| The Directors have pleasure in presenting 27th Annual Report together
with Audited Statement of Accounts of the Company for the year ended
31st March 2015.
1. OPERATIONAL PERFORMANCE Rs.in Lacs
Financial Results 31.03.2015 31.03.2014
Sales & Other Income 22685.00 27648.84
Gross Profit/loss 24.00 90.84
Depreciation and Financial Charges 11.08 15.81
Profit/loss before Tax 12.92 75.03
Provision for Tax 3.35 25.56
Deferred Tax (Assets)/Liabilities 4.06 73.09
Profit/loss After Tax 5.51 (23.62)
Exceptional items - 4.30
Profit after exceptional items 5.51 (19.32)
Your company is engaged only in trading activities of various products
including steel and agro commodities. Your company recorded a turnover
of Rs. 22675.89 Lacs for the year ended 31st March, 2015 as compared to
Rs. 27554.61 Lacs in the previous year and net profit of Rs. 5.51 Lacs
as compared to loss of Rs. 19.32 Lacs in the previous year. However,
the Company is exploring various other business opportunities so that
margin can be improved. During the year, there is no change in the
nature of the business of the company
2. DIVIDEND
Your Directors are not recommending any dividend for the period under
review to conserve the recourses.
3. SUBSIDIARY COMPANY
The Company is having a wholly owned subsidiary Company viz. RSAL Steel
Private Limited which is engaged in manufacturing and trading of HR
Coils, CRCA and other steel products. The Consolidated financial
statements presented by the Company include the financial results of
its Subsidiary Company.
The Gross Revenue of the subsidiary Company stood at Rs. 66,088.45 Lacs
as compared to Rs. 74,153.88 in the Previous year. Profit before tax
for the year stood at Rs. 343.96 Lacs as compared to Rs. 309.84 Lacs
in the previous year.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company's Wholly
owned Subsidiary in Form AOC-1 is attached to the financial statements.
The Company has no joint venture or associate Company.
None of the Companies which have become/ceased to be subsidiaries, JVs
or associate Companies during the year.
4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Your Directors have nothing to report on the aforesaid matters as your
company is not engaged in manufacturing has no foreign collaboration
and has not exported or imported any goods or services.
6. BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 and listing
agreement the Company has framed a detailed Risk Management Policy for
assessment of risk and determine the responses to these risks so as to
minimize their adverse impact on the organization. The functional head
of the Company shall be responsible for implementation of the risk
management system as may be applicable to their respective areas of
functioning and report to the Board.
At present the Company has not identified any element of risk which may
threaten the existence of the company.
7. DIRECTORS
Mr. Kailash Chandra Shahra (DIN - 00062698), Director retires by
rotation in accordance with the provisions of the Companies Act, 2013
and Articles of Association of the Company and being eligible, offers
himself for re-appointment.
Mr. Umesh Shahra (DIN - 00061312), Managing Director was re-appointed
for a period of three year w.e.f. 1st October, 2014.
Ms. Ishita Khandelwal (DIN - 06932629), Ms. Puneet Bedi (DIN -
02178816), Mr. Vijay K Mahajan (DIN - 01367496) and Mr. Navin
Khandelwal (DIN - 00134217) were appointed as an Independent Directors
w.e.f. 25th September, 2014.
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status of
Independence.
8. KEY MANAGERIAL PERSONNEL
During the financial year:
Mr. Arvind Mishra who ceased to be Director and appointed as a Chief
Executive Officer (Key Managerial Personnel) of the Company;
Mr. Deepak Upadhyay (M. No. A 23717) was appointed as a Company
Secretary cum Compliance officer in place of Mr. Shyam Sunder Agrawal,
who resigned from the office of Company Secretary of the Company.
9. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
10. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, four Board Meetings, four Audit Committee
Meetings, three Nomination and Remuneration Meeting and four
Stakeholder Relationship Committee 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.
11. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made
judgments and estimates that were 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 or loss of the Company for the
year under review.
iii) The directors have 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.
iv) The directors 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 system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
12. POLICY FOR APPOINTMENT OF DIRECTOR, KMP AND SENIOR MANAGEMENT AND
THEIR REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for appointment of Directors, KMP and Senior
Management and their remuneration. The said Policy is stated in the
Corporate Governance Report.
13. AUDITORS
M/s Arun Maheshwari & Co., Chartered Accountants Auditors of the
Company hold office upto the conclusion of forthcoming Annual General
Meeting and being eligible, offer themselves for re- appointment.
Further, the Company has received confirmation from the Auditors
regarding their consent and eligibility under Sections 139 and 141 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
for appointment as the Auditors of the Company. Your board recommends
their re-appointment.
14. SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the company has appointed M/s Sonal Kanungo & Co., a firm
of company Secretaries in practice to undertake the Secretarial Audit
of the Company for the financial year 2014-15. The Secretarial Audit
report is annexed herewith as "Annexure A"
15. AUDITORS' AND SECRETARIAL AUDITORS' REPORT
There are no qualifications or observations or adverse remarks made by
the Auditors in Statutory and Secretarial Audit Report.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
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.
17. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social
Responsibility Committee, as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
19. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Board Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the year under review, there has been no such significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function and process, owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
The Internal financial controls with reference to the financial
statements were adequate and operating effectively.
22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has framed Whistle Blower Policy and established a
mechanism called the vigil mechanism for directors and employee to
report concerns of unethical behavior, actual or suspected fraud or
violation of the Company's code of conduct or ethics policy.
The said Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be
meted out to any person for a genuinely raised concern.
23. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annexure-B forming part of the Annual
Report. The said information maybe provided to the Members upon
request.
24. CORPORATE GOVERNANCE
Corporate Governance Report is enclosed as part of Directors' Report.
25. DETAILS OF SEXUAL HARASSMENT COMPLAINTS
Details of complaints under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013,
1. Number of complaint of Sexual harassment received in the year:- NIL
2. Number of complaint disposed off during the year:- NIL
26. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015.
The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
27. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure C".
28. LISTING AT STOCK EXCHANGES
The Company's Equity Shares continues to be listed on Bombay Stock
Exchange Limited (BSE).
29. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION
The Board of Directors have received certificate from Managing Director
and CFO under Clause 49(IX) of listing agreement.
30. INDUSTRIAL RELATIONS
Relations with the employees continued to remain cordial throughout the
year. Your Directors wish to place on record their appreciation for
sincere and dedicated services rendered by the executives, staff and
workers at all levels.
31. ACKNOWLEDGMENT
The Directors wish to place on record their appreciation for the
sincere co-operation extended by the shareholders, Bankers and all
other Government Agencies in carrying out the business of the Company.
By order of the Board of Directors
Place: Indore Kailash Chandra Shahra
Date : 10th August, 2015 Chairman
DIN: 00062698 |