(Pursuant to the provisions of Sub Section (3) of Section 134 of the
Companies Act, 2013)
To,
The Members of
SHRI BAJRANG ALLIANCE LIMITED (Formerly Shri Bajrang Alloys Limited)
Your Directors take pleasure in presenting the 32nd 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, 2022.
The summarized financial results and state of Companys affairs for the
year ended on March 31st, 2022 are as under:
FINANCIAL HIGHLIGHTS (Rs.In Lakhs)
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
| Financial Year ended 31.03.2022 |
Financial Year ended 31.03.2021 |
Financial Year ended 31.03.2022 |
Financial Year ended 31.03.2021 |
| Total Turnover & Other Receipts |
17261.26 |
21405.77 |
17265.16 |
21409.67 |
| Operating expenses |
16177.02 |
20473.82 |
16178.37 |
20475.23 |
| Profit before Interest, Depreciation, Tax and
Amortization (EBIDTA) |
1084.24 |
931.97 |
1086.79 |
934.46 |
| Finance Cost |
262.48 |
437.70 |
263.25 |
439.12 |
| Depreciation and amortization expenses |
260.14 |
208.03 |
260.14 |
208.03 |
| Profit/(Loss) Before Taxation |
561.62 |
286.24 |
563.40 |
287.31 |
| Add: Share of Profit/(Loss) of Associates
& Joint Ventures (after tax) |
- |
- |
6827.18 |
2860.38 |
| Taxation (including deferred Tax) |
305.88 |
68.70 |
306.34 |
69.00 |
| Profit/(Loss) after Taxation (PAT) |
378.33 |
217.54 |
7206.82 |
3078.69 |
| Other Comprehensive Income |
38.08 |
29.82 |
38.08 |
29.82 |
| Total Comprehensive Income for the period
(Comprising Profit/Loss) and Other Comprehensive Period for the period |
416.41 |
247.36 |
7244.91 |
3108.51 |
PERFORMANCE OF THE COMPANY
On a Consolidated basis the Revenue for the current financial year
stood at Rs. 17265.16 Lakhs as compared to Rs. 21409.67 Lakhs in the previous year and
Profit after Tax stood at Rs. 7206.82 Lakhs during the current financial year as compared
to Rs. 3078.69 Lakhs in the previous year.
On a Standalone basis the Revenue for the current financial year stood
at Rs. 17261.26 Lakhs as compared to Rs 21405.77 Lakhs in the previous year and Profit
after Tax stood at Rs. 378.33 Lakhs during the current financial year as compared to Rs.
217.54 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
There are no materials changes and commitments affecting the financial
position of the Company occurred between the 01st April, 2022 and date of this report.
CHANGES IN THE NATURE OF THE BUSINESS
There in no change in the nature of the business of the Company.
DIVIDEND
In order to conserve the resources for the better working of the
Company , the board of directors has not recommended any dividend for the year ended 31st
March, 2022.
RESERVES
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 two wholly owned subsidiaries i.e. "Popular
Mercantile Private Limited" and "Shri Bajrang Agro Processing Limited".
There is one associate i.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" ,"Shri Bajrang Agro Processing 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 Subsidiaries Popular Mercantile
Private Limited and Shri Bajrang Agro Processing Limited are available on our website
www.sbal.co.in.
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 - http://www.goelgroup.co.in/sbal policies.html
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GURANTEE GIVEN AND
SECURITIES PROVIDED
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 form part of the notes to the
Financial Statements.
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 2021-22, 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
DEPOSITS
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:
| S.NO |
NAME OF DIRECTORS /KMP |
POSITION HELD |
| 1 |
Shri Narendra Goel |
Chairman and Director |
| 2 |
Shri Anand Goel |
Managing Director |
| 3 |
Shri Archit Goel |
Whole-Time Director and CFO |
| 4 |
Mr. Nishant Agrawal |
Company Secretary |
| 5 |
Shri Rakesh Kumar Mehra |
Independent Director |
| 6 |
Shri Anshul Dave |
Independent Director |
| 7 |
Ms. Niyati Dipak Thaker |
Independent Women Director |
Shri Anand Goel and Shri Narendra Goel are real brothers in
relationship and sons of Late Shri Hariram Goel and Shri Narendra Goel is the father of
Shri Archit Goel and hence related to each other. Rest all the Directors is unrelated 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.
Shri Vikas Kedia due to their pre-occupation resigned from the position
of Independent Director w.e.f. 29.06.2021 and Shri Dinesh Kumar Agarwal , Mrs. Prerna
Singhal due to their pre-occupation resigned from the position of Independent Director
w.e.f. 13.08.2021. Further, pursuant to the Section 149 & 161 and other applicable
provisions of the Companies Act, 2013 and Rules made thereunder and on the recommendation
of Nomination and Remuneration Committee Shri Rakesh Kumar Mehra has been appointed as an
Additional Independent Director on the Board of the Company w.e.f 29.06.2021 and Shri
Anshul Dave and Ms. Niyati Dipak Thaker has been appointed as an Additional Independent
Director on the Board of the Company w.e.f 13.08.2021 and get regularized at Annual
General Meeting held on 28.09.2021.
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.
The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Companys Code of Conduct. Further, the Independent Directors have also
submitted their declaration in compliance with the provision of Rule 6(3) of Companies
(Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of
an Independent Directors name in the data bank of Indian Institute of Corporate Affairs
("IICA") for a period of one year or five years or life time till they continues
to hold the office of an independent director.
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,2022, 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 12 (Twelve) times during the financial year 2021-2022 ,
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.
HUMAN RESOURCES
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 and 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 Companys current policy is to have an appropriate mix of Executive
and Independent Directors to maintain the independence of the Board and separate its
functions of governance and management.
For the purpose of selection of any Director, the Nomination and
Remuneration Committee identifies persons of integrity who possess relevant expertise,
experience and leadership qualities required for the position. The Committee also ensures
that the incumbent fulfils such criteria with regard to qualifications, positive
attributes, independence, age and other criteria as laid down under the Act, Listing
Regulations or other applicable laws. The Board has, on the recommendation of the
Nomination and Remuneration Committee framed a policy on the remuneration of Directors,
Key Managerial Personnel and other Employees as required under sub-section (3) of Section
178 of the Companies Act, 2013. The policy of the Company on directors appointment and
remuneration is uploaded on to the Companys website and available at
http://www.goelgroup.co.in/sbal policies.html.
As on March 31, 2022, the Board of Directors comprised of six members
including one women members, consisting of three Executive Directors and three Independent
Directors. The Board periodically evaluates the need for change in its composition and
size.
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 19
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.
INDEPENDENT DIRECTOR
(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 Company has formulated a comprehensive Code of Conduct for
Prevention of Insider Trading for its designated persons, in compliance with Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended
from time to time. The Directors, officers, designated persons and other connected persons
of the Company are governed by the Code. The Code is also posted on the website of the
company at 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 2021-2022 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.
RISK MANAGEMENT
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.
The Audit Committee and Board of Directors of the Company shall
consider in their respective next meetings, the proposal for reappointment of M/s. SSSD
& Co., Chartered Accountants, Firm Regn. No. 020203C as Statutory Auditors of the
company for the period of second term of five consecutive Financial Years from the
conclusion of ensuing Annual General Meeting to be held in the year 2022 to the conclusion
of Annual General Meeting to be held in the year 2027 after obtaining a certificate from
M/s. SSSD & Co., to the effect that if their appointment is made, the same would be
within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013 and that
they are not disqualified for re-appointment and also satisfies the criteria as mentioned
under Section 141 and they have obtained peer review certificate as required under SEBI
Guidelines for appointment of Statutory Auditors of listed companies.
There are no qualifications, reservations, adverse remarks or
disclaimers in the statutory Auditors Report on the financial statements of the Company
for the Financial Year 2021-22 and hence does not require any explanations or comments by
the Board.
SECRETARIAL AUDITOR
M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries,
Raipur was appointed to conduct the secretarial audit of the Company for the financial
year 2021-22, as required under Section 204 of the Companies Act, 2013 and Rules made
thereunder. The Secretarial Audit Report for financial year 2021-22 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.
COST AUDITOR
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 2021-22 and they have offered themselves for re-appointment for the
financial year 2022-23.
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 .
VIGIL MECHANISM
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.
GREEN INIATIVES
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.
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.
ACKNOWLEDGEMENTS
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
Sd/-
NARENDRA GOEL
(CHAIRMAN)
DIN:00115883
RAIPUR, 31.05.2022
+91-9892691696
