DIRECTORS REPORT To the Members, The Directors have pleasure in presenting before you the Twenty Third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016. OPERATIONS: The Company achieved a turnover of 15290.11 Lakh during the current year as against 25139.75 Lakh during the previous year. The other income of the company for the said period stood at Rs. 56.00 Lakh as compared to Rs. 305.27Lakh of previous financial year. The PAT levels were stood at Rs. 39.12 Lakh as compared to Rs. 689.10 Lakh previous financial year. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Regulation 27 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. RTBR & Associates, Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Agreement is included as a part of this report. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Company's Shares are listed. DEMATERIALISATION OF SHARES: 99.33% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 0.67% is in physical form. The Company's Registrars are M/s MCS Ltd., having their office at, 101, Shatdal Complex, 1st floor, Opp. Bata Show room, Ashram Road, Ahmedabad, Gujarat - 380009. Number of Board Meetings held : The Board of Directors duly met 4 times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows: 12th May, 2015, 6th August, 2015, 6th November 2015, 27th January, 2016 DIRECTORS: DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) They have 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 of the company for the same period; c) The directors have 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; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls in the company that are adequate and were operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. AUDIT OBSERVATIONS: Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS: i) Statutory Auditors: The Auditors, M/s. Pankaj K. Shah Associates, Chartered Accountants, Ahmedabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment. ii) Cost Auditors: M/s. Kiran J. Mehta & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors. iii)Secretarial Audit : According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a Annexure-A to this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO : Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report. CORPORATE SOCIAL RESPONSIBILITY (CSR) : In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises with two Independent Directors one whole time director and one is executive director (Chairman & Cfo). In pursuant to provision of section 135 and Schedule VII of the Companies Act, 2013, and CSR policy of company it is required to spend two percent of average net profit of the company for the three immediately preceding financial year. However the company has inadequate profit during the financial year 2015-16 and company is facing uphill task in meeting its financial obligations and due to recession in steel industry turnover of company is decreasing as compare to previous years. Hence the company is unable to spend any funds on CSR activities for the time being. The company will incur the sum on CSR activities as soon as financial position of company will improve. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. RELATED PARTY TRANSACTIONS: During the period under review, the company had not entered into any material transaction with any of its related party. None of the transactions with any of the related party were in conflict of companies interest. Attention of members is drawn to the disclosure of transactions with related parties set out in note number 11 of financial statements forming part of this report. 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS 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. Disclosure as per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013: The company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of women at work place in line with provisions of the per sexual harassment of women at work place (prevention, prohibition and redressal) act, 2013 and rules there under. ACKNOWLEDGEMENT: Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels. For and on behalf of the Board Ashok Shah Chairman & CFO DIN : 00254255 Place : Ahmedabad Date : 26.05.2016 |