BOARD'S REPORT TO, THE MEMBERS, SHREE STEEL WIRE ROPES LIMITED Your Directors have pleasure in submitting their Twenty third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 2. DIVIDEND: The Board of Directors has not recommended Dividend for the financial year 2014-2015. 3. Company's Business Performance Sales Income Sales Income for the year ended 31st March, 2015 amounted to ?10,58,20,655/- as against ?9,98,82,851/- for the previous year, registering a growth of 5.94%. The Management is optimistic of growth at a faster rate in the years to come. 4. Business Overview The Company is engaged in manufacturing of Wire Rope, Wire Rope Allied Products and Railway OHE products. The management review is presented separately in the annual report. 5. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 6. Conservation of energy, technology absorption, foreign exchange earnings and outgo The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "C" and is attached to this report. 7. Policy developed by the Company on its Corporate Social Responsibility (CSR) Your Company has constituted a Corporate Social Responsibility Committee, though the Company does not fall within the criteria to contribute towards the CSR policy. 8. Deposits Your Company had accepted the deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, and as per Section 74 of Companies Act, 2013 pursuant to Rule 20 of the Companies (Acceptance of Deposits) Rules, 2014. Company has complied with the necessary filings to be done with the Registrar of Companies and Company has repaid all the amount on 26th June, 2015. 9. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013 The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 by the Company, to other Body Corporates or persons are given in notes to the financial statements. 10. Related Party Contracts & Arrangements All related party transactions done by the Company during the financial year were arm's length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year the Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. 11. Subsidiaries, Joint Ventures and Associate Companies The Company does not have any Subsidiary, Joint venture or Associate Company. 12. Corporate Governance As per the revised Clause 49 of the Listing Agreement it is not mandatory for the Company to attach a separate Corporate Governance report as Annexure to the Boards' Report. 13. Particulars of Employees The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Further, the Company has no person in its employment drawing salary of * 60 lacs per annum or * 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 14. Extract of Annual Return The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "A" and is attached to this Report. 15. Number of Board Meetings conducted during the year under review Your Company had four (6) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013. 16. Directors Responsibility Statement 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 this Act 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively. 17. Disclosure under section 164(2) of the Companies Act, 2013 The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. 18. Declaration of Independent Directors The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules as per the Listing Agreement. 19. Evaluation of the Board's Performance In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors: i. Attendance of Board Meetings and Committees; ii. Contribution made to the Board discussions and future planning; iii. Level of commitment to the stakeholders' interest; iv. Initiatives towards the growth of the business and profitability; v. Providing outlook, view points and feedback taking the Company ahead beyond expectations. 20. Company's policy relating to Directors appointment, payment of remuneration and discharge of their duties The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. 21. Directors and Key Managerial Personnel information i) Appointment of Woman Director As per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Kirtee Anil Sajnani (DIN 01459113) was appointed as the Woman Director with effect from 23rdMarch, 2015. ii) Appointment of Key Managerial Personnel The Board of Directors has appointed Mrs. Vijayalaxmi Kandala as the Company Secretary, Key Managerial Personnel of the Company with effect from 1 stFebruary, 2015. iii) Retirement by Rotation In accordance with the provisions of the Companies Act, 2013, Mr. Manoj Jeswani DIN :(00014509) retires by rotation and is eligible for re-appointment. Accordingly re- appointment has been included in the Notice convening the Annual General Meeting of the Company. 22. Secretarial Audit In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary. A Secretarial Audit Report issued by Virendra G. Bhatt, Practicing Company Secretaries, in Form MR - 3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2015, is provided in Annexure "B". 23. Auditors Company's Auditors M/s. N. D. Mehta & Associates, Chartered Accountants (Registration No. 106266W) were appointed as Statutory Auditors for a period of three years from the conclusion of 22nd Annual General Meeting held on 24th September, 2014 until the conclusion of 25th Annual General Meeting of the Company. However, their continuance of office is subject to ratification by the members in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors as required under Section 141 of the Companies Act, 2013. 24. Cost Auditors The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2013-14 was below 35 Crores. 25. Auditors Report The notes to accounts referred to in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments. 26. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports As per the Auditors qualification we hereby clarify that we have given Loans and advances only to gain high interest rate and it has been given to the known party, further we are not changing the nature of business we have given a new product pro-to type to railway if they approve the same we will manufacture the product. 27. Nomination & Remuneration Policy The Board of Directors of the Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. 28. Disclosure of Composition of Audit Committee and providing Vigil Mechanism Your Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice. 29. Listing Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2014-2015 and has been diligent in observing all the compliances as stipulated in the Listing Agreement. 30. Depository System Your Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer. 31. Internal Control System Your Company continuously invests in strengthening its internal control processes and has appointed M/s Ramniklal Jayantilal Gabdhi, Chartered Accountants, as the Internal Auditors of the Company. The Company has put in place as adequate system of internal control commensurate with its size and nature of business. The systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Audit Committee periodically reviews the performance of internal audit system. The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the Board annually reviews the effectiveness of the Company's internal control system. 32. Shares a) Buy Back of Securities The Company has not bought back any of its securities during the year under review. b) Sweat Equity The Company has not issued any Sweat Equity Shares during the year under review. c) Bonus Shares No Bonus Shares were issued during the year under review. d) Employees Stock Option Plan The Company has not provided any Stock Option Scheme to the employees 33. Acknowledgements Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all levels. Your Directors also wish to place on record their gratitude to the shareholders for their continued support and confidence. For and on Behalf of the Board Sd/- Mr. MANOJ B. JESWANI Chairman & Managing Director Place: Mumbai Date: 30th May' 2015 |