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Your directors have pleasure in presenting their 27th Annual Report together with the financial statements for the year ended 31st March 2017.
The financial highlights for the year under review are as follows:
|Particulars||Year Ended 31.03.2017||Year Ended 31.03.2016|
|Sales - Gross||2,519,747,504||3,003,267,454|
|Profit after Interest & Depreciation||13,003,235||61,231,683|
|Provision for Tax||10,424,739||10,424,739|
|Profit after Tax||2,918,349||47,303,603|
|Add: Taxation Adjustments of Previous Years||-||-|
|Add: Balance of Profit brought from previous year||(2,545,303)||(2,545,303)|
|Profit available for Appropriation||2,918,349||47,303,603|
|Equity Dividend Proposed (Final)||-||-|
|Dividend Distribution Tax (Final)||-||-|
|Transfer to General Reserve||-||-|
|Balance Carried Forward||2,918,349||47,303,603|
Your Company is engaged in manufacture and supply of Iron & Steel products. The financial year 2016-17 remained challenging for the Company in achieving production and sales volume. The companys branded steel products which are most vibrant, relevant and preferred by most customers for quality at competitive prices and effective management helped the company to perform well even at the challenging market conditions.
During the year, the turnover was Rs. 2,519,747,504/- as against Rs. 3,003,267,454/- for the previous year. The profit before tax of was Rs.13,003,235 /- as against Rs. 61,231,683/- for the previous year.
The Board of Directors has not recommended any dividend for the financial year. (Previous year: NIL).
Consolidated Financial Results:
The preparation and presentation of Consolidated Financial Statements does not arise as the Company disposed its shareholding in its associate- Gita Renewable Energy Limited to the extent of 7% from 26% to 19% during the year.
Gita Renewable Energy Limited is no longer an associate of the company, since the Company has disposed off 7% of its shareholding from 26% to 19% as required by the Electricity Rules 2005.
Your Company has not transferred profit to the General Reserve for the financial year ended 31st March 2017.
Management Discussion & Analysis:
A detailed analysis of performance of the Industry and the Company is provided in the Management Discussion and Analysis Report as Annexure I, which forms an integral part of this report.
Directors Responsibility Statement:
In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms 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 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 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 operating effectively.
Meetings of the Board:
Six Board Meetings were held during the financial year and the details of which are available in Report on Corporate Governance as Annexure IIB, which forms an integral part of this Report
Directors and KMP:
Mr. M.K. Madhavan resigned as Company Secretary and Mr. R. Balaji Ravigopal was appointed as Company Secretary, effective from 2nd July 2016
Mr. Ravi Kumar Gupta resigned as Chairman and Managing Director of the Company. Mr. Kanishk Gupta was appointed as Chairman and Managing Director by change of designation from Director to Chairman and Managing Director, effective from 24th October 2016.
Mr. K. Selvakumar, Independent Director retires with the conclusion of the ensuing AGM. The Board of Directors places on record their great appreciation and thanks to Mr. Ravi Kumar Gupta and Mr. K. Selvakumar for their services
Declaration by Independent Directors:
All the Independent Directors have given the declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the Rules made thereunder and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015.
Pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended 31st March 2017 along with the Auditors Certificate on Compliance is enclosed as Annexure II and is forming part of this Report
The Board of Directors has an audit committee and the composition, powers, role and terms of reference of the Audit Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18 and 21 read with Part C of Schedule II of SEBI (LODR) Regulations, 2015.
The details of Audit Committee along with the details of the Meetings held during the financial year are given in the Corporate Governance Report that forms part of this Report.
Particulars of employees and related disclosures:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Sub rules(1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement is enclosed in Annexure III.
Auditors and Auditors Report:
The office of Auditors held by M/s. Chaturvedi & Company, Chartered Accountants, ends with the conclusion of the 27th Annual General Meeting. The appointment of new Auditors will be proposed at the ensuing AGM.
There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise.
The Board appointed M/s. Vivekanandan & Unni Associates, Cost Accountants, as Cost Auditors for the financial year 2017-18 to carry out the cost audit of Companys records and fixed a remuneration of Rs.60,000/-, subject to members approval.
Particulars of loans, guarantees or investments by the company:
The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are given in the Notes to the Financial Statements.
Related Party Transactions:
The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to the provisions of Regulation 23 (2) of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee and Risk Management Committee was sought for entering into the Related Party Transactions.
During the financial year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material in terms of Regulation 23 of the SEBI (LODR) Regulations, 2015. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed in the notes to the Financial Statements.
Particulars of contracts or arrangements with related parties:
There were no materially significant transactions with Related Parties during the financial year 2016-17 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.
The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on Material RPTs. Particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 as Annexure IV.
Conservation of Energy, Technology absorption and Foreign Exchange Earnings & Outgo:
Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure V forming part of this Report.
Code of conduct:
The Board has formulated a Code of Conduct for Directors and Senior Management Personnel of the Company. A Declaration affirming on the compliance of Code of Conduct is provided in Annexure VI.
Adequacy of Internal Financial Controls:
The company has formulated as Internal controls policy. In the opinion of Board, It is adequate to mitigate risks and provided reasonable assurance that operations/transactions are efficient and assets are Safeguarded.
Material Changes and Commitments:
There were no material changes and commitments affecting the financial position of the Company between the end of financial year i.e., 31st March, 2017) and the date of the Report i.e., 29th May 2017).
The details forming part of the extract of the Annual Return in form MGT-9 is enclosed and marked as Annexure VII.
The Remuneration policy of the Company comprising appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report.
Pursuant to the provisions of Section 204 of the Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.S.Dhanapal & Associates, a firm of Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the Financial Year 2016-17.
There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise
The Secretarial Audit Report is given as Annexure VIII forming part of this Report.
Vigil Mechanism/Whistle Blower Policy:
The company has established a vigil mechanism for directors and employees to report genuine concerns pursuant to section 177 of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and SEBI(LODR) Regulations, 2015.
Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
Significant and material orders impacting the company:
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.
The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors were carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.
Corporate Social Responsibility (CSR):
The company is not covered under section 135 of the Companies Act,2013 and formulation of CSR policy and constitution of a CSR committee did not arise.
Anti- Sexual Harassment Policy:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the financial year 2016-17.
Mr. Kanishk Gupta, Chairman and Managing Director and Mr.Vishal Keyal, Whole-time Director and Chief Financial Officer given their certification to the Board in terms of under the SEBI (LODR) Regulations, 2015.
Your directors place on record a great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental to achieve profitability and stability of the Company for the financial year. Your directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TANGEDCO, State Bank of India, Corporation Bank, the Customers, Shareholders and all other stakeholders for continuing support and encouragement during the financial year and expect the same in future also.
|For and on behalf of the Board of Directors,|
|Date: 29th May 2017||KANISHK GUPTA|
|Place: Chennai||Chairman & Managing Director.|