review of operational effectiveness and substance which are commensurate with the nature of its business and the size and complexity of its operations. The Internal financial controls were tested and no reportable material weakness in the design-or operation was observed.

Share Capital

The paid up Equity Share Capital as at March 31, 2020 stood at ? 1,67,50,000/- During the year under review, the company has not issued shares with differential voting rights and has not granted any stock option or sweat equity.

Corporate Governance Report

The Company is falling under criteria 1.a. of the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014, and its paid-up capital is much below Rs. 10 crores and its net worth is also much below Rs. 25 crores and hence Corporate Governance report is not applicable to the Company.

Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014

Conservation of energy During the year under review, the company maintained power factor to unit throughout the year resulting in getting maximum rebate in electricity bills.
Technology absorption No expenditure is incurred by the Company attributable to Technology absorption during the year.
Expenditure on Research & Development No expenditure is incurred by the Company attributable to Research & Development during the year.
Foreign exchange earnings and Outgo During the year under review FOB value of export to manufactured goods ? 156.84 lacs.

Particulars of Contracts or arrangements 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 an arms length basis. During the year, the company had not entered in to 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.

Your Directors draw attention of the members to Note No. 34 Part n to the financial statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealings with related party transactions as approved by the Board may be accessed on the Companys website.

Particulars of Loans, Guarantees or Investments by Company

There were no loans or guarantees given or investments made by your company during the financial year 2019-20.

Number of Meetings of the Board

The Board met 4 times during the financial year 2019-20 on 29.05.2019, 09.08.2019, 07.11.2019 and 10.02.2020. The intervening gap between the Meetings was within the period prescribed under the Companies Act,

2013.

Details of Directors and Key Managerial Personnel who were appointed and resigned during the year

Appointment of Directors

1. Mrs. Manju Devi Jajodia, who retires by rotation at the ensuing Annual General Meeting under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

2. Mr. Avinash Jajodia is being re-appointed as the Chairman and Managing Director of the Company for a period of 3 years w.e.f. 12.06.2020 in the ensuing Annual General Meeting in accordance with section 196 of the Companies Act, 2013.

Directors Responsibility Statement

As required by sub-section (5) of Section 134 of the Companies Act, 2013, the Directors state that-

a) In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the year ended as on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have 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 have devised proper systems to ensure compliance with all applicable laws and that such systems are adequate and operating effectively.

Directors

Statement on Declaration given by Independent Directors:

All the Independent Directors have submitted declarations to the company to the effect that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulation.

The Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with the Company, nature of the industry in which the Company operates, business operations of the Company etc. The said Policy may be accessed on the Companys website at the www.chasebright.com

Policy on Directors appointment and Remuneration Policy.

The Board on recommendation of Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy is also

available on the website of Company i.e. www.chasebright.com

Board evaluation

Annual evaluation of the Board , Committees and individual Directors Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 (4) of the listing Regulations , the Board of Directors has approved the criteria for performance evaluation of all Directors, the Committees of Directors and the Board as a whole, on the Recommendation of the Nomination and Remuneration Committee of the Company. An annual performance evaluation of all Directors, the Committee of Directors and the Board as a whole was carried out during year. For the purpose of carrying out performance evaluation, assessment questionnaires were circulated to all Directors and their feedback was obtained and recorded.

Committees of the Board

The Board of Directors have constituted following committees in order to effectively cater its duties towards diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Audit Committee;

Nomination and Remuneration Committee;

Share Transfer Committee;

Stakeholder Relationship Committee

Employee Strength

The total number of employees on the rolls of the company was 70 (which includes 39 Workers, 29 Staff), and Chairman & Managing Director and Whole Time Director as on March 31, 2020.

Industrial Relations

Industrial relations at the Companys plants continue to be cordial.

Ratio of the Remuneration of each Director to the Median Employees Remuneration (Section 197 (12)

Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in Annexure-III to the Boards Report.

Disclosure as per the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in a policy against sexual harassment which has also found its place in the governing Code of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints. During the year under review there were no complaints of sexual harassment at any of the units.

Vigil Mechanism /Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, Employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguard against victimisation of the employees who avail the mechanism and also provides for direct access to the chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at the www.chasebright.com