Shree Steel Wire Ropes Ltd Directors Report.

To,

The Members,

Shree Steel Wire Ropes Limited

Your Directors have pleasure in submitting their Twenty Seventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.

1. Financial Results

The Companys financial performance for the year under review along with previous year figures are given hereunder:

For the Year Ended 31st March 2019 (Rs.) For the Year Ended 31st March 2018 (Rs.)
I. Income
II. Revenue from operations (inclusive of Excise Duty & GST) 180,802,837 132,859,784
III. Other income 745,487 2,716,120
Total Income (I + II) 181,548,324 135,575,904
IV. Expenditure
Cost of materials consumed 106,514,094 79,578,247
Excise Duty - 3,054,586
Goods & Service Tax / Sales Tax 27,590,337 19,084,297
Changes in inventories of finished goods
and work-in- progress 703,733 (4,319,139)
Employees benefits expense 20,102,464 14,748,273
Finance costs 144,976 144,379
Other expenses 15,426,730 12,090,014
Total Expenses 170,482,334 124,380,657
V. Profit before Depreciation,
Prior period expense & tax 11,065,990 11,195,247
VI. Prior period expenses

-

(739,267)
Sales Tax Assessment dues- Prior Period
VII. Profit before Depreciation & Tax 11,065,990 10,455,980
Depreciation 1,606,893 1,364,393
IX. Profit before Tax (VII - VIII) 9,459,097 9,091,587
X. Tax Expenses
Current Tax 2,450,000 2,500,000
Prior Period Taxes (20,030) (253,759)
Deferred tax 2,457,791 (26,000)
XI. Profit after Tax (IX - X) 4,571,336 6,871,346

The Company has adopted 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 recognisation 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 Dividend for the financial year 2018-2019.

3. Companys Business Performance

Sales Income (Gross) for the year ended 31st March, 2019 amounted to Rs. 180,802,837/- as against Rs. 132,589,784/- for the previous year.

4. Business Overview

The Company is engaged in manufacturing of Wire Rope, Wire Rope Allied Products and Railway OHE products. The management review is presented separately in the annual report.

5. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. 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 “C” and is attached to this report.

7. Policy developed by the Company on its Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility Committee, though the Company does not fall within the criteria to contribute towards the CSR policy.

8. 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.

9. 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.

10. Related Party Contracts & Arrangements

All related party transactions that were entered into during the financial year were on an 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.

11. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

12. Corporate Governance

As per the Regulation 27(2) of SEBI (SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 and Disclosure Requirements), 2015, it is not mandatory for the Company to attach a separate Corporate Governance report as Annexure to the Boards Report.

13. Corporate Social Responsibility

As per section 135 of the Companies Act, 2013 corporate social responsibility is not applicable to company.

14. 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.

15. Extract of Annual Return

The extract of Annual Return (MGT-9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure -A and is attached to this Report.

As per Rule 8A (1)(a) of Companies (Accounts) Amendment Rules, 2018 the Company shall disclose the Web Address, if any, where Annual Return referred to in Sub-Section (3) of Section 92 of the Companies Act, 2013 has been placed at the Companys Website www.sswrl.com

16. Number of Board Meetings conducted during the year under review

During the financial year 2018-19, Five (5) Board Meetings were held on 30th May, 2018, 14thAugust, 2018, 14th November, 2018, 14th February, 2019 and 28th February, 2019. The Board Meetings were held in compliance with the Companies Act, 2013. The gap between any two meetings did not exceed 120 days.

17. 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; 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 were operating effectively.

18. 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 re-appointed 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.

19. Declaration of Independent Directors

The Independent Directors submitted their disclosures to the Board that they fulfil all 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.

20. 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, view points and feedback taking the Company ahead beyond expectations.

21. Companys policy relating to Directors appointment, payment of remuneration and discharge of their duties

The Board has framed a Policy relating to 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.

22. Directors and Key Managerial Personnel information Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Anil Lachman Sajnanis (DIN: 00014257) re- appointment has been included in the Notice convening the Annual General Meeting of the Company.

23. Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.

A Secretarial Audit Report issued by Ms. Nisha Uchil, Company Secretaries, in Form MR - 3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2019, is furnished and attached to this Report.

24. Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Kailashchand Jain & Co., Chartered Accountants (Registration No. 112318W) are appointed as Statutory Auditors for a period of Five years from the conclusion of 26thAnnual General Meeting held on 29thSeptember, 2018 until the conclusion of 31stAnnual General Meeting of the Company to be held in the year 2023.

The Company has received necessary certificate from Auditors pursuant to Section 139 and 141 of the Companies Act, 2013 regarding their eligibility for appointment.

25. Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the preceding financial year 2017-18 was less than Rupees 35 Crores.

26. Auditors Report

The notes to accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

27. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports

As per the Auditors observation we hereby clarify that we have given Loans and advances only to gain high interest rate and it has been given to the known party, further we are not changing the nature of business.

28. Nomination & Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for 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 exchanges for the year 2018-2019 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 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 M/s K. C. Jain Kala and Co., Chartered Accountants, (Firm Registration No. 112159W) as the Internal Auditors of the Company. 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. 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

34. Acknowledgements

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
For Shree Steel Wire Ropes Limited
Sd/-
Place: Mumbai Mr. MANOJ B. JESWANI
Date: 23rd August, 2019 Chairman & Managing Director