The Company''s Directors are pleased to present the 42nd Annual Report
of the Company together with the Statement of Audited Accounts for the
Financial Year ended 31st March, 2015.
(Rs. in crores)
Particulars Year ended Year ended
Revenue from Operations 390.61 326.92
Operating Expenses 380.06 316.28
Operating Profit before Interest,
Tax, Depreciation & Amortization 10.55 10.64
Depreciation & Amortization
Expense 8.65 6.85
Finance Costs 10.66 9.34
Other Income 1.05 0.99
Profit/(Loss) before Exceptional
& Extraordinary Items and Tax (7.71) (4.56)
Exceptional & Extraordinary Items 2.10 1.60
Profit/(Loss) before Tax (5.61) (2.96)
(including Deferred Tax) (2.07) (1.13)
Profit/(Loss) after Tax (3.53) (1.82)
Balance brought forward
from the previous year 37.12 39.05
Balance available for
appropriation 33.59 37.23
Adjustment relating to
Fixed Assets 0.79 --
Compensation in lieu of Dividend -- 0.11
Balance carried to Balance Sheet 32.80 37.12
TRANSFER TO RESERVES
No amount has been transferred to the Reserves in view of losses
incurred during the year under review,
STATE OF COMPANY AFFAIRS/REVIEW OF OPERATIONS
The sales and other income of the Company is Rs.391.66 crores as
against Rs.327.91 crores in the previous year. The operating profit is
Rs.10.55 crores as compared to Rs.10.64 crores in the previous year.
The Stainless Steel industry is passing through a challenging time on
account of the global recessionary trends and volatility in all
commodity prices, resulting into lower realisations as compared to
input costs. The Company continues improve its operating efficiencies
and look forward to improve the performance as the economic climate
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial
year to which this financial statements relate and the date of this
The Directors do not recommend any dividend for the year ended 31st
The paid-up Equity Share Capital of your Company as on March 31, 2015
was Rs.19.08 crores. The Company has not issued shares with
differential voting rights/Bonus Shares nor has granted stock
options/sweat equity and has not bought back any of its securities
during the year under review.
The Company has not accepted or renewed any deposits during the year.
There are no outstanding and overdue deposits as at 31st March, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors affirm that the audited accounts containing financial
statements for the financial year 2014-15 are in full conformity with
the requirements of the Companies Act, 2013. They believe that the
financial statements reflect fairly, the form and substances of
transactions carried out during the year and reasonably present the
Company''s financial condition and results of operations. These
statements are audited by the statutory auditors M/s JRS Patel & Co.,
Chartered Accountants, Vadodara.
Your Directors further confirm 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) they 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 profit of the Company for
the year ended on that date;
c) they 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) they have prepared the annual accounts on a ''going concern'' basis;
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT''S DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Corporate Governance Report, Management Discussion and Analysis and the
Auditor''s Certificate regarding compliance of conditions of Corporate
Governance are attached separately and form part of the Annual Report.
A Certificate of the CEO and CFO of the Company in terms of sub-clause
IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the
correctness of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting of matters to
the Audit Committee, is also annexed.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 with regard to
corporate social responsibility are not applicable to the Company in
view of losses incurred by the Company during two preceding financial
years. The Corporate Social Responsibility Policy and the Committee
shall be framed and constituted as and when required.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your company has not directly or indirectly:
a) given any loan to any person or other body corporate other than
usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to
any other body corporate or person; and
c) acquired by way of subscription purchase or otherwise, the
securities of any other body corporate exceeding sixty percent, of its
paid-up share capital, free reserve and securities premium account or
one hundred percent of its free reserves and securities premium account
whichever is more.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no related party transactions entered into during the
financial year under section 188 of Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in Directors and Key Management Personnel
The Board of Directors have re-appointed Mr. Hanish Malhotra as
Director (Marketing) w.e.f. 1st February, 2015 for a period of 3 years
and Mr. Ashok Malhotra as Managing Director of the Company w.e.f. 1st
April, 2015 for a period of 3 years. The re-appointments are subject to
the approval of members at the ensuing Annual General Meeting.
The Board of Directors have also appointed Ms. Suchita Shah as an
Additional Director w.e.f. 31st March, 2015, to hold office up to the
date of forthcoming Annual General Meeting. Ms. Suchita Shah offers
herself to be appointed as the Non-Independent and Non-Executive
Director of your Company liable to retire by rotation. Her appointment
is proposed to be regularized in the ensuing Annual General Meeting.
In accordance with the applicable provisions of the Companies Act, 2013
and Rules made there under, Mr. Pradeep Sharma and Mr. Hanish Malhotra
retires by rotation at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
Pursuant to Section 203 of the Companies Act, 2013, Mr. Pradip H.
Gupta, Vice- President (Finance) of the Company has been designated as
Chief Financial Officer of the Company w.e.f. 14th November, 2014.
The Company already has Mr. Ashok Malhotra, Managing Director and Mr.
Deepak Nagar, GM (Legal) & Company Secretary as the other Key
Managerial Personnel of the Company.
The details of training and familiarization programmes and Annual Board
Evaluation process for Directors have been provided under the Corporate
The policy on Director''s appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of Director, and also remuneration for Key Managerial
Personnel and other employees forms part of Corporate Governance Report
of this Annual Report.
Declaration by Independent Directors
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.
Number of Meetings of the Board of Directors and Audit Committee
During the year 5 (five) Board Meetings, 1 (one) Independent Directors''
meeting and 4 (four) Audit Committee Meetings 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.
AUDITORS AND AUDITORS'' REPORT
M/s. JRS Patel & Co., Chartered Accountants, Vadodara were appointed as
Statutory Auditors of your Company at the last Annual General Meeting
held on 30th September, 2014 for a term of three consecutive years. As
per the provisions of Section 139 of the Companies Act, 2013, the
appointment of Auditors is required to be ratified by Members at every
Annual General Meeting.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report and hence, do not call for any comments under Section
134(3)(f) of the Companies Act, 2013.
Your Company has appointed M/s. Saurabh Shah & Co., Chartered
Accountants, Vadodara as Internal Auditors to carry out the Internal
Audit of various operational areas of the Company.
M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, the Cost
Auditors of the Company carried out the audit of cost records for steel
Plant of the Company during the year. The Board of Directors have
appointed M/s. Kiran J. Mehta & Co., Cost Accountants for the financial
year 2015-16. The Cost Audit Report for the Financial Year 2013-14 was
filed with the Ministry of Corporate Affairs on September 11, 2014.
During the year, Secretarial Audit was carried out by M/s Niraj
Trivedi, Practising Company Secretary, Vadodara, the Secretarial
Auditor of the Company for the financial year 2014-15. There were no
qualifications, reservation or adverse remarks given by Secretarial
Auditors of the Company. The Secretarial Audit Report is appended as
Annexure-A to this Report.
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT 9 as required under Section
92(3) and Rule 12 of the Companies (Management and Administration)
Rules, 2014 is appended as Annexure-B to this Report.
During the year, the Board has accepted all recommendations of Audit
Committee and accordingly no disclosure is required to be made in
respect of non-acceptance of the recommendation of the Audit Committee
by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The details of the
Whistle Blower Policy is explained in the Corporate Governance Report
and also posted on the website of the Company.
RISK MANAGEMENT POLICY
Your Company has formed the Risk Management Policy in accordance with
the requirements of Clause 49 of the Listing Agreement. The Policy
ensures appropriate risk management within its systems and culture. The
Board of Directors and the Audit Committee of the Company periodically
reviews the Risk Management Policy of the Company. At present the
Company has not identified any element of risk which may threaten the
existence of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. These systems are routinely
tested by Statutory as well as Internal Auditors. Significant audit
observations, if any and follow up actions thereon are reported to the
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHNAGE
EARNINGS & OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure-C to this
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of 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, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules is annexed as Annexure-D to this
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed as Annexure-E to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators
/Courts which would impact the going concern status of the Company and
its future operations.
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY
Your Company does not have any subsidiary, joint venture or associate
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2014-15, the company has not received any
complaints on sexual harassment and hence no complaints remain pending
as of 31 March, 2015.
Your Directors thank the Banks, Financial Institutions, Shareholders,
Customers and Suppliers for their co-operation and support to the
Company. The Directors express their sincere appreciation for the
dedication and commitment of all its employees.
For and on behalf of the Board of Directors
Place : Vadodara Ashok Malhotra
Date : 5th August, 2015 Chairman & Managing Director