DIRECTORS' REPORT To, The Members, Your Directors have pleasure in submitting their Fifty-Fifth Annual Report and Statement of Accounts for the year ended March 31st, 2015 BRIEF DESCRIPTION OF THE COMPANY'S WORKING The Company has a made a loss after tax of Rs. (17.41) lacs as compared to loss of Rs. (43.06) lacs in the last year. The company's turnover has increased by Rs. 10.52 cr. The company is facing stiff competition in the market, however the margins are under pressure. The Local Body tax is removed since August 01, 2015 and the company hopes that the same will add to the revenues. The Company is focusing on manufacturing of value added products to survive itself. No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company. DIVIDEND To conserve resources, the director's of your Company do not recommend any dividend. PRESENTATION OF FINANCIAL STATEMENTS: The financial statements for the year ended 31st March, 2015 are prepared in due compliance of the Schedule III of the Companies Act, 2013 CASH FLOW STATEMENT: A Cash Flow Statement for the year 2014-15 is included in the annexed Statement of Accounts. EXTRACT OF THE ANNUAL RETURN Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rules framed There under, an extract of the annual return as on 31st March, 2015 in the prescribed Form No. MGT-9 is annexed to this Board's Report - 'Annexure-I' PUBLIC DEPOSITS The Company had no unpaid / unclaimed deposits as on 31st March, 2015. It has not accepted any fixed deposits during the year. AUDITOR Statutory Auditors The Statutory Auditors of the Company M/s. Mahendra Kumbhat & Associates, Chartered Accountants, retiring at the ensuring Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re-appointed. The appointment of Statutory Auditors of the Company shall be from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. Your Directors recommend their reappointment. Auditors' Report is self-explanatory and does not call for any further clarification. 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 2014-15. 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 (MN No.6607, CP No. 7030), Mumbai, to undertake the Secretarial Audit of the company. The Secretarial Audit report for the year 2014-15 in the prescribed form MR-3 is annexed herewith as 'Annexure - II ' The report does not contain any significant 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 in future. SHARE CAPITAL The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 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. However the company has redeemed 8,745 preference shares of Rs. 10/- during the year. 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 10 crores and its net-worth is also 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 into 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. 31 Part W to the financial statement which sets out related party disclosures. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY There were no loans guarantees or investments under the provisions of section 186 of the Companies Act, 2013. NUMBER OF MEETINGS OF THE BOARD The Board met 4 times during the financial year 2014-15 on 30.05.2014, 09.08.2014, 14.11.2014, 10.02.2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013. 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, 2015, 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, 2015 and of the loss 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 proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and 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. 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 Appointment of Directors Mr. Hemant Murarka was appointed as an Independent additional director of the Company effective from May 30, 2014. As per the provisions of section 149 and other applicable provisions if any of the Companies Act, 2013, Mr. N. G. Khaitan, Mr. P L. Dabral and Mr.K.S.Shikari were appointed as independent directors of the Company for a period of 5 consecutive years commencing from 30th September, 2014. Mr. Avinash Jajodia is retiring by rotation and being eligible offers himself for re-appointment. The Members had approved appointment of Mrs. Manjudevi Jajodia as Whole Time Director of the Company at 52nd AGM for the period of three years upto 31st August, 2015. The Board of Directors at its meeting held on 7th August, 2015 had re-appointed her as Whole Time Director for further term of 3 years subject to approval of Members at the ensuing Annual General Meeting. Mrs. Sampada Chandrakant Sakpal was appointed as Chief Financial Officer of the Company effective from 30th May, 2014. Your approval for their appointments as Directors have been sought in the Notice convening the Annual General Meeting of the Company. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. 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. 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 safeguards against victimisation of employees who avail of 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. 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. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation 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 M/s. Chase Bright Steel Limited Avinash Jajodia DIN: 00074886 Chairman & Managing Director Date: 07th August, 2015 Place: Mumbai |