DIRECTORS REPORT Dear Members, 1.Your Directors have pleasure in presenting this 24th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015. 2.REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE During the year under review, The Company achieved a net turnover of 11931.98 lacs as against Rs. 9725.17 lacs of previous year recording a growth of 22.70 %. Expenditure side of the company has also been increased from Rs.9639.73 lacs to 11905.43 lacs during the current year. Resultantly, due to increase in expenses, the company net surplus come up to Rs 125.41. as compared to Rs.81.42 lacs of previous year. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company. 3. EXPORT PERFORMANCE Exports turnover has been increased to Rs. 6630.30 lacs for the year ended 31st March, 2015 as compared to Rs. 5568.89 of previous year 4. LISTING OF SHARES The Equity Shares of the Company are listed on the BSE Limited (formerly Bombay Stock Exchange Ltd.) and the Company has paid the Annual Listing Fees to BSE for the financial year 2014-15 . 5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is to be prepared in form AOC-1 and has to be enclosed in this Report. The Board brings to your notice that the company does not have any subsidiary , joint venture or associates . 6. TRANSFER TO RESERVE The Company has not transferred any amount to reserves. 7. DIVIDEND As he company is in the process of strengthening its set up by ploughing back of profits the board does not recommend any dividend. 8. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I . 9. NUMBER OF BOARD MEETINGS The detail of number of meetings of the Board held during the financial year 2014-15 forms part of the Report on Corporate Governance 10. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of section 134(5) the Board confirm and report that: — (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had 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 and loss of the company for that period; (c) 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; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, 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. 11. NOMINATION & REMUNERATION COMMITTEE POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is explained in the Report on Corporate Governance prepared in accordance with Clause 49 of the Listing Agreement. 12. RE-APPOINTMENT OF INDEPENDENT AUDITOR M M/s. S. Kumar Gupta & Associates, Chartered Accountant, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. S. Kumar Gupta & Associates. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 141(3)(g) of the Companies Act, 2013.The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. 13. SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Himanshu Sharma & Associates firm of Company Secretaries (C.P. No 11533) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR.-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annexure 3 and forms an integral part. The secretarial Auditor in his report has made the following observations: 1. Till date the company has not filed MGT-14 in respect of the Appointment of Secretarial Auditor. 2. The company has appointed Mr. Dheeraj Kumar as an Independent Director at its Board meeting held on January 14, 2015 w.e.f. 22nd December, 2014 and the intimation of the same was sent to Stock Exchange on 19th January, 2015 which was not in compliance of the Listing agreement. 3. Company is not maintaining its website as per Clause 54 of the Listing Agreement. 4. Internal Auditors report was not produced during our Audit period. 5. Nomination and Remuneration Committee is not formed as per the requirement of Section 178 of the Companies Act, 2013 Furthur the explanation given by the Board on the observations given by the secretarial Auditor are as under : 1. The company has filed Form MGT-14 in respect of earlier secretarial Auditor , but due to the non availability of company secretary in the Company, MGT-14 could not be filed . 2. Mr. Dheeraj Kumar was appointed as the the independent Director w.e.f 22.12.2014 and the same was to be intimated to the sock exchange as per the Listing agreement but due to the non availability of the Company Secretary this requirement of Listing Agreement could not be made. 3.The Company is maintaining the website in time. Due to non uploading of two or three polices this qualification was marked by the secretarial Auditor The Company is taking keen steps to upload these policies in time. 4. The Company has appointed Mr. Deepak garg as the internal Auditor of the company on 30.05.2014 . Due to the non availability of company secretary in the company the internal Audit report could not be demanded and as such was not able to be placed before the secretarial Auditor. 5. During the year the quorum requirement could not be fulfilled , the composition was not proper but as per the latest details the committee has been formed as per the Listing Agreement. 14. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 During the year under review the Company has not given any loan, guarantee and investment which is covered under section 186 of the Companies Act, 2013. 15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed Form AOC 2 has been enclosed with the report as Annexure 2. 16. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND During the year under review no amount i.e. unpaid and unclaimed has been transferred to Investor Education Protection Fund. 17. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report. 18. STATEMENT IN RESPECT OF ADEQUCY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS. A strong internal control is an important focus and thrust area in the Company . The Company has comprehensive internal systems , controls, and policies for all major processes to ensure the reliability of financial reporting , timely feedback on achievement of operational and strategic goals , compliance with policies , procedures laws, and regulations safeguarding of assets and economical and efficient use of resources . The internal Auditors of the Company continuously monitors the efficiency of internal controls /compliance with standard operating procedures with the objective of providing to the Audit Committee and the Board of Directors , an independent , objective, and reasonable assurance on the adequacy and effectiveness of the organizations risk management , control and governance processes . the scope and authority of the internal audit activity are well defined in the internal Audit Scope and guidelines , approved by the Audit Committee . Internal Auditors develops a risk based annual audit plan with inputs from major stake holders , and the major stake holders and the major focus areas as per previous audit reports. All significant audit provisions are reviewed periodically and follow-up actions thereon are reported to the Audit Committee. The Audit Committee also meet the company's Statuary Auditors and Internal Auditors to ascertain their views on the financial statement , including the financial reporting systems, compliance to accounting policies and procedures , the adequacy and effectiveness of the internal controls and systems followed by the company. The top and senior management of the Company also assesses opportunities for improvement in business processes , systems, and controls , provides recommendations, designed to add value to the organization and follow up on the implementation of corrective actions and improvement in business processes. The senior management of the company meets periodically to assess the performance of each business segment and key functions of the company and areas for improvement of performance /controls are identified and reviwed on continuous basis. 19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Board of Directors of the Company has adopted Whistle Blower Policy . This Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism , honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior , actual or suspected fraud or violation of code of conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases. 20. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION , PROHIBITION & REDRESSAL ) ACT,2013 The company has been employing women employees in various fields within the factory premises and offices . The Company has in place anAnti-Harrasment polcy in line with the requirement of the Sexual Harrasment of Women at workplace ( Prevention , Prohibition & Redressal ) Act, 2013. There was no complaint received from any employee during the financial year 2014-2015 and hence no complaint is outstanding as on 31.03.2015 21. RISK MANAGEMENT POLICY The company is taking all the suitable steps to avoid the risks that arise in the company. There is no such threat to the existence of the company. 22. MECHANISM FOR EVALUATION OF BOARD Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured procedure was adopted after taking into consideration the various aspects of the Board's functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed well in time. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expresses their satisfaction with the evaluation process. 23. DIRECTORS Mr. Madan Mohan Singla continues to be appointed as the Managing Director of the Company. To broad base and strengthen the Board processes, Mrs. Preet Kamal Kaur Bhatia has been appointed as an Additional Director on the Board of Company at the Board Meeting held on 13th February , 2015. In terms of section 161 of the Companies Act, 2013 Mrs. Preet Kamal Kaur Bhatia holds office only up to the date ensuing Annual General Meeting. As she complies with the provisions of section 149(6) and is a professionally qualified person, so she was recommended for appointment as Independent Director by the Board for a period of five years . Pursuant to clause 49 of the Listing Agreement, detail of director retiring and being appointed is given as a part of the Notice of the ensuing Annual General Meeting Sh Mithan Lal Singla, Director of the Company who retires by rotation and being eligible offers himself for the re-appointment. Sh. Rakesh Garg, Director of the Company who retires by rotation and being eligible offers himself for the re-appointment. Sh. Vikram Bansal had resigned from the Company effective from 30.05.2014 due to his pre-occupation in some other work . Sh. Dheeraj Kumar had resigned from the directorship w.e.f 13.02.2015 The Board of Directors records their appreciation of the good work done by Mr. Raj Kumar Gupta and Mr. Vijay Singla and acknowledges their contribution to the growth and prosperity of the Company during their tenure as professional Directors. Mr. Dhruv Singla has been designated as Chief Financial Officer of the Company on 30th May, 2014 pursuant to provisions of Section 203 of the Companies Act, 2013. 24. DEPOSITS The Company has not accepted any deposit from the public. 1. Deposits Accepted during the year ; NIL 2. Deposits remained unpaid or unclaimed as at the end of the year ; NIL 3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved ; NIL 4.The details of deposits which are not in compliance with the requirements of Chapter : NIL 25. CHANGES IN SHARE CAPITAL, IF ANY During the Year under review there has been no change in the share capital of company. 26. DECLARATION BY INDEPENDENT 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. 27. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure 4 to this Report. 28. MANAGERIAL REMUNERATION Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed with this report as Annexure 1. 29. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY During the year under review, the Managing Director and Whole time Director neither received any Commission nor any remuneration from its Subsidiary Companies. 30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year under review_no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31st March, 2015. 31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed Report on Management Discussion and Analysis, pursuant to Clause 49 of the Listing Agreement is annexed to this report as Annexure - 5 32. CORPORATE GOVERNANCE The Company has complied with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited during the year ended on 31st March, 2015 as per Report on Corporate Governance annexed as Annexure -6 . 33. CASH FLOW ANALYSIS In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March, 2015 forms an integral part of the Financial Statements. 34. PERSONNEL Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, hard work, solidarity and co-operation, have enabled the Company to perform better. 35. TRADE RELATIONS The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavor to build and nurture strong links based on mutuality, respect and cooperation with each other and consistent with customer interest. 36. CONSOLIDATED FINANCIAL STATEMENT Consolidated Financial Statement have been prepared by the Company's Management in accordance with the requirement of AS-21 issued by the ICAI and as per the provision of the Companies Act, 2013. 37. ACKNOWLEDGEMENTS Your Directors take this opportunity to thank all the investors, clients, vendors, banks, regulatory and government authorities, for their continued support. For and on behalf of the Board of Directors Sd/- (Raj Kumar Gupta) CHAIRMAN DIN:00952271 ADDRESS : H. No. 72, Sector- 6, Panchkula Sd/- ( Vijay Singla) DIRECTOR DIN: 00156801 Address:H.No.105,Sector-28A, Chandigarh Place:-Chandigarh Date :-01/09/2015 |