Dear Members,
Your Directors have pleasure in submitting their Sixty Third Annual
Report and Statement of Accounts for the year ended 31st March, 2023.
Financial Summary of the Company
The Company?s financial performance for the year ended March 31,
2023 is summarised below.
| Particular |
2022-23 |
2021-22 |
| Profit / (Loss) for the year before tax |
(2,71,73,776) |
(1,28,31,350) |
| Less: Provision for taxes |
- |
- |
| Less: Income Tax Adjustments |
- |
- |
| Less: Deferred tax / (Assets) (net) |
- |
- |
| Add: Income Tax Refund |
- |
- |
| Profit/(Loss) for the year after tax |
(2,71,73,776) |
(1,28,31,350) |
Brief Description of the company?s working
The company has stopped its manufacturing activities and now focusing
on exporting its products under its brand name by getting it manufacture in other units.
Also the company is focusing on trading and exporting other steel items as well. The Board
of Directors have approved the shifting of its Registered Office from R-237, TTC
Industrial Area, MIDC, Rabale, Navi Mumbai, Maharashtra, 400701, India to Office-D/115
Steel Market, PLOT-514 Steel Chamber, Kalamboli 410218 subject to the approval of the
Shareholders. At present the Company does not have any manufacturing facility of its own
and most of the workers / staff of the Company have left the employment. These conditions
indicate the existence of material uncertainty about the Companys ability to continue as
a going concern, which is dependent on the Company establishing profitable operations and
sustainable cash flows. The Management is in the process of further rationalizing the
expenses, continuously reducing its liabilities and also considering the measures to
generate additional revenue apart from revenue generated during the year. Accordingly, the
Company continues to prepare its accounts on a "Going Concern" basis. The
Auditors in their audit report for the year ended 31st March, 2023 have also given
Emphasis of Matter on the same.
Dividend
The Directors do not recommend any dividend for the year in the absence
of eligible profit required for distribution in terms of provisions of Section 123 of the
Companies Act, 2013.
Transfer to Reserves
In view of past losses incurred by the Company during the year, no
amount has been transferred to the General Reserve.
Presentation of Financial Statements:
The financial statements for the year ended 31st March, 2023 are
prepared in due compliance of the Schedule III of the Companies Act, 2013.
Cash Flow Statement:
A Cash Flow Statement for the year 2022-23 is included in the annexed
Statement of Accounts.
Extract of the Annual Return
Pursuant to the provisions of Section 92 (3) and Section 134(3)(a) of
the Act, and the Companies (Management and Administration) Rules, 2014, the Annual Return
in the Form MGT-7 can be accessed on the website of the Company i.e. www.chasebright.com.
Public Deposits
The Company had no unpaid /unclaimed deposits as on 31st March, 2023.
It has not accepted any fixed deposits during the year.
Auditor & Audit Report Statutory Auditors
The Statutory Auditors of the Company M/s Mahendra Kumbhat &
Associates, Chartered Accountants, have been re-appointed in the Sixtieth Annual General
Meeting for a period of five years upto the conclusion of the 64th Annual
General Meeting of the Company.
The Notes on financial statement referred to in the Auditors?
Report are self explanatory and do not call for any further comments. The Auditors Report
does not contain any qualification, reservation or adverse remark.
No frauds were reported by auditors under Section 143 (12) of the
Companies Act, 2013.
Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and Companies (Cost Records and Audit) Rules, 2014 the company were not covered for the
cost audit and consequently the company had not appointed Cost Auditor for the financial
year 2022-23.
Secretarial Audit
In accordance with the provision of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the company has appointed M/s Leena Agrawal & Co., Practising Company Secretaries (Mem
No. 9096, CP No. 9209), Mumbai, to undertake the Secretarial Audit of the company. The
Secretarial Audit report for the year 2022-23 in the prescribed form MR-3 is annexed
herewith as ‘Annexure-II? The report does contain any qualification.
Details of Subsidiary / Joint Ventures / Associates
The Company does not have any subsidiary/ Joint Venture or Associate
and hence no disclosure is applicable.
Significant and Material Orders passed by the Regulators or Courts
No material orders were passed by any Regulators or Courts or Tribunals
during the financial year under review impacting the going concern status of the
company?s operations.
Internal Financial Controls
The company has in place adequate internal financial controls along
with periodical internal review of operational effectiveness and substance which are
commensurate with the nature of its business and the size and complexity of its
operations. The Internal financial controls were tested and no reportable material
weakness in the design-or operation was observed.
Share Capital
The paid up Equity Share Capital as at March 31, 2023 stood at
1,67,50,000/- During the year under review, the company has not issued shares with
differential voting rights and has not granted any stock option or sweat equity.
Corporate Governance Report
The Company is falling under criteria 1.a. of the SEBI Circular
CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014, and its paid-up capital
is much below Rs. 10 crores and its net worth is also much below Rs. 25 crores and hence
Corporate Governance report is not applicable to the Company.
Details on Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014
| Conservation of energy |
During the year under review, the company maintained power
factor to unit throughout the year resulting in getting maximum rebate in electricity
bills. |
| Technology absorption |
No expenditure is incurred by the Company attributable to
Technology absorption during the year. |
| Expenditure on Research & Development |
No expenditure is incurred by the Company attributable to
Research & Development during the year. |
| Foreign exchange earnings and Outgo |
During the year under review FOB value of export to
manufactured goods Nil lacs. |
Particulars of Contracts or arrangements with Related Parties:
All contracts/ arrangements/ transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arm?s length basis. During the year, the company had not entered in to any contract/
arrangement/ transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to ‘Note No. 30 Part
m? to the financial statement which sets out related party disclosures.
The policy on materiality of related party transactions and dealings
with related party transactions as approved by the Board may be accessed on the
Company?s website.
Particulars of Loans, Guarantees or Investments by Company
There were no loans or guarantees given or investments made by your
company during the financial year 2022-23.
Number of Meetings of the Board
The Board met 4 times during the financial year 2022-23 on 28.05.2022,
13.08.2022, 14.11.2022 and 11.02.2023. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
Details of Directors and Key Managerial Personnel who were appointed
and resigned during the year
No changes in Directors or KMPs during the year.
Directors? Responsibility Statement
As required by sub-section (5) of Section 134 of the Companies Act,
2013, the Directors state that- a) In the preparation of the annual accounts for the year
ended March 31, 2023, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and there are no material departures
from the same; b) The Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the profit of the Company for the year ended as on that date; c) The Directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act 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 were operating effectively. f) The Directors have
devised proper systems to ensure compliance with all applicable laws and that such systems
are adequate and operating effectively.
Directors
Statement on Declaration given by Independent Directors:
All the Independent Directors have submitted declarations to the
company to the effect that they meet the criteria of independence as provided in
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI
Listing Regulation.
The Company has also devised a Policy on Familiarization Program for
Independent Directors which aims to familiarize the Independent Directors with the
Company, nature of the industry in which the Company operates, business operations of the
Company etc.
The said Policy may be accessed on the Company?s website at the
www.chasebright.com
Policy on Directors appointment and Remuneration Policy.
The Board on recommendation of Nomination & Remuneration Committee
has framed a policy for selection and appointment of Directors, Senior Management and
their remuneration. The Policy is also available on the website of Company i.e.
www.chasebright.com
Board evaluation
Annual evaluation of the Board, Committees and individual Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 (4) of the listing
Regulations, the Board of Directors has approved the criteria for performance evaluation
of all Directors, the Committees of Directors and the Board as a whole, on the
Recommendation of the Nomination and Remuneration Committee of the Company. An annual
performance evaluation of all Directors, the Committee of Directors and the Board as a
whole was carried out during year. For the purpose of carrying out performance evaluation,
assessment questionnaires were circulated to all Directors and their feedback was obtained
and recorded.
Committees of the Board
The Board of Directors have constituted following committees in order
to effectively cater its duties towards diversified role under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Audit Committee;
Nomination and Remuneration Committee;
Share Transfer Committee;
Stakeholder Relationship Committee
Employee Strength
The total number of employees on the rolls of the company was 2 (which
includes 0 Workers, 2 Staff), and 1 Chairman & Managing as on March 31, 2023.
Industrial Relations
Industrial relations at the Company?s plants continue to be
cordial.
Ratio of the Remuneration of each Director to the Median Employees
Remuneration (Section 197 (12)
Details pertaining to remuneration 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 are provided in ‘Annexure-III?
to the Board?s Report.
Disclosure as per the Sexual Harassment of Women at work place
(Prevention, Prohibition and Redressal) Act, 2013
The Company has always believed in a policy against sexual harassment
which has also found its place in the governing Code of Conduct and Ethics applicable to
its employees which includes a mechanism to redress such complaints. During the year under
review there were no complaints of sexual harassment at any of the units.
Vigil Mechanism /Whistle Blower Policy
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors, Employees and its stakeholders to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company?s Code of
Conduct or
Ethics Policy. The policy provides for adequate safeguard against
victimisation of the employees who avail the mechanism and also provides for direct access
to the chairman of the Audit Committee. It is affirmed that no personnel of the Company
has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the
website of the Company at the www.chasebright.com
Particulars of Employees and Related Disclosures
There were no employees drawing remuneration during the year under
review in excess of the limits laid down under Section 197 (12) of the Act, read with
rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Secretarial Standards of ICSI
The Secretarial Standards issued by the ICSI on Meeting of Board of
Directors SS-1 and General Meeting SS-2 are being complied by the Company.
Acknowledgement
Your Directors would like to express their sincere appreciation for the
assistance and cooperation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the committed services
by the
Company?s executives, staff and workers.
|
For and on behalf of the Board of Directors |
|
Chase Bright Steel Limited |
|
Sd/- |
|
Avinash Jajodia |
| Date: 12th August, 2023 |
(DIN: 00074886) |
| Place: Mumbai |
Chairman & Managing Director |
+91-9892691696
