DIRECTORS' REPORT To, The Shareholders, 1. The Directors have pleasure in presenting their 43rd Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015. 2. REVIEW OF OPERATION: The Company has incurred Loss of Rs. 7,09,730/- during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years 3. DIVIDEND: Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review. 4. DEPOSITS: The 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. 5. PARTICULARS OF EMPLOYEES: Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your company has no such employees. 6. DIRECTORS: Mr. Harish Agrawal, who retires by rotation being eligible, offers them for re-appointment at the ensuing Annual General meeting. The Board of Directors appointed Smt. Anita Agrawal, as Additional Director at their meeting held on 30th March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director. All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. 7. SUBSIDIARIES: Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable. 8. Particulars of loans, guarantees or investments The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements. 9. Number of Meetings The Board has met 7 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. 10. 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 Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 11. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed: a) That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures. b) that the directors has 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 review. c) that 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, and, d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. e) 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. f) 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. 12. 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. 13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: Since the Company is not manufacturing activity as like a unit provision of Section 134(3)(m) of the company Act, 2013, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable. 14. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports. 15. RESEARCH & DEVELOPMENT: No Specific Research & Development activities are being carried on by the Company. However the company has quality control Department to check/improve the Quality of the products traded. 16. AUDITOR & AUDITORS REPORT M/s. Lalit Jham & Co., Chartered Accountants holds office upto the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s. Mohandas & CO. Chartered Accountants, has been appointed as statutory auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2019, subject to ratification of their appointment by the shareholders at every AGM. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company. 17. AUDIT COMMITTEE: Audit Committee is consisting of Mr. Krishan Agarwal - Chairman, Mr. Harish Agrawal and Mr. Dinesh Agrawal as members of the Audit Committee. 18. STAKEHOLDER'S RELATIONSHIP COMMITTEE (Previously SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE): Stakeholder's Relationship Committee is consisting of Krishan Agarwal - Chairman, Mr. Harish Agrawal and Mr. Dinesh Agrawal as members. A detailed note on the Board and its committees is providing under the Corporate Governance Report section in this Annual Report. 19. SECRETARIAL AUDIT REPORT: As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed M/s Aditya Kelkar & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure - A to the Board's Report. The Board has appointed M/s Aditya Kelkar & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial Year 2014-15. 20. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". 21. STOCK EXCHANGES: The Company's shares are listed on the following Stock Exchanges: A) Bombay Stock Exchange Limited. B) Calcutta Stock Exchange Limited. The Trading in the Equity Shares of the Company was suspended from all the Stock Exchanges, which has been revoked pursuant to the notice of SEBI having Reference No. 20141114-14 dated 14th November, 2014. The shares of the Company are freely traded on Stock Exchanges. The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 to BSE and CSE where the Company's shares are listed. 22. SIGNIFICANT AND MATERIAL ORDERS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 23. IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations. Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company. 24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Pursuant to Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with. The Corporate Governance & Management Discussion and Analysis Report which forms an integral part of this Report are set as separate Annexure together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement 25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM: Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. 26. ACKNOWLEDGEMENTS: Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support. By Order of the Board for PRABHU STEEL INDUSTRIES LIMITED MR. DINESH AGRAWAL (DIRECTOR) DIN: 00291086 MR. HARISH AGRAWAL (DIRECTOR) DIN: 00291083 Place: Nagpur Date: 25.08.2015 |