DIRECTORS' REPORT TO, THE MEMBERS OF SHRI BAJRANG ALLOYS LIMITED Your Directors take pleasure in presenting the 25th Annual Report on the business and operations of your Company along with Audited Standalone and Consolidated Financial Statements and Auditors' Report thereon for the financial year ended on March 31, 2015. REVIEW OF OPERATIONS On a Consolidated basis the Revenue for the current financial year stood at Rs.8264.13 Lacs as compared to Rs.12005.60 Lacs in the previous year and Profit after Tax stood at Rs.190.31 Lacs during the current financial year as compared to Rs.122.38 Lacs in the previous year. On a Standalone basis the Revenue for the current financial year stood at Rs.8260.83 Lacs as compared to Rs.11997.84 Lacs in the previous year and Profit after Tax stood at Rs.190.28 Lacs during the current financial year as compared to Rs.121.45 Lacs in the previous year. There is no change in the nature of business of the Company and in the nature of business of its Subsidiary Company. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report. DIVIDEND The Directors of your Company do not recommend any dividend for the financial year 2014-15 as it is decided to plough back the profit and utilize it for the enhancement of the business TRANSFER TO RESERVES The Company proposes to transfer Rs.10.00 Lacs to General Reserve out of the amount available for appropriation and an amount of Rs.1184.93 Lacs has been transferred from the Profit and Loss account to the Balance Sheet. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Loans Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report. DEPOSITS We have not accepted any deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board consists of Executive and Non Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. The Directors of the Company are : 1. Shri Suresh Goel - Chairman 2. Shri Anand Goel - Managing Director 3. Shri Narendra Goel - Director 4. Shri Vikash Kumar Khedia - Independent Director 5. Shri Dinesh Kumar Aggarwal - Independent Director 6. Smt. Prerna Singhal - Additional Director Shri Suresh Goel, Shri Anand Goel and Shri Narendra Goel are real brothers in relationship and sons of Late Shri Hariram Goel. Rest all the Directors are unrelated to each other. In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Narendra Goel, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, Shri Vikash Kumar Khedia and Shri Dinesh Kumar Aggarwal have been appointed as Independent Directors at the 24th Annual General Meeting held on September 23, 2014, for a term of five years with effect from September 23, 2014 upto September 22, 2019. None of the Independent Directors shall retire by rotation in the ensuing Annual General Meeting. Pursuant to Section 161 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder and on the recommendation of Nomination and Remuneration Committee, Smt. Prerna Singhal has been appointed as an Additional Director (Woman) on the Board of the Company as on March 24, 2015 upto the date of ensuing annual general meeting of the Company. The Board seeks approval of Members for the regularization of Directorship of Smt. Prerna Singhal as an Independent (Woman) Director on the Board of the Company. Pursuant to Section 203 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder Shri Archit Goel has been appointed as Chief Financial Officer of the Company w.e.f. September 08, 2014. The Company has received declarations from all the Independent Directors of the Company, including Smt. Prerna Singhal, confirming that they meet with the criteria of independence as prescribed both under Sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. It is with deep grief to inform you about the sad demise of Late Mr. Raj Kumar Yadava in the month of January 2015. Mr. Yadava was associated with the Company since September 28, 2010 as an Independent Director on the Board. Mr. Yadava with his skills, experience and dedication towards his work, served the Company in his best possible endeavor. His candid observance, recommendation and foresightedness always helped the Company to come out of onerous and unfavorable situations. DIRECTORS' RESPONSIBILITY STATEMENT The financial statements are prepared in accordance with the accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified). There are no material departures in the adoption of the prescribed accounting standards. Pursuant to the requirement under Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm that: i. in the preparation of the annual accounts, the applicable accounting standards had been followed. There are no material departures in the adoption of prescribed accounting standards; ii. 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 of the Company for that period; iii. 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; iv. they have prepared the annual accounts on a going concern basis; v. 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; vi. 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. NUMBER OF MEETINGS OF THE BOARD The Board met 10 (Ten) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was not more than 120 days. COMMITTEES OF THE BOARD The Board has 4 (Four) Committees - the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. All committees consist of majority of Independent Directors. The Composition and terms of reference, details of meetings and other matters has been mentioned in the Corporate Governance Report of this Annual Report. SUBSIDIARY COMPANY Our Company has only one subsidiary company and there is no associate or joint venture company. M/s. Popular Mercantile Private Limited is the Wholly Owned Subsidiary of the Company. There has been no material change in the nature of the business of the Subsidiary Company. During the year, the Board of Directors ('the Board') reviewed the affairs of the Subsidiary. In accordance with Section 129(3) of the Companies Act, 2013 and as required under Clause 32 of Listing Agreement entered into with BSE, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with the applicable accounting standards. A statement containing salient features of financial statements of the Company's Subsidiary and its performance for the financial year ended March 31, 2015 in the prescribed format AOC-1 is appended as Annexure-1 to the Boards' Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of the Subsidiary Popular Mercantile Pvt. Ltd. are available on our website www.sbal.co.in. These documents will also be available for inspection during business hours at our registered office in Raipur. The company has formulated a policy for determining 'material' subsidiaries and the policy is available on the Website of the Company and can be accessed through the following link -<http://www.goeltmt.com/sbal_policies.html> PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure-2 to the Boards' Report. The Company has adopted a policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and has adopted a firm procedure for approval of the same. The text of the Policy is available at the website of the Company on the following link - <http://www.goeltmt.com/sbal_policies.html> HUMAN RESOURCES The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates industrial and organizational capabilities in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passion and commitment has helped the organization reach new heights. DISCLOSURE UNDER SEXUAL HARRASMENT ACT There were no cases which required to be filed with the District Officer by the Internal Complaints Committee under this Act. PARTICULARS OF EMPLOYEES During the period under review, no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-3 to the Boards' Report. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence on the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 6 (six) members, whom are Executive Directors, Non Executive Directors, and Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, remuneration and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, adopted by the Board, is available at the website of the Company at the following link -<http://www.goeltmt.com/sbal_policies.html>. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee. None of the Independent Directors are due for re-appointment. TRAINING TO INDEPENDENT DIRECTORS Every new Independent Director of the Company attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive Directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. CORPORATE GOVERNANCE REPORT Your Company is committed in regularly maintaining the standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with BSE. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon is annexed as part of this Report. MANAGEMENT'S DISCUSSION AND ANALYSIS In terms of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis Report is annexed as part of this Annual Report. RISK MANAGEMENT The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. During the year, your Company has set up a new Risk Management Committee in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. During the year there are no elements of risk found which in the opinion of the Board may threaten the existence of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information on Conservation of Energy, efforts made towards Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure-4 to the Board's report. AUDITORS At the Annual General Meeting held on September 23, 2014, M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur were appointed as statutory auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. AUDITOR'S REPORT A copy of the Auditor's Report for the year ended on March 31, 2015 along with the Standalone and Consolidated financial statements thereon forms part of the Annual Report. The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments and there are no qualification remarks made by the Auditors in their report, hence no explanation is required in this regard. SECRETARIAL AUDITOR M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries, Raipur was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for financial year 2014-15 forms part of the Annual Report as Annexure-5 to the Boards' report and there are no qualification remarks made by the Secretarial Auditors in their report, hence no explanation is required in this regard. SIGNIFICANT AND MATERIAL ORDERS There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure- 6 to the Board's Report. VIGIL MECHANISM The Company has adopted the whistle blower/ vigil mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. The Whistle blower Policy/ Policy on Vigil Mechanism is available on the website of the Company at the following link- <http://www.goeltmt.com/sbal_policies.html>. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135 of the Companies Act, 2013 and Rules made there under relating to Corporate Social Responsibility are not applicable to the Company. VOTING BY ELECTRONIC MEANS The Company is providing e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice. CEO & CFO CERTIFICATION The Certificate from the Managing Director and Chief Financial Officer pursuant to Clause 49(V) of the Listing Agreement was tabled at the Board Meeting dated May 26, 2015 and duly signed by the Managing Director and Chief Financial Officer also forms part of the Annual Report. ACKNOWLEDGEMENTS Your Directors accord their undying gratitude for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and all other Stakeholders. Your Directors also appreciate and value the contribution and commitment of every employee towards your Company's performance, growth and sustainability. Your Directors look forward to your continuing and valuable support. FOR AND ON BEHALF OF THE BOARD Sd/-SURESH GOEL (CHAIRMAN) DIN: 00115834 Place : RAIPUR, date : 26/05/2015 |