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Supershakti Metaliks Ltd Ltd.

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Annual Report

For Year :
2018

Director’s Report

To,

The Members,

The Directors are pleased to present the 6th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

The table below depicts the financial performance of the Company for the year ended 31st March, 2018.

(Amt in Lakh)

FINANCIAL RESULTS FOR THE YEAR ENDED

31/03/2018

31/03/2017

Net Sales & Other Income

36008.73

30102.41

Profit before Interest, Depreciation/Amortisation & Taxation

2681.63

808.33

Interest

368.98

454.66

Depreciation/Amortisation & Write-offs

422.43

277.88

Profit Before Tax

1890.23

75.79

Less/(Add) Provision for Taxation

652.15

17.95

Profit After Tax

1238.08

57.84

Add: Balance brought from Previous Year

815.76

757.92

Balance carried to Balance Sheet

2053.84

815.76

Basic and Diluted Earnings Per Share

24.95

1.17

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

Your Company posted good financial results with a net profit of Rs. 1238.08 Lakhs during the year under review; Due to continuous efforts of the management the revenues of the company increased by 19.62% to that of the previous year. The Company is looking forward to increase its profits in the coming financial years with the support of all the stakeholders of the Company.

MATERIAL CHANGES AND COMMITMENTS OCCURRED

During the year, the name of the Company has been converted from “Supershakti Metaliks Pvt. Ltd.” to “Supershakti Metaliks Ltd.” by Special Resolution passed at Extra Ordinary General Meeting of the members of the Company held on 06th April, 2018 and the Company has obtained fresh Certificate of Incorporation dated, 03rd day of May, 2018 from the Registrar of Companies, for the state of Kolkata.

DIVIDEND

No Dividend was declared for the financial year ended 31st March, 2018 due to conservation of Profits for the future expansion of business of the Company. ’

TRANSFER TO RESERVES

The Company did not transfer any amount to the General Reserve for the Financial Year ended March 31st, 2018.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into contracts/arrangements with the related parties during the Financial Year 2017-18 which were in the ordinary course of business and on arm’s length basis.

Thus, provisions of Section 188(1) of the Act are not applicable and the disclosure under AOC-2 is not required. However, your attention is drawn to the Related Party disclosure in Note no. 27H of the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED

There are no orders passed by the Regulators / Courts which would impact the going concern status of vour Company and its future operations. Further, we confirm that theees^ssee no

instances of fraud to be reported by the Auditors vide their Report for the FY 2017/ * * //

SHARE CAPITAL

The Authorized Share Capital of the Company as on date of Balance Sheet is Rs. 6,00,00,000/divided into 6000000 equity shares of Rs.10/- each.

The paid up share capital of the Company as on date of Balance Sheet is Rs. 49,624,390/divided into 4962439 equity shares of Rs. 10/- each.

During the year under review, the Company has increased the Authorized Share Capital of the Company, from Rs. 5,00,00,000/- to Rs. 6,00,00,000/- at the Extra-Ordinary General Meeting held on 19/03/2018.

During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares or Employee Stock Options.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the financial year ended 31stMarch, 2018.

DEPOSITS

During the financial year, Company has not accepted any type of deposits. Neither, any type of deposits of previous year is Unpaid or Unclaimed during the financial year.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS MADE BY THE COMPANY UNDER THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

STATUTORY AUDITORS

The Shareholders of the Company At their Annual General Meeting (AGM) held on 30th September, 2016, have appointed M/s. Singhi & Co., Chartered Accountants, Kolkata (FRN: ICAI-302049E), Kolkata, as Statutory Auditors of the Company to hold office from the conclusion of that AGM till the conclusion of the 06th AGM (subject to ratification of the appointment by the members at every AGM held after that AGM) at such remuneration as may be decided by the Board of Directors.

The Board recommends their appointment for ratification at the ensuring Annual General Meeting.

COST AUDITORS

The Board has appointed M/s S Chhaparia & Associates, Cost Accountants (Registration No. 101591) as Cost Auditors to carry out audit of the Cost Records for the period 1st April, 2018 to 31st March, 2019.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return under section 92(3) in FORM NO. MGT — 9 is appended as Annexure -1 to the Directors’ Report.

FUTURE PROSPECTS

Considering the Industry’s current performance and the demand for Steel in the years ahead, the prospects and profitability from future operations of the Company are expected to be better.

DIRECTORS AND KEY MANAGERIAL PERSONNEL TKMP1

During the Year the Board of Directors of the Company appointed Mr. Vijay Kumar Bhandari, Mr. Tuhinanshu Shekhar Chakrabarty and Mrs. Bhawna Khanna as an additional directors in the capacity of Non - Executive Independent Directors of the Company at their Board Meeting held on 03/04/2018.

The Board recommends their appointment as an Independent Director’s of the Company to hold office for a term upto five consecutive years commencing from 01/04/2018 at the ensuring Annual General Meeting.

SL. NO.

NAME OF THE DIRECTOR

DESIGNATION

1.

Mr. Dilipp Agarwal

Chairman & Non-Executive Director

2.

Mr. Ajay Kumar Bajaj

Whole Time Director

3.

Mr. Deepak Agarwal

Non - Executive Director

4.

Mr. Vijay Kumar Bhandari

Non - Executive Independent Director

5.

Mr. Tuhinanshu Shekhar Chakrabarty

Non - Executive Independent Director

6.

Mrs. Bhawna Khanna

Non - Executive Independent Director

During the Year the Board of Directors of the Company at their meeting held on 03/04/2018, appointed Mr. Shyam Sundar Somani as Chief Financial Officer of the Company, with effect from 01st April, 2018.

Mr. Navin Agarwal was appointed as a Company Secretary of the Company with effect from 01st April, 2018.

As on the date of this report, the following are the Key Managerial Personnel of the Company:

SL. NO.

NAME OF THE KMP

DESIGNATION

1.

Mr. Ajay Kumar Bajaj

Whole Time Director

2.

Mr. Shyam Sundar Somani

Chief Financial Officer

3.

Mr. Navin Agarwal

Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and SEBI (Listing G^tfSSfeos & Disclosure Requirements) Regulations, 2015.

DIRECTOR RETIRING BY ROTATION

As per the provisions of the Companies Act, 2013, Mr. Deepak Agarwal (Director) retires by rotation and being eligible, has offered himself for re-appointment.

NUMBER OF BOARD MEETINGS

Six Board Meetings were held during the Financial Year ended March 31, 2018 i.e. (28/04/2017, 10/06/2017, 25/08/2017, 26/09/2017, 27/11/2017 and 16/02/2018). The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The names of Members of the Board, their attendance at the Board Meetings are as under:

Name of Directors

Number of Meetings attended

Mr. Dilipp Agarwal

5/6

Mr. Deepak Agarwal

6/6

Mr. Aj ay Kumar Bai ai

6/6

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Director’s 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 ended 31st March, 2018 and of the profit and loss of the company for that period;

c. the Director’s had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Director’s had prepared the annual accounts on a going concern basis;

e. the Director’s have laid down internal financial controls to be followed by the Company and that such Internal Financial Control are adequate and are operating effectively; and .

f. the Director’s had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY

The Company is in the Process of adopting a policy on risk management. Your Company believes that managing the risk helps in maximizing the returns. The Company’s approach to addressing business risk is comprehensive and includes periodic review of such risks and frameworks for the mitigating the risks and reporting mechanism of such riskg_—3Uie risk management framework is reviewed periodically by the board.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. ENERGY CONSERVATION

(a) Power Factor improvement by installing Capacitor at HT & LT side of Power Utilization, due to implementation of Power Capacitor 10-15% energy is being saved per month.

(b) Harmonics reduction by using Detuned reactor, due to installation of Detuned Reactor 24% energy is saved which was earlier wasted in Heat energy.

(c) Use of energy efficient motors at all new project and replacing old motor by energy efficient motor in systematic manner, due to installation of energy efficient motor, around 10% of energy is being saved.

(d) Use of LED Lights indoor and outdoor, LED lights reduces the energy consumption by 40% at Outdoor and Indoor Lightning. .

(e) Use of Direct Hot Rolling from CCM, by use of Direct Hot Rolling we have saved Rs. 800-1000 it in rolling by saving furnace oil for reheating Billets.

(f) Use of Natural Gas in reheating furnace in place of oil furnace, natural gas reduces the energy cost of fuel by 40%.

B. TECHNOLOGY ABSORPTION

Technology for Manufacturing MS Billet, HB Wire, TMT Bar and MS Wire Rod has been fully adopted by your Company. It had not taken any Research & Development during the year under review. As such no expenditure had been incurred on Research & Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance received from different Government Authorities and your Company’s Bankers.

Your Company’s employees had been instrumental for scaling new heights during the year under review. Their.commitment and contribution is also deeply acknowledged.

For and on behalf of

SUPERSHAKTI METALIKS LIMITED

Place: Kolkata

Ajay Kumar Baiai Deepak Agarwal

(Director) (Director)

DIN: 07604198 DIN: 00343812

Director’s Report