Directors Report
Dear Shareowners,
Your Directors have pleasure in presenting their 29th Annual Report of the Company
together with the Audited Financial Statements for the financial year ended March 31,
2016.
Financial Results:
The Companys financial performances for the year under review along with previous year
figures are given hereunder:
|
|
(Rs. in Lacs) |
| Particulars |
FY 2015-16 |
FY 2014-15 |
| Total Income |
220.38 |
296.88 |
| Profit / (Loss) before depreciation / amortization |
11830.98 |
(2364.96) |
| Less: Depreciation |
2986.19 |
2993.75 |
| Less: Amortization (including Goodwill) |
987.19 |
1126.47 |
| Profit / (Loss) before tax |
(7857.60) |
(6485.18) |
| Less: Provision for taxation |
- |
1.11 |
| Profit / (Loss) after tax |
(7857.60) |
(6486.29) |
| Less: Prior Period Expense / (Income) |
0.73 |
9.88 |
| Less: Minority Interest |
- |
- |
| Profit available for appropriation |
(7858.33) |
(6496.17) |
| Appropriations: |
|
|
| Transfer to General Reserve |
- |
- |
| Proposed Dividend |
- |
- |
| Tax on Dividend |
- |
- |
| Balance carried to Balance Sheet |
(7858.33) |
(6496.17) |
Review of Performance & Management discussion and Analysis
In accordance with the requirements of the Listing Regulations, a consolidated
Financial Statement of the Company is also included in this Annual Report comprising
Wholly owned subsidiary companies - Resurgere Sponge Iron Limited, Resurgere Ferro Alloys
Limited, Resurgere Industries Limited, Resurgere International FZE - a 100% non-integral
foreign subsidiary and 70% proportionate interest in the jointly controlled entity i.e.
Resurgere Coal India LLP. The Management Discussion and Analysis Report for the year under
review is presented in a separate section forming part of this Annual Report.
The total net sales are decreased by Rs. 76.50 lacs from Rs. 296.88 Lacs last year to
Rs. 220.38 Lacs this year. The company has incurred a loss of Rs. 7,858.33 Lacs during the
current financial year under review.
Dividend
No Dividend was declared for the current financial year due to loss incurred by the
Company.
Debentures
During the year under review, the Company has not issued / redeemed any kind of
Debentures.
Transfer carried to Reserves
The Company has not transferred any amount to the Reserve account during the period
under review.
Subsidiaries / Associates / Joint Venture Companies
As on March 31, 2016, your company has four subsidiary companies, namely:
1. M/s Resurgere Ferro Alloys Limited
2. M/s Resurgere Industries Limited
3. M/s Resurgere Sponge Iron Limited
4. Resurgere International FZE
The above companies are wholly owned subsidiaries of the company as on 31st March,
2016. The accounts of these subsidiaries have been prepared for the financial year ending
31st March, 2016. In addition to the above, your company has one limited liability
partnership namely "Resurgere Coal India LLP" with a 70% stake. All the
subsidiaries are non-material and non-listed subsidiary companies as defined under Listing
Regulations.
Pursuant to the provision of section 129 (3) of the Companies Act, 2013 read with Rule
5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of
the financial statements of the Companys subsidiaries, Associates and Joint Ventures (in
form AOC-1) is attached to the financial statements as Annexure "A".
The Company will make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be interested in
obtaining the same. The annual accounts of the subsidiary companies will also be kept open
for inspection at the Registered Office of the Company and that of the respective
subsidiary companies. The Consolidated Financial Statements presented by the Company also
includes the financial results of its subsidiary companies.
The Company has sold its entire equity holding in its subsidiary namely Warana Minerals
Pvt. Ltd. during the year under review under the direction of Honble Bombay High Court.
As such Warana Minerals Pvt. Ltd. is no more a subsidiary of the company. However, the
company continues to hold the preference share capital in Warana Minerals Pvt. Ltd.
During the year under review, company has initiated process of closure of its
subsidiary companies /LLP i.e. Resurgere Ferro Alloys Ltd, Resurgere Industries Ltd,
Resurgere Sponge Iron Ltd, Resurgere Coal India LLP, as these companies/LLP are
non-operational. In view of the mounting losses of the company, the projects/plans of the
company could not be implemented. In view of this the companys consolidated results
consists of Resurgere Ferro Alloys Ltd., Resurgere Sponge Iron Ltd., Resurgere Industries
Ltd - 100% subsidiaries, Resurgere International FZE - 100% non-integral foreign
subsidiary together comprises "Group" and 70% proportionate interest in the
jointly controlled entity i.e. Resurgere Coal India LLP is "JCE". The policy for
determining material subsidiary companies may be accessed on the Companys website at
www.resurgere.in in investor section. For Loan and Investments details, please refer
accounts section of this Annual Report.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial Statements
pursuant to Section 129 (3) of the Companies Act, 2013 and Regulation 34(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
as ‘Listing Regulations). The consolidated financial statements have been prepared
in accordance with the relevant Accounting Standards as prescribed under the Companies
Act, 2013 and by the Institute of Chartered Accountants of India in this regard.
Human Resources Development
Company encourages a culture that develops and empowers people, promotes team building
and nurtures new ideas. The Companys recruitment practice ensures that suitable
candidates with merit are recruited and provided with the right opportunities to grow
within the organization.
Environment and Social Concern
Your Company continues its efforts for the betterment of the environment and
conservation of scarce natural resources.
Depository System
Your Companys equity shares are available for dematerialization through National
Securities Depository Limited and Central Depository Services (India) Limited. As of 31st
March, 2016, 99.61% of the Companys total paid-up equity representing 198,102,301 equity
shares of your Company were held in demat form. In view of the numerous advantages offered
by the Depository system, members holding shares in physical mode are advised to avail of
the facility of dematerialization from either of the depositories.
Shares
During the financial year under review, Company has not announced any Sweat Equity,
Bonus Shares, Employees Stock Option Scheme, Split, Consolidation, Buy-back and further
issue of its shares.
Shares in suspense account
No equity share of the Company was in suspense account as on March 31, 2016.
Corporate Governance Report and Management Discussion and Analysis Statement
A report on Corporate Governance is attached to this Report and also a Management
Discussion and Analysis Statement. The Chairman and Managing Directors declaration
regarding compliance with Companys Code of Conduct for Directors and Senior Management
personnel forms part of report on Corporate Governance. The certificate from M/s R. N.
Gupta & Co., Practicing Company Secretary on compliance of Corporate Governance norms
as stipulated in Listing Regulations is included in this annual report.
Directors & Key Managerial Personnel
As on March 31, 2016, the Board of Directors comprised of 4 Directors. Out of the 4
Directors, 3 are Non-Executive Directors and 1 Managing Director. The Non-Executive
Directors are also Independent Directors. The composition of the Board is in conformity
with the provisions of the Act and Regulation 17 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
During the year, the non-executive directors of the company had no pecuniary
relationship or transactions with the company, other than the sitting fees and
reimbursement of expenses incurred by them for the company.
During the financial year under review, there is no change in the composition of the
Board of Directors of the Company.
The company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence
laid down in section 149(6) of the Companies Act, 2013 and the Listing Regulations.
In accordance with the relevant provisions of the Act, Mr. Subhash Sharma, Chairman and
Managing Director of the Company retires by rotation at the ensuing Annual General Meeting
and are eligible for re-appointment. The Board recommends his re-appointment at the
ensuing Annual General Meeting.
During the year under review, there was no change in the Key Managerial Personnel of
the Company.
The Company has devised a policy for performance evaluation of the individual
directors, board and its Committees, which includes criteria for performance evaluation.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board to the best of their knowledge and ability, hereby submit its responsibility
Statement that:—
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 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 are operating
effectively, and
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Statutory Auditors
At the Annual General Meeting held on September 30, 2015, M/s Ranjana Vandana &
Co., Chartered Accountants, (ICAI Firm Registration No. 008961C) were reappointed as
statutory auditors of the Company to hold office till the conclusion of the thirty third
AGM to be held in the year 2020. In terms of the first proviso to section 139 of the
Companies Act, 2013, the appointment of the auditors shall be placed for ratification at
every Annual General Meeting of the Company. Accordingly, the appointment of M/s Ranjana
Vandana & Co., Chartered Accountants, as statutory auditors of the company, is placed
for ratification by the shareholders. Shareholders are requested to consider and rectify
the same.
The Company has received confirmation from M/s Ranjana Vandana & Co. to the effect
that their appointment if ratified, would be within the prescribed limits under Section
139 of the Companies Act, 2013 and that they are not disqualified for such ratification of
the appointment within the meaning of Section 141 of the Companies Act, 2013. The Board
recommends the ratification of appointment of M/s Ranjana Vandana & Co., as statutory
auditors of the company at the ensuing Annual General Meeting.
Statutory Auditors Report
The Notes forming part of Accounts, which are specifically referred to by the auditors
in their report are self-explanatory except one qualify opinion of which management
explanation is given below:
Management explanation: Companys mining approval from the Government is pending and
there is no turnover since last three years in the Company except negligible turnover from
the soapstone mine of the company situated at Udaipur (Rajasthan). So, there are no
movement in the Trade Payable, Creditor for Capital Goods, Capital work in progress,
Inventories, Trade Receivables, Inter Corporate deposits and Mine Deposits. Company is in
process for confirmation and reconciliation with the parties.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed Mr. R. N. Gupta, practicing Company Secretary to conduct
secretarial audit of the Company for the financial year 2015-2016.
The Secretarial Audit Report is annexed herewith as Annexure "B". The
Secretarial Audit report does not contain any qualification, reservation or adverse remark
except on default in the repayment of secured / unsecured loan and interest thereon to the
Banks continued during the period under review.
Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Companys products
/business for the financial year 2015-16.
Vigil Mechanism
As per the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with
rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22
of the Listing Regulations, the Company has established an effective Vigil Mechanism for
Directors and employees to report genuine concerns and the Board of Directors had approved
the Policy on Vigil Mechanism / Whistle Blower.
The Company has a Whistle-blower Policy in place to report concerns about unethical
behaviour, actual suspected frauds and violation of Companys Code of Conduct. The Policy
provides for adequate safeguards against victimisation of persons who avail the same and
provides for direct access to the Chairperson of the Audit Committee. The Audit Committee
of the Company oversees the implementation of the Whistle-Blower Policy.
Your Company hereby affirms that no Director / employee have been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
Internal Control System
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
The Internal Auditor together with external audit consultants review the effectiveness
and efficiency of these systems and procedures to ensure that all assets are protected
against loss and that the financial and operational information is accurate and complete
in all respects. The Audit Committee of the Board of Directors approves and reviews audit
plans for the year based on internal risk assessment. All these measures facilitate timely
detection of any irregularities and early remedial steps.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143 (12) of the Companies Act, 2013.
Policy relating to Directors Appointment, Payment of Remuneration and Discharge of
their Duties
The Company has in place a Nomination and Remuneration committee in accordance with the
requirements of the Companies Act, 2013 read with the rules made there under and
Regulation 19 of the Listing Regulations. The details relating to the same is available on
our website (www.resurgere.in). There has been no change in the policy since the last
fiscal year. We affirm that the remuneration paid to the directors is as per the terms
laid out in the nomination and remuneration policy.
The committee has formulated a policy on Directors appointment and remuneration
including recommendation of remuneration of the key managerial personnel and other
employees, board diversity, composition and the criteria for determining qualifications,
positive attributes and independence of a Director.
Particulars of loans, guarantees, security or investments etc.
Loans, guarantees and investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
Contracts or Arrangements with Related Parties
The Related Party Transactions that were entered during the financial year were on the
Arms Length Basis and were in the ordinary course of business. During the period under
review there were no Related Party Transactions (RPTs) entered into by the Company during
the financial year, which attracts the provisions of section 188 of the Companies Act,
2013.
There were no materially significant transactions with the Companys Promoters,
Directors, Key Managerial Personnel, Management, other designated persons or their
Relatives which could have a potential conflict with the interests of the company.
Transactions with related parties entered by the Company in the normal course of the
business are periodically placed before the committee for its omnibus approval. There
being no ‘material related party transactions as defined under regulation 23 of
Listing Regulations, there are no details to be disclosed in Form AOC-2 in that regard.
During the year 2015-16, pursuant to section 177 of the Companies Act, 2013 and regulation
23 of Listing Regulations, all RPTs were placed before the Audit Committee for its
approval.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the company and its related
parties, in compliance with the applicable provisions of the Companies Act , 2013, the
Rules made there under and the Listing Regulations.
Extract of Annual Return
As per the provisions of Section 92 (3) of the Companies Act, 2013, an extract of the
Annual Return in form MGT 9 is annexed as Annexure "C" to this Report.
Number of Board meetings conducted during the year under review
The Board met 4 times during the financial year, the details of which given in the
Corporate Governance report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013 and
Listing Regulations. One meeting of Independent Directors was also held during the year
under review.
Committees of the Board
There are currently 4 (Four) Statutory committees of the Board, as follows:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee.
4. Corporate Social Responsibility Committee
Details of all the Committees along with their terms of reference, composition and
meetings of each Committee held during the financial year, are provided in the Corporate
Governance Report, annexed to the Annual Report.
Performance Evaluation of the Board
The Nomination & Remuneration Committee and the Board have laid down the manner in
which formal annual evaluation of the performance of the Board, Committee and Individual
Directors has to be made.
The Individual Directors respondes on the performance of the Board, Committee (s),
Directors and Chairman were analyzed to arrive at unbiased conclusions.
Pledge of Shares
As on 31st March, 2016, 30,00,000 equity shares of Rs. 10/- each were pledged from the
promoter and promoter group holding in the Company.
Transfer to Investor Education Protection Fund (IEPF)
During the year Initial Public Issue refund amount of Rs. 1640/- which were remained
unpaid / unclaimed for a period of seven years and which were transferred by the company
on October 14, 2015 to the Investor Education and Protection Fund established by the
Central Government for the purpose under Companies Act, 2013.
Information relating to outstanding sale proceed from fractional shares on
consolidation of equity shares of the Company and the dates by which they need to be
transferred to IEPF account are as below:
| Financial year |
Date of allotment |
Purpose / source |
Last Date for claiming unpaid/unclaimed amount |
| 2012-13 |
15th June, 2012 |
Sale proceed from fractional shares on consolidation of equity shares from Re. 1/- to
Rs. 10/- each |
14th July, 2019 |
Fixed Deposits
The Company has not accepted any fixed deposits and as such, no amount on account of
principal or interest on fixed deposits was outstanding as on the date of the balance
sheet.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review, there are no significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
Risk Management Policy
The Company has devised and implemented a mechanism for risk management and has
developed a Risk Management Policy.
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility Committee in compliance
with the provisions of Section 135 of the Companies Act 2013, read with the Companies
(Corporate Social Responsibility Policy) Rules 2014. The Board of Directors has formulated
a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company. The CSR Policy may be accessed on the Company website at
www.resurgere.in in investor services.
Details of Corporate Social Responsibility Committees are provided in the Corporate
Governance Report, annexed to the Annual Report.
Prevention of Sexual Harassment Policy
The Company has in place a Prevention of Sexual Harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
During the year 2015-2016, no complaints were received by the Company related to sexual
harassment.
Particulars of employees
In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with
rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement showing the name and other particular of the employees
drawing remuneration in excess of the limits set out in the said Rules are not applicable
on the Company as during the period under review, no employee of the Company was drawing
salary in excess as prescribed limits.
Particulars pursuant to 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) Rules, 2014, is attached as Annexure "D".
Conservation of Energy, Technology Absorption Foreign Exchange Earnings and Outgo
Information as required to be given under Section 134(3)(m) read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 regarding conservation of energy and technology
absorption are not applicable to the Company.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year, nevertheless it will always
strive for and avail export opportunities based on economic considerations in future.
Acknowledgements
The Directors of the Company take this opportunity to express their grateful sincere
appreciation for the cooperation and support received from Companys Shareholders,
Vendors, Financial Institutions, Bankers, Government of India, Department of Mines, State
Governments, Regulatory Bodies, Customers, society and other business constituents during
the year under review. Directors also take on record the appreciation for the
contribution, commitment displayed and hard work of every employee of the Company
resulting in good performance during the year under review.
Cautionary Statement:
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operations include global and domestic market conditions affecting
cost as well as the selling prices of the services, changes in government regulations, tax
laws, economic developments within the country and other factors such as litigation and
industrial relations.
|
On Behalf of the Board of Directors, |
| Place: Mumbai |
Mr. Subhash Sharma |
| Date: 11th November, 2016 |
Chairman & Managing Director |
|
(DIN: 01593435) |
+91-9892691696
