DIRECTORS' REPORT To, The Members 1. Your Directors have pleasure in presenting 27th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015. Your company is engaged only in trading activities of various products including steel and agro commodities. Your company recorded a turnover of Rs. 22675.89 Lacs for the year ended 31st March, 2015 as compared to Rs. 27554.61 Lacs in the previous year and net profit of Rs. 5.51 Lacs as compared to loss of Rs. 19.32 Lacs in the previous year. However, the Company is exploring various other business opportunities so that margin can be improved. During the year, there is no change in the nature of the business of the company 2 DIVIDEND Your Directors are not recommending any dividend for the period under review to conserve the recourses. 3. SUBSIDIARY COMPANY The Company is having a wholly owned subsidiary Company viz. RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its Subsidiary Company. The Gross Revenue of the subsidiary Company stood at Rs. 66,088.45 Lacs as compared to Rs. 74,153.88 in the Previous year. Profit before tax for the year stood at Rs. 343.96 Lacs as compared to Rs. 309.84 Lacs in the previous year. Pursuant to 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 Company's Wholly owned Subsidiary in Form AOC-1 is attached to the financial statements. The Company has no joint venture or associate Company. None of the Companies which have become/ceased to be subsidiaries, JVs or associate Companies during the year. 4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing has no foreign collaboration and has not exported or imported any goods or services. 6. BUSINESS RISK MANAGEMENT Pursuant to section 134 (3) (n) of the Companies Act, 2013 and listing agreement the Company has framed a detailed Risk Management Policy for assessment of risk and determine the responses to these risks so as to minimize their adverse impact on the organization. The functional head of the Company shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board. At present the Company has not identified any element of risk which may threaten the existence of the company. 7. DIRECTORS Mr. Kailash Chandra Shahra (DIN - 00062698), Director retires by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers himself for re-appointment. Mr. Umesh Shahra (DIN - 00061312), Managing Director was re-appointed for a period of three year w.e.f. 1st October, 2014. Ms. Ishita Khandelwal (DIN - 06932629), Ms. Puneet Bedi (DIN - 02178816), Mr. Vijay K Mahajan (DIN - 01367496) and Mr. Navin Khandelwal (DIN - 00134217) were appointed as an Independent Directors w.e.f. 25th September, 2014. The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence. 8. KEY MANAGERIAL PERSONNEL During the financial year: Mr. Arvind Mishra who ceased to be Director and appointed as a Chief Executive Officer (Key Managerial Personnel) of the Company; Mr. Deepak Upadhyay (M. No. A 23717) was appointed as a Company Secretary cum Compliance officer in place of Mr. Shyam Sunder Agrawal, who resigned from the office of Company Secretary of the Company. 9. FIXED DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 10. MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetings, four Audit Committee Meetings, three Nomination and Remuneration Meeting and four Stakeholder Relationship Committee were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 11. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. iii) The directors have 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. iv) The directors 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 12. POLICY FOR APPOINTMENT OF DIRECTOR, KMP AND SENIOR MANAGEMENT AND THEIR REMUNERATION The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment of Directors, KMP and Senior Management and their remuneration. The said Policy is stated in the Corporate Governance Report. 13. AUDITORS M/s Arun Maheshwari & Co., Chartered Accountants Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Further, the Company has received confirmation from the Auditors regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. Your board recommends their re-appointment. 14. SECRETARIAL AUDIT Pursuant to provisions 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 Sonal Kanungo & Co., a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure A" 15. AUDITORS' AND SECRETARIAL AUDITORS' REPORT There are no qualifications or observations or adverse remarks made by the Auditors in Statutory and Secretarial Audit Report. 16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 17. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. 18. CORPORATE SOCIAL RESPONSIBILITY The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. 19. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function and process, owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Internal financial controls with reference to the financial statements were adequate and operating effectively. 22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM The Company has framed Whistle Blower Policy and established a mechanism called the vigil mechanism for directors and employee to report concerns of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. 23. PARTICULARS OF EMPLOYEES 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 are provided in the Annexure-B forming part of the Annual Report. The said information maybe provided to the Members upon request. 24. CORPORATE GOVERNANCE Corporate Governance Report is enclosed as part of Directors' Report. 25. DETAILS OF SEXUAL HARASSMENT COMPLAINTS Details of complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, 1. Number of complaint of Sexual harassment received in the year:- NIL 2. Number of complaint disposed off during the year:- NIL 26. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. 27. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C". 28. LISTING AT STOCK EXCHANGES The Company's Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE). 20 . MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION The Board of Directors have received certificate from Managing Director and CFO under Clause 49(IX) of listing agreement. 30. INDUSTRIAL RELATIONS Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels. 31. ACKNOWLEDGMENT The Directors wish to place on record their appreciation for the sincere co-operation extended by the shareholders, Bankers and all other Government Agencies in carrying out the business of the Company. By order of the Board of Directors Kailash Chandra Shahra Chairman DIN: 00062698 Place: Indore Date: 10th August, 2015 |