Shri Bajrang Alliance Ltd Directors Report.
(Pursuant to the provisions of Sub Section (3) of Section 134 of the Companies Act, 2013)
The Members of
SHRI BAJRANG ALLOYS LIMITED
Your Directors take pleasure in presenting the 29th Annual Report on the business and operations of your Company along with Audited Standalone and Consolidated Financial Statements and Auditors Report thereon for the financial year ended on March 31st, 2019.
The summarized financial results and state of Companys affairs for the year ended on March 31st, 2019 are as under:
FINANCIAL HIGHLIGHTS (Rs.ln Lakhs)
|Financial Year ended 31.03.2019||Financial Year ended 31.03.2018||Financial Year ended 31.03.2019||Financial Year ended 31.03.2018|
|Total Turnover & Other Receipts||15700.06||10280.14||15700.90||10280.70|
|Profit before Interest, Depreciation, Tax and Amortization (EBIDTA)||492.00||450.97||492.19||451.14|
|Depreciation and amortization expenses||71.15||74.34||71.15||74.34|
|Profit/(Loss) Before Taxation||141.39||164.82||141.58||164.99|
|Add: Share of Profit/(Loss) of Associates & Joint Ventures (after tax)||-||-||1678.38||789.59|
|Taxation (including deferred Tax)||(2.38)||47.26||(2.33)||47.31|
|Profit/(Loss) after Taxation (PAT)||143.77||117.56||1822.29||907.27|
|Other Comprehensive Income||3.89||26.41||3.89||26.40|
|Total Comprehensive Income for the period (Comprising Profit/Loss) and Other Comprehensive Period for the period||147.66||143.97||1826.17||933.67|
PERFORMANCE OF THE COMPANY
On a Consolidated basis the Revenue for the current financial year stood at Rs. 15700.90 Lakhs as compared to Rs. 10280.70 Lakhs in the previous year and Profit after Tax stood at Rs. 1822.29 Lakhs during the current financial year as compared to Rs. 907.27 Lakhs in the previous year.
On a Standalone basis the Revenue for the current financial year stood at Rs. 15700.06 Lakhs as compared to Rs. 10280.14 Lakhs in the previous year and Profit after Tax stood at Rs. 143.77 Lakhs during the current financial year as compared to Rs. 117.56 Lakhs in the previous year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Following material changes and commitments have occurred between the end of financial year to which the financial statements relate and the date of this report and their impact on financial position is not determinable.
i) Acquisition of 100% Equity Shares of Shri Bajrang Agro Processing Limited (Formerly known as Shri Bajrang Steel and Power Limited) on 14.05.2019 CHANGES IN THE NATURE OF THE BUSINESS
There is addition in the business of the Company by incorporating new sub clause (3), (4) and (5) after exiting sub- clause (2) of the Main object of the Company which relates to the business of all kind of food and beverages, dairy product and aluminum products and there is no change in the nature of business of its Subsidiary Company.
In order to conserve the resources, the board of directors has not recommended any dividend for the year ended 31st March, 2019.
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.
SUBSIDIARY AND ASSOCIATE COMPANY
Your Company has one wholly owned subsidiary i.e. "Popular Mercantile Private Limited". There is one associatei.e "Shri Bajrang Power and Ispat Limited" and no joint venture Company as defined under the Companies Act, 2013.
Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of "Popular Mercantile Private Limited"and "Shri Bajrang Power and Ispat Limited"in FORM AOC-1 is annexed as (Annexure "1").
Pursuant to provision of Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of the Subsidiary Popular Mercantile Pvt. Ltd. are available on our website www.sbal.co.in These documents will also be available for inspection during business hours at our registered office in Raipur.
The company has formulated a policy for determining material subsidiaries and the policy is available on the Website of the Company and can be accessed through the following link -
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GURANTEE GIVEN AND SECURITIES PROVIDED
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section 188(2) of the Companies Act, 2013, in the prescribed FORM AOC-2, is appended as (Annexure "2") to the Boards Report.
During the year 2018-19, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, all Related Party Transactions were placed before the Audit Committee for its approval. A statement showing the disclosure of transaction with related parties as required is set out separately in this Annual Report.
The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.sbal.co.in
We have not accepted any deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. The Directors and Key Managerial Personnel of the Company are:
|NAME OF DIRECTORS /KMP||POSITION HELD|
|1. Shri Suresh Goel||Chairman|
|2. Shri Anand Goel||Managing Director|
|3. Shri Narendra Goel||Director|
|4. Shri Vikash Kumar Khedia||Independent Director|
|5. Shri Dinesh Kumar Agarwal||Independent Director|
|6. Smt. Prerna Sinqhal||Independent Women Director|
|7. Shri Archit Goel||Chief Financial Officer|
|8. Shri Nishant Aqrawal||Company Secretary|
Shri Suresh Goel, Shri Anand Goel and Shri Narendra Goel are real brothers in relationship and sons of Late Shri Hariram Goel. Rests all the Directors are unrelated to each other.
Shri Archit Goel is the son of Shri Narendra Goel and hence related to each other.
In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013, Shri Narendra Goel (DIN : 00115883), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from all Independent Director as per Section 149(7) of the Companies Act,2013, stating that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors make the following statements in terms of Section 134(3)(c) & 134(5) of the Companies Act,2013 based on the representations received from the operating management and Chief Financial Officer of the Company:
i. in the preparation of the annual accounts for the financial year ended March 31st,2019, the applicable accounting standards had been followed. There are no material departures in the adoption of prescribed accounting standards;
ii. 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;
iii. the Directors had 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;
iv. they have prepared the annual accounts on a going concern basis;
v. 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;
vi. 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.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 (Seven) times during the financial year 2018-2019, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act,2013.
COMMITTEES OF THE BOARD
The Board has 3 (Three) Committees - the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees consist of majority of Independent Directors. The Composition and terms of reference, details of meetings and other matters has been mentioned in the Corporate Governance Report of this Annual Report.
The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates industrial and organizational capabilities in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passion and commitment has helped the organization reach new heights.
The Company is committed to provide a safe and healthy working environment and therefore recognize safety and health as a key part of our operations.
DISCLOSURE UNDER SEXUAL HARRASMENT ACT
All employees (Permanent, Contractual, Temporary, Training) are covered under this policy. There were no cases which required to be filed with the District Officer by the Internal Complaints Committee under this Act.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the period under review, no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under Section 197 of the Companies Act ,2013 read with Rule 5(2)& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details 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 is appended as (Annexure "3") to the Boards Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence on the Board, and separate its functions of governance and management. As on March 31st, 2019, the Board consists of 6 (six) members, whom are Executive Directors, Non Executive Directors and Independent Directors. The Board periodically evaluates the need for change in its composition and size.
The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, remuneration and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013 is available at the website of the Company at the following link -_ http://www.goelgroup.co.in/sbal_policies.html . We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
EVALUATION OF THE PERFORMANCE OF THE BOARDS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has defined the evaluation criteria for Performance Evaluation of the Board, its Committee and Individual Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of the Directors expressed their satisfaction over the evaluation process.
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Companys operations and business and contribution at Board Meetings
(iii) Details of Familiarization Programme
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.goelgroup.co.in / sbal_policies.html
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available in our website_ http://www.goelgroup.co.in/sbal_policies.html
CORPORATE GOVERNANCE REPORT
As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosure required under the Companies Act, 2013.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
A certificate from the Statutory Auditor of the Company regarding compliance of the condition of Corporate Governance as stipulated Clause E of the Schedule V of the Listing Regulation is enclosed in the Board Report. The auditors certificate for the financial year 2019 does not contain any qualification, reservation or adverse remark.
MANAGEMENTS DISCUSSION AND ANALYSIS
In details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analyzed in the Managements Discussion and Analysis section which form part of this Annual Report.
The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. During the year there are no elements of risk found which in the opinion of the Board may threaten the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in (Annexure "4"), forming part of this Report.
AUDITORS AND AUDITORS REPORT STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act and rules framed thereafter, M/s. SSSD & Co., Chartered Accountants (Firm registration number: 020203C) were appointed as Statutory Auditors of the Company for a term of five consecutive Financial Years from the conclusion of Annual General Meeting held on 26.09.2017 till the conclusion of Annual General Meeting of the Company to be held in the year 2022.
There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors Report on the Financial Statements of the Company of the company for the financial year 2018-19 and hence does not require any explanations or comments by the Board.
M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries, Raipur was appointed to conduct the secretarial audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for financial year 2018-19 forms part of the Annual Report as (Annexure "5") to the Boards report and there are no qualification remarks made by the Secretarial Auditors in their report, hence no explanation is required in this regard.
Pursuant to the provision of Section 148 of the Companies Act,2013 read with the Companies ( Cost record and Audit) Amendment Rules,2014 M/s Sanat Joshi & Associates, Raipur, Cost Accountants was appointed as Cost Auditor of the Company for the financial year 2018-19 and they have offered themselves for re-appointment for the financial year 2019-20.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as provided under sub-section (3) of section 92 of the Companies Act,2013, in the prescribed FORM MGT-9 is appended as (Annexure "6") to the Boards Report and is also placed on the website of the Company and can be accessed at www.sbal.co.in .
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed "Whistle Blower Policy" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companys code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Companys website http://www.goelgroup.co.in/ sbal_policies.html DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal & financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder relating to Corporate Social Responsibility are not applicable to the Company.
Electronic copies of the Annual Report 2018-2019 and Notice of the 29th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018-2019 and the Notice of the 29th Annual General Meeting under Section 101 of the Companies Act, 2013 are send through permitted mode. Members requiring physical copies can send a request to the Company.
Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.
The Company has entered into an arrangement with Central Depository Service (India) Limited (CDSL), the authorised agency for this purpose, to facilitate such e-voting for its members.
CEO & CFO CERTIFICATION
The MD and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II to the SEBI Listing Regulations, 2015.
The Board accord their undying gratitude for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and all other Stakeholders.Your Directors also appreciate and value the contribution and commitment of every employee towards your Companys performance, growth and sustainability. Your Directors look forward to your continuing and valuable support.
FOR AND ON BEHALF OF THE BOARD
SURESH GOEL (CHAIRMAN)