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Directors Report of Panchmahal Steel Ltd.
Mar 31, 2025
Your Company''s Directors are pleased to present the 52nd Annual Report of the Company together with the Statement of
Audited Accounts for the financial year ended 31st March, 2025.
|
Particulars |
Year ended |
Year ended |
|
Revenue from Operations |
38310.11 |
42761.54 |
|
Operating Expenses |
36759.30 |
41190.73 |
|
Operating Profit before Interest, Tax, Depreciation & Amortization |
1550.81 |
1570.81 |
|
Depreciation & Amortization Expense |
805.50 |
809.19 |
|
Finance Costs |
560.89 |
794.34 |
|
Other Income |
271.29 |
424.60 |
|
Profit before Tax |
455.71 |
391.88 |
|
Tax Expense (including Deferred Tax) |
123.18 |
94.96 |
|
Profit for the year |
332.53 |
296.92 |
|
Other Comprehensive Income |
8.34 |
8.66 |
|
Total Comprehensive Income for the year |
340.87 |
305.58 |
|
Earnings per Share (in Rupees) |
1.74 |
1.56 |
REVIEW OF OPERATIONS
The Company recorded total income of Rs.385.81 crores as compared to Rs.431.86 crores in the previous year. The
Company achieved a Profit after Tax for the year of Rs.3.33 crores as against Rs.2.97 crores in the previous year.
DIVIDEND
The Board of Directors have recommended a Dividend of Rs.3/- per share (previous year: Nil) on face value of Rs.10/-
each for the financial year ended March 31, 2025.
Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company does not fall under top 1000 Listed Companies by market capitalization as on 31st March,
2025 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for the financial year 2024-25 in the Statement
of Profit and Loss.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
There were no material changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this Report.
SHARE CAPITAL
The paid-up Equity Share Capital of your Company as on March 31, 2025 stood at Rs.19.08 crores comprising of
1,90,78,329 equity shares of Rs.10/- each. 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.
FIXED DEPOSITS
The Company does not have ''Deposits'' as contemplated under Chapter V of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not invited or accepted any such deposit
during the financial year ended 31st March, 2025.
CREDIT RATING
The Rating Agency, India Ratings and Research (Ind-Ra) vide its letter dtd. 05.08.2025 has affirmed the ratings of various
credit facilities of the Company as stated below:
|
Instrument Type |
Size of Issue (million) |
Rating assigned along |
Rating Action |
|
Bank Loan Facilities |
INR 970.00 (reduced from INR 1,270) |
IND BBB-/Stable/IND A3 |
Affirmed |
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) they have 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 as at March 31,
2025 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
The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the
conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is enclosed as a part of this report as Annexure-D.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-E.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of corporate social responsibility as prescribed under Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time are not applicable to your
Company. Accordingly, there was no CSR obligation for the Company for the financial year 2024-25. The Annual
Reporting on CSR under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is currently not
applicable to the Company.
Pursuant to the provisions of sub-section (9) of Section 135, the functions of CSR committee, if any, are duly discharged
by the Board of Directors of the Company. The Board has formulated a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company. The CSR Policy may be accessed on the Company''s
website at http://panchmahalsteel.co.in/policies/Corporate-Social-Responsibilitv-Policv.pdf.
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.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on
Related Party Transactions. The Policy can be accessed on the Company''s website at http://panchmahalsteel.co.in/
policies/Related-Party-Transaction-Policy.pdf.
During the year under review, all related party transactions entered into by the Company, were approved by the Audit
Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval was obtained for
related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s
length basis. There were no materially significant related party transactions with the Company''s promoters, directors,
management or their relatives, which could have had a potential conflict with the interests of the Company at large or
which is required to be reported The Company did not have any contracts or arrangements with related parties in terms
of Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY2024-25 and hence does not form part of this report.
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes
to the financial statements forming part of this Report & Annual Accounts 2024-25.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments
At the 51st Annual General Meeting of the Company held on September 27, 2024, the members of the Company
approved the appointment of Mr. Jaswantkumar P. Jain (DIN : 10719368) & Mr. Swapon L. Adhikari (DIN : 07135873) as
Independent Directors of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) consecutive
years commencing from August 12, 2024 till August 11, 2029.
Re-appointment of Director retiring by rotation
In terms of the provisions of the Companies Act, 2013 and Rules made thereunder, Mr. Kalpesh J. Parmar, Non-Executive
& Non-Independent Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The
members are requested to consider and approve his re-appointment.
Cessation
In accordance with sub-section 11 of Section 149 of the Act read with regulation 25(2) of the Listing Regulations, Mr.
Amal D. Dhru [DIN: 00165145], and Mr. Milan P. Shah [DIN: 00012088] completed their second consecutive term of 5
years as an independent director on September 27, 2024 and accordingly, ceased to be an Independent Director and
Member of the Board of Directors of the Company. The Board of Directors place on record their deep appreciation for the
wisdom, knowledge, guidance and valuable contribution provided by them during their tenure as Independent Directors
and committee members.
Declaration by Independent Directors
The Company has received the necessary declarations/confirmations from each Independent Director under Section
149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that they meet the
criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the
provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to
inclusion of their name in the data bank of Independent Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in
terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit
Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee. The details of Board
evaluation process have been provided under the Corporate Governance Report.
Familiarization Programme for Independent Directors
All Independent Directors are familiarized with the Company, their roles, rights and responsibilities, nature of the
industry and operations of your Company. The Independent Directors were regularly updated on the industry and market
trends, plant processes and the operational performance of the Company through presentations.
In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Company has put in place a familiarization program for Independent Directors. The details of familiarization programs
are explained in the Corporate Governance Report.
Nomination & Remuneration Policy
The Company''s policy for appointment of Directors, Key Management Personnel and Senior Management employees
and their remuneration and other matters provided in Section 178(3) of the Act is available on the website of the
Company at http://panchmahalsteel.co.in/policies/Remuneration-Policy-for-Directors-KMP-and-other-Employees.pdf
The details of Nomination & Remuneration Policy form part of the Corporate Governance Report of this Annual Report.
Number of Meetings of the Board and its committees
During the year under review, 4 (four) meetings of the Board of Directors of the Company were convened and held. The
detailed information on the meeting of the Board and its various Committee Meetings are included in the Corporate
Governance Report forming part of this report. The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Committees of the Board
The Board of Directors has the following Committees:
⢠Audit Committee
⢠Remuneration and Nomination Committee
⢠Stakeholders'' Relationship Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings
are provided in the Corporate Governance Report.
Changes in Key Managerial Personnel
During the year under review, there are no changes in the Key Managerial Personnel.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors
Members of the Company at the AGM held on September 28, 2019, approved the appointment of, M/s CNK & Associates
LLP (Firm Registration No. 101961W), Chartered Accountants Vadodara, as the statutory auditors of the Company.
Further, the shareholders approved the re-appointment of CNK for a second term of five years commencing from the
conclusion of the 51st AGM held on September 27, 2024 until the conclusion of 56th AGM of the Company to be held
in the year 2029.
The report of the Statutory Auditor forms part of this Annual Report and Annual Accounts 2024-25. The said report does
not contain any qualification, reservation, adverse remark or disclaimer.
Internal Auditors
Your Company has re-appointed M/s Keyur Patel & Co., Chartered Accountants, Vadodara as Internal Auditors of the
Company to carry out the internal audit of various operational areas of the Company for the financial year 2025-26.
Cost Auditors
In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and have the audit
of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as
required under Section 148(1) of the Companies Act, 2013.
The Board of Directors of the Company, on the recommendation of the Audit Committee, has approved the appointment
of M/s Kiran J. Mehta & Co. as cost auditors of the Company for the year ending March 31, 2026. M/s Kiran J. Mehta &
Co., Cost Accountants (FRN: 000025), Ahmedabad have vast experience in the field of cost audit and have been
conducting the audit of the cost records of the Company for the past several years.
As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the
Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. The Cost Audit Report
for the financial year ended 31st March, 2024 was filed with the Ministry of Corporate Affairs on 10th September, 2024.
Secretarial Auditor
Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013, the Board considered the recommendation of the Audit Committee
and recommends for your approval , the appointment of CS Niraj Trivedi (FCS-3844; COP-3123), Practicing Company
Secretary, as Secretarial Auditor of the Company for a term of 5 consecutive years. He is eligible for the said
appointment and has furnished necessary certificate of his eligibility and consent to act as the Secretarial Auditors of the
Company. Accordingly, a resolution seeking appointment of CS Niraj Trivedi, Practicing Company Secretary as
Secretarial Auditors is provided at item no. 4 of the Notice of 52nd Annual General Meeting.
The Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for the financial year 2024-25 is
annexed herewith as Annexure-A and forms integral part of this Annual Report. There are no qualifications, reservations,
adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the financial year 2024-25
except for those detailed in the attached Auditors'' report included in the Annual Report.
Secretarial Standards
The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of
the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company
Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section
143(12) of the Act, details of which need to be mentioned in this Report.
ANNUAL RETURN
As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is
available on the Company''s website at http://panchmahalsteel.co.in/disclosures.html#0
AUDIT COMMITTEE
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. The
composition of Audit Committee and other details are given in the Corporate Governance Report.
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 are explained in the Corporate Governance Report and also posted on the
website of the Company.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The
Board of Directors and the Audit Committee of the Company periodically review the Risk Management Policy of the
Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee
are not applicable to 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. The
scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit
committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up
actions thereon are reported to the Audit Committee.
The Company has in place adequate internal financial controls with reference to financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014, is annexed herewith as "Annexure-B" to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration
of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees
of the Company is set out in "Annexure-C" to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There has been no significant and material order passed by the regulators or courts or tribunals impacting the going
concern status and the Company''s future operations. However, Members'' attention is drawn to the statement on
contingent liabilities, commitments in the notes forming part of the Financial Statements.
Honeyvick Enterprises Private Limited continues to be a holding company, holding 55.36% Equity Share Capital
(55.12% as at 31.03.2024) of the Company. The Company neither has any subsidiary/ associate/joint venture company
nor any other company has become subsidiary/ associate/ joint venture company of the Company during the year.
UNPAID OR UNCLAIMED DIVIDEND
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends, if not claimed for a period of seven years from the date
of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from
the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not
apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any
transfer of the shares. Other relevant details are included in the Corporate Governance Report furnished in Annexure-D,
which forms part of this report.
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 in place an Anti-Sexual Harassment Policy
in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder.
During the year under review, the Company has not received any complaint on sexual harassment. Hence, no complaint
was disposed off and/or remains pending for more than 90 days as of March 31, 2025.
OTHER DISCLOSURES
⢠There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of
Companies (Accounts) Rules, 2014.
â¢" There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016 during the year under review.
⢠There was no instance of one-time settlement with any Bank or Financial Institution.
⢠Regulation 34(2)(f) of SEBI LODR, 2015 regarding Business Responsibility and Sustainability Report is not appliable
to the Company.
⢠As required under the Companies (Accounts) Second Amendment Rules, 2025, the Board confirms that during the
year under review, the Company has complied with all provisions of the Maternity Benefit Act, 1961.
APPRECIATION
Your Directors thank the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers and other
business associates for their co-operation and support to the Company. The Directors express their sincere appreciation
for the dedication and commitment of all their employees.
For and on behalf of the Board of Directors
Sd/-
Place : Vadodara Ashok Malhotra
Date : 11th August, 2025 Chairman & Managing Director
DIN : 00120198
Mar 31, 2024
Your Company''s Directors are pleased to present the 51st Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2024.
FINANCIAL RESULTS
(Rs. in Lacs)
|
Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
Revenue from Operations |
42761.54 |
48864.10 |
|
Operating Expenses |
41190.73 |
47310.74 |
|
Operating Profit before Interest, Tax, Depreciation & Amortization |
1570.81 |
1553.36 |
|
Depreciation & Amortization Expense |
809.19 |
796.01 |
|
Finance Costs |
794.34 |
707.92 |
|
Other Income |
424.60 |
140.53 |
|
Profit before Tax |
391.88 |
189.96 |
|
Tax Expense (including Deferred Tax) |
94.96 |
52.13 |
|
Profit for the year |
296.92 |
137.83 |
|
Other Comprehensive Income |
8.66 |
12.51 |
|
Total Comprehensive Income for the year |
305.58 |
150.33 |
|
Earnings per Share (in Rupees) |
1.56 |
0.72 |
REVIEW OF OPERATIONS
The Company recorded total income of Rs.431.86 crores as compared to Rs.490.05 crores in the previous year. The Company achieved a Profit after Tax for the year of Rs.2.97 crores as against Rs.1.38 crores in the previous year.
DIVIDEND
The Directors do not recommend any dividend for the financial year ended March 31, 2024.
Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company does not fall under top 1000 Listed Companies by market capitalization as on 31st March, 2024 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 in the Statement of Profit and Loss.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
There are no material changes and commitments affecting the financial position and business operations of the Company for the financial year ended 31st March, 2024 to the date of signing of the Directors'' Report.
SHARE CAPITAL
The paid-up Equity Share Capital of your Company as on March 31,2024 stood at Rs.19.08 crores comprising of 1,90,78,329 equity shares of Rs.10/- each. 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.
FIXED DEPOSITS
The Company does not have ''Deposits'' as contemplated under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not invited or accepted any such deposit during the financial year ended 31st March, 2024.
CREDIT RATING
The Rating Agency, India Ratings and Research (Ind-Ra) vide its letter dtd. 04.09.2023 has assigned the ratings of various credit facilities of the Company as stated below:
|
Instrument Type |
Rating Type |
Rated Limits (million) |
Rating |
|
Fund-based working capital limit |
Long Term |
INR 900.00 |
IND BBB/Stable/ IND A3 |
|
Non-fund-based working capital limit |
Short Term |
INR 1320.00 |
IND A3 |
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they have 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 as at March 31, 2024 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 AND MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
The Company has complied with the Corporate Governance requirements under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A report on Corporate Governance together with the certificate of the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR, 2015 is annexed thereto as integral part of this report.
Pursuant to Regulation 34 (2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of corporate social responsibility as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time are not applicable to your Company. There was no CSR obligation for the Company for the financial year 2023-24. The Annual Reporting on CSR under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is currently not applicable to the Company.
Pursuant to the provisions of sub-section (9) of Section 135, the functions of CSR committee, if any, shall be duly discharged by the Board of Directors of the Company. The Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Policy may be accessed on the Company''s website at http://panchmahalsteel.co.in/policies/Corporate-Social-Responsibility-Policy.pdf.
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.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at http://panchmahalsteel.co.in/ policies/Related-Party-Transaction-Policy.pdf.
During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions with the Company''s promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company at large or which is required to be reported The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2023-24 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes forming part of the financial statements of the Company for the year ended 31st March, 2024.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointments
At the 50th Annual General Meeting of the Company held on September 25, 2023, the shareholders of the Company approved the re-appointment of Mr. Ashok R. Malhotra as Chairman & Managing Director of the Company for a period of 3 years w.e.f. April 01, 2024.
Mr. Samir M. Parikh is re-appointed as Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years on the Board of the Company with effect from February 4, 2024, till February 3, 2029, and his re-appointment is approved by the Shareholders vide Special Resolution passed through Postal Ballot Notice dated February 3, 2024.
Based on recommendation of NRC and in accordance with provisions of the Act and Listing Regulations, Mr. Swapon Lalitmohan Adhikari (DIN: 07135873) & Mr. Jaswantkumar Jain (DIN: 10719368) are appointed as an Additional Directors (Independent) of the Company by the Board of Directors on August 12, 2024, for a term of 5 years commencing from August 12, upto August 11, 2029, subject to the approval of Members. The resolutions seeking members'' approval for their appointment forms part of the Notice.
In terms of the provisions of Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Mr. Ashok R. Malhotra (DIN: 00120198), Chairman & Managing Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment. The members are requested to consider and approve his re-appointment.
Declaration by Independent Directors
The Company has received the necessary declarations/confirmations from each Independent Director under Section 149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of Independent Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee & Stakeholders'' Relationship Committee. The details of Board evaluation process have been provided under the Corporate Governance Report.
Familiarization Programme for Independent Directors
All Independent Directors are familiarized with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations.
In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.
Nomination & Remuneration Policy
The Company''s policy for appointment of Directors, Key Management Personnel and Senior Management employees and their remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://panchmahalsteel.co.in/policies/Remuneration-Policy-for-Directors-KMP-and-other-Employees.pdf. The details of Nomination & Remuneration Policy form part of the Corporate Governance Report of this Annual Report.
Number of Meetings of the Board and its committees
During the year under review, 4 (four) meetings of the Board of Directors of the Company were convened and held. The detailed information on the meeting of the Board and its various Meetings are included in the Corporate Governance Report forming part of this report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders'' Relationship Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.
Key Management Personnel
Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Rules framed thereunder, the following persons have been designated as Key Management Personnel of the Company:
1. Mr. Ashok Malhotra, Chairman & Managing Director
2. Mr. Nilesh Shah, Chief Financial Officer
3. Mr. Deepak Nagar, GM (Legal) & Company Secretary.
During the year under review, Mr. Ashok Malhotra is re-appointed as Chairman and Managing Director of the Company, liable to retire by rotation, for a period of 3 (Three) years w.e.f. April 01, 2024 and his remuneration and appointment is approved by the Shareholders vide Special Resolution passed at the 50th AGM held on 25.09.2023.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors
In terms of provisions of the Companies Act, 2013, at the 46th Annual General Meeting (28.09.2019) of the Company, M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W/W-100036), Vadodara, were appointed as statutory auditors of the Company to hold the office from the conclusion of the 46th Annual General Meeting till the conclusion of 51st Annual General Meeting to be held in the year 2024. They have given their consent for re-appointment as the Statutory Auditors for the second term of five years. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Members are requested to approve their appointment as the Auditors of the Company and to fix their remuneration as recommended by the Board, pursuant to Section 139 of the Companies Act, 2013. The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer.
Internal Auditors
M/s Keyur Patel & Co., Chartered Accountants, Vadodara, has carried out the Internal Audit of the Company for the financial year 2023-24. On the recommendation of the Audit Committee, the Board has re-appointed them as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2024-25.
Cost Auditors
The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company.
M/s. Kiran J. Mehta & Co., Cost Accountants, (FRN: 000025) Ahmedabad, the Cost Auditors of the Company have carried out the audit of cost records for steel Plant of the Company during the year.
The Board after considering the recommendations of its Audit Committee, re-appointed the aforesaid firm as cost auditors for the financial year 2024-25. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
The Cost Audit Report for the financial year ended 31st March, 2023 was filed with the Ministry of Corporate Affairs on 23rd August, 2023.
Secretarial Auditor
Your Board has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara, as Secretarial Auditor of the Company for the financial year 2024-25.
The Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for the financial year 2023-24 is annexed herewith as "Annexure-A" and forms integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year.
Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
ANNUAL RETURN
As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at http://panchmahalsteel.co.in/disclosures.html#0.
AUDIT COMMITTEE
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. The composition of Audit Committee and other details are given in the Corporate Governance Report.
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 are explained in the Corporate Governance Report and also posted on the website of the Company at http://panchmahalsteel.co.in/policies/Whistle-Blower-Policy.pdf.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy to ensure 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. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to 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. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee.
The Company has in place adequate internal financial controls with reference to financial statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-B" to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in "Annexure-C" 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
Honeyvick Enterprises Private Limited continues to be a holding company, holding 55.36% Equity Share Capital (55.12% as at 31.03.2024) of the Company. The Company neither has any subsidiary/ associate/joint venture company nor any other company has become subsidiary/ associate/ joint venture company of the Company during the year.
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 in place an Anti-Sexual Harassment Policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the year under review, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as of March 31, 2024.
OTHER DISCLOSURES
There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.
There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.
There was no instance of one-time settlement with any Bank or Financial Institution.
Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 with regard to Business Responsibility and Sustainability Report is not appliable to the Company.
APPRECIATION
Your Directors thank the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers and other business associates 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
Sd/-
Place : Vadodara Ashok Malhotra
Date : 12th August, 2024 Chairman & Managing Director
DIN : 00120198
Mar 31, 2023
The Company''s Directors are pleased to present the 50th Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2023.
FINANCIAL RESULTS
|
(Rs. in Lacs) |
||
|
Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
|
Revenue from Operations |
48864.10 |
57359.90 |
|
Operating Expenses |
47310.74 |
49756.63 |
|
Operating Profit before Interest, Tax, Depreciation & Amortization |
1553.36 |
7603.27 |
|
Depreciation & Amortization Expense |
796.01 |
759.46 |
|
Finance Costs |
707.92 |
589.79 |
|
Other Income |
140.53 |
401.04 |
|
Profit before Tax |
189.96 |
6655.06 |
|
Tax Expense (including Deferred Tax) |
52.13 |
796.84 |
|
Profit for the year |
137.83 |
5858.22 |
|
Other Comprehensive Income |
12.51 |
(28.31) |
|
Total Comprehensive Income for the year |
150.33 |
5829.91 |
|
Earnings per Share (in Rupees) |
0.72 |
30.71 |
REVIEW OF OPERATIONS & FUTURE OUTLOOK
The Company recorded total income of Rs.490.05 crores as compared to Rs.577.61 crores in the previous year. The Company achieved a Profit after Tax for the year of Rs.1.38 crores as against Rs.58.58 crores in the previous year.
The macro-economic volatility marked by high inflation, geopolitical turmoil, economic uncertainty, and industry cyclicality have dominated the global business environment during FY2022-23. However, the future outlook of the Company looks good. The stainless-steel market is poised for significant growth in the coming years due to several factors, including rapid industrialisation, increasing construction activities, and infrastructure development in the country. The Company is focusing on upgrading its portfolio by producing high-value added products and broadening its customer base.
The Directors do not recommend any dividend for the financial year ended March 31, 2023.
Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company does not fall under top 1000 Listed Companies by market capitalisation as on 31st March, 2023 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.
The Board of Directors has decided to retain the entire amount of profit for the financial year 2022-23 in the Statement of Profit and Loss.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
There are no material changes and commitments affecting the financial position and business operations of the Company for the financial year ended 31st March, 2023 to the date of signing of the Directors'' Report.
The paid-up Equity Share Capital of your Company as on March 31, 2023 stood at Rs.19.08 crores comprising of 1,90,78,329 equity shares of Rs.10/- each. 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 does not have ''Deposits'' as contemplated under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not invited or accepted any such deposit during the financial year ended 31st March, 2023.
The Rating Agency, India Ratings and Research (Ind-Ra) vide its letter dtd. 02.08.2022 has assigned the ratings of various credit facilities of the Company as stated below:
|
Instrument Type |
Rating Type |
Rated Limits (million) |
Rating |
|
Issuer Rating Long Term |
- |
- |
IND BBB/Stable |
|
Fund-based working capital limit |
Long Term |
INR 900.00 |
IND BBB/Stable/ IND A3 |
|
Non-fund-based working capital limit |
Short Term |
INR 1320.00 |
IND A3 |
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they have 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 as at March 31, 2023 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 AND MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
The Company has complied with the Corporate Governance requirements under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR, 2015 is annexed thereto as integral part of this report.
Pursuant to Regulation 34 (2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of sub-section (9) of Section 135, the functions of CSR committee are duly discharged by the Board of Directors of the Company. The Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Policy may be accessed on the Company''s website at http://panchmahalsteel.co.in/policies/Corporate-Social-Responsibility-Policy.pdf
The Report on CSR activities carried out by the Company under Section 135 of the Companies Act, 2013 and the Rules made thereunder is annexed hereto as "Annexure-A", which is forming a part of this report.
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.
All Related Party Transactions, that were entered into during the Financial Year under review, were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. The related party transactions entered into by the Company are disclosed in Notes forming part of the financial statements of the Company for the year ended 31st March, 2023.
There were no materially significant related party transactions with the Company''s promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company at large or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended.
The Company has laid down policies and process/procedures so as to ensure compliance to the subject section in the Companies Act, 2013 and the corresponding Rules. The Related Party Transaction Policy as approved by the Board is posted on the website of the Company and available at http://panchmahalsteel.co.in/policies/Related-Party-Transaction-Policy.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointments
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Rules made thereunder, Ms. Suchita Shah, Non-Executive Non-Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re- appointment. The members are requested to consider and approve her re-appointment.
The Board of Directors at their meeting held on August 14, 2023 on recommendation of Nomination and Remuneration Committee, have appointed Mr. Ashok Malhotra (DIN: 00120198) as Chairman & Managing Director of the Company for a period of 3 years with effect from April 1, 2024, subject to approval of the Shareholders. Your directors recommend to the Shareholders the appointment of Mr. Ashok Malhotra as Chairman & Managing Director of the Company at the ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received the necessary declarations/confirmations from each Independent Director under Section 149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of theSEBI Listing Regulations, that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of Independent Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee. The details of Board evaluation process have been provided under the Corporate Governance Report.
Familiarization Programme for Independent Directors
All Independent Directors are familiarized with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations.
In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.
Nomination & Remuneration Policy
The Company''s policy for appointment of Directors, Key Management Personnel and Senior Management employees and their remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://panchmahalsteel.co.in/policies/Remuneration-Policv-for-Directors-KMP-and-other-Emplovees.pdf. The details of Nomination & Remuneration Policy form part of the Corporate Governance Report of this Annual Report.
Number of Meetings of the Board and its committees
During the year under review, 4 (four) meetings of the Board of Directors of the Company were convened and held. The detailed information on the meeting of the Board and its various Meetings are included in the Corporate Governance Report forming part of this report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders'' Relationship Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.
Key Management Personnel
Pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Rules framed thereunder, the following persons have been designated as Key Management Personnel of the Company:
1. Mr. Ashok Malhotra, Chairman & Managing Director
2. Mr. Nilesh Shah, Chief Financial Officer
3. Mr. Deepak Nagar, GM (Legal) & Company Secretary.
During the year under review, there has been no change in the Key Managerial Personnel.
AUDITORS AND AUDITORS'' REPORT Statutory Auditors
In terms of provisions of the Companies Act, 2013, at the 46th Annual General Meeting (28.09.2019) of the Company, M/s CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W), Vadodara, were appointed as statutory auditors of the Company to hold the office from the conclusion of the 46th Annual General Meeting till the conclusion of 51st Annual General Meeting to be held in the year 2024. They have confirmed that they are not disqualified from continuing as auditors of the company.
The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark, or disclaimer.
Internal Auditors
Your Company has re-appointed M/s Keyur Patel & Co., Chartered Accountants, Vadodara as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2023-24. Cost Auditors
The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company.
M/s. Kiran J. Mehta & Co., Cost Accountants, (FRN: 000025) Ahmedabad, the Cost Auditors of the Company have carried out the audit of cost records for steel Plant of the Company during the year.
The Board after considering the recommendations of its Audit Committee, appointed the aforesaid firm as cost auditors for the financial year 2023-24. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
The Cost Audit Report for the financial year ended 31st March, 2022 was filed with the Ministry of Corporate Affairs on 31st August, 2022.
Secretarial Auditor
Your Board has appointed Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara, as Secretarial Auditor of the Company for the financial year 2023-24.
The Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for the financial year 2022-23 is annexed herewith as "Annexure-B" and forms integral part of this Annual Report. The Secretarial Audit Report does not containany qualification, reservation or adverse remark. The Company has complied with applicable Secretarial Standard during the year.
Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at http://panchmahalsteel.co.in/disclosures.html#0
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. The composition of Audit Committee and other details are given in the Corporate Governance Report.
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 are explained in the Corporate Governance Report and also posted on the website of the Company.
The Company has a Risk Management Policy to ensure 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. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to 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. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee.
The Company has in place adequate internal financial controls with reference to financial statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-C" to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016, as amended from time to time, in respect of Directors / employees of the Company is set out in "Annexure-D" 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
Honeyvick Enterprises Private Limited continues to be a holding company, holding 55.12% Equity Share Capital of the Company. The Company neither has any subsidiary/ associate/ joint venture company nor any other company has become subsidiary/ associate/ joint venture company of the Company during the year.
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 in place an Anti-Sexual Harassment Policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the year under review, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as of March 31, 2023.
1. There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.
2. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.
3. There was no instance of one-time settlement with any Bank or Financial Institution.
4. Regulation 34(2)(f) of SEBI LODR, 2015 with regard to Business Responsibility and Sustainability Report is not appliable to the Company.
Your Directors thank the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers and other business associates for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.
Mar 31, 2018
DIRECTORSâ REPORT
To,
The Members
The Company''s Directors are pleased to present the 45th Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2018.
FINANCIAL RESULTS
(Rs. in lacs)
|
Particulars |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
|
Revenue from Operations |
39821.93 |
36241.01 |
|
Operating Expenses |
38172.03 |
34450.36 |
|
Operating Profit before Interest, Tax, Depreciation & Amortization |
1649.90 |
1790.65 |
|
Depreciation & Amortization Expense |
783.65 |
778.08 |
|
Finance Costs |
1291.18 |
1351.15 |
|
Other Income |
463.93 |
363.76 |
|
Profit/(Loss) before Exceptional & Extraordinary Items and Tax |
38.99 |
25.18 |
|
Exceptional & Extraordinary Items |
- |
- |
|
Profit/(Loss) before Tax |
38.99 |
25.18 |
|
Tax Expense (including Deferred Tax) |
(15.72) |
(6.99) |
|
Tax for Earlier Years |
- |
2.77 |
|
Profit for the year from Continuing Operations |
54.71 |
29.40 |
|
Other Comprehensive Income |
- |
- |
|
Total Comprehensive Income for the year |
54.71 |
29.40 |
TRANSFER TO RESERVES
In view of inadequacy of profits for the financial year under review, no amount has been transferred to the Reserves. STATE OF COMPANY AFFAIRS / REVIEW OF OPERATIONS
The total revenue (including other income) of the Company during the year was Rs.402.86 crores as compared to Rs.366.05 crores in the previous year. The Company reported a total comprehensive income of Rs.54.71 lacs for the year under review. The business environment though challenging looks promising and optimistic, considering the overall economic environment and marketing strategy of the Company.
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (Ind- AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2018.
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 Report.
DIVIDEND
The Directors do not recommend any dividend for the year ended 31st March, 2018.
SHARE CAPITAL
The paid-up Equity Share Capital of your Company as on March 31, 2018 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.
FIXED DEPOSITS
The Company has not accepted or renewed any deposits during the year. There are no outstanding deposits as at 31st March, 2018.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a) in preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they have 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 as at March 31, 2018 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 REPORT
The Company has implemented procedures and adopted practices in conformity with the Code of Corporate Governance as stipulated under Regulation 34 read with Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executives Non-Independent and Independent Directors, who have affirmed compliance thereto. The said Code of Conduct has been posted on the website of the Company.
The Management Discussion and Analysis Report and the Corporate Governance Report, appearing elsewhere in this Annual Report, forms part of Directors Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.
CORPORATE SOCIAL RESPONSIBILITY
The provisions as prescribed under Section 135 of the Companies Act, 2013 with regard to corporate social responsibility along with Rules made thereunder are not applicable to the Company. 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.
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The said Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web-site.
There were no related party transactions entered into during the financial year under Section 188 of Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Directors
Mr. Hanish Malhotra, Director (Marketing) and Mr. Mohanraj M. Singhi, Independent Director, have resigned from the Board of Directors with effect from 17th May, 2017 and 8th July, 2017 respectively.
The Board records its appreciation for the valuable services rendered by both the Directors.
Re-appointments
In accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder, Mr. Pradeep Sharma retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his re-appointment.
The Board has re-appointed Mr. Ashok Malhotra as Managing Director of the Company w.e.f. 1st April, 2018 for a period of 3 years. The Board recommends his re-appointment.
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 Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 152(6)(e) of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the annual evaluation of the performance of the Board, its committees and of individual directors has been made by the Board of Directors of the Company. The details of Board evaluation process have been provided under the Corporate Governance Report.
Familiarization Programme for Independent Directors
In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the operations of Company, business overview etc. The details of familiarization programme are explained in the Corporate Governance Report.
Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Remuneration Policy forms part of Corporate Governance Report of this Annual Report.
Number of Meetings of the Board
The details of the number of meetings held during the financial year 2017-18 forms part of the Corporate Governance Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Committees of the Board
The Board of Directors has the following Committees:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders'' Relationship Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.
Key Management Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Management Personnel of the Company are - Mr. Ashok Malhotra, Chairman & Managing Director, Mr. Pradip H. Gupta, Chief Financial Officer and Mr. Deepak Nagar, GM (Legal) & Company Secretary. During the year, there were no changes in Key Management Personnel of the Company.
AUDITORS AND AUDITORS'' REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members at the 44th Annual General Meeting of the Company held on 21st September, 2017 appointed M/s Atul Parikh & Co, Chartered Accountant (Firm Reg. No.106496W) as statutory auditors of the Company from the conclusion of the 44th Annual General Meeting till the conclusion of 49th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.
The requirement to place the matter relating to appointment of Statutory Auditors for ratification by Members at every Annual General Meeting has been done away with vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs. Accordingly no resolution is proposed for ratification of appointment statutory auditors of the Company. They are eligible for re-appointment and have given their confirmation that they are not disqualified from continuing as Auditors of the Company.
There is no audit qualification, reservation or adverse remark or disclaimer given by the Auditors in their Report for the year under review.
Internal Auditors
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.
Cost Auditors
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, on the recommendation of the Audit Committee, has appointed M/s Kiran J. Mehta & Co., Cost Accountants, (Firm Registration Number 000025) as Cost Auditor to audit the cost records of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
The Cost Audit Report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs on 31st August, 2017.
Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act, 2013, Mr. Niraj Trivedi, Practicing Company Secretary, Vadodara, have been re-appointed by the Board as Secretarial Auditor of the Company for the financial year 2018-19.
The Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for the financial year 2017-18 is annexed herewith as "Annexure -A" and forms integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company has complied with applicable Secretarial Standards during the year.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return required under Section 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this report as "Annexure-Bâ.
AUDIT COMMITTEE
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
The Company has a Risk Management Policy to ensure 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. The provisions relating to Risk Management Committee are not applicable to 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 Audit Committee.
The Company has in place adequate internal financial controls with reference to financial statements. 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(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure- C" to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure- D" to this Report.
The statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is 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
Honey Vick Enterprises Private Limited is a holding company of the Company, holding 55.12% Equity Share Capital of the Company. Neither the Company has any subsidiary/ associate/ joint venture company nor any other company has become subsidiary/ Associate/ Joint Venture company of the company during the year.
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 thereunder.
During the year under review, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2018.
APPRECIATION
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 : 11th August, 2018 Chairman & Managing Director
Mar 31, 2016
DIRECTORS'' REPORT
To,
The Members
The Company''s Directors are pleased to present the 43rd Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2016.
FINANCIAL RESULTS
(Rs. in crores)
|
Particulars |
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
Revenue from Operations |
290.17 |
390.61 |
|
Operating Expenses |
292.02 |
380.06 |
|
Operating Profit/(Loss) before Interest, Tax, Depreciation & Amortization |
(1.85) |
10.55 |
|
Depreciation & Amortization Expense |
8.19 |
8.65 |
|
Finance Costs |
11.31 |
10.66 |
|
Other Income |
2.63 |
1.05 |
|
Profit/(Loss) before Exceptional & Extraordinary Items and Tax |
(18.72) |
(7.71) |
|
Exceptional & Extraordinary Items |
- |
2.10 |
|
Profit/(Loss) before Tax |
(18.72) |
(5.61) |
|
Tax Expense (including Deferred Tax) |
(6.09) |
(2.07) |
|
Tax for Earlier Years |
(0.04) |
- |
|
Profit/(Loss) after Tax |
(12.59) |
(3.53) |
|
Balance brought forward from the previous year |
32.80 |
37.12 |
|
Balance available for appropriation |
20.21 |
33.59 |
|
Appropriations: |
||
|
Adjustment relating to Fixed Assets |
- |
0.79 |
|
Balance carried to Balance Sheet |
20.21 |
32.80 |
TRANSFER TO RESERVES
In view of loss for the financial year under review, no amount has been transferred to the Reserve.
STATE OF COMPANY AFFAIRS/REVIEW OF OPERATIONS
The sales and other income of the Company was lower at Rs.292.80 crores for the year under review as compared to Rs. 391.66 crores in the previous year. The performance during the year was adversely affected due to global economic uncertainties, recessionary trends, lower demand, depreciation of currency and volatile commodity market. The business environment continues to be challenging.
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 Report.
DIVIDEND
The Directors do not recommend any dividend for the year ended 31st March, 2016.
SHARE CAPITAL
The paid-up Equity Share Capital of your Company as on March 31, 2016 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.
FIXED DEPOSITS
The Company has not accepted or renewed any deposits during the year. There are no outstanding deposits as at 31st March, 2016.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
a) in preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they have 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 as at March 31, 2016 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 REPORT
The Company has implemented procedures and adopted practices in conformity with the Code of Corporate Governance under the erstwhile Listing Agreement with the Stock Exchange upto 30th November, 2015 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 w.e.f. 1st December, 2015 The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executives Non-Independent and Independent Directors, who have affirmed compliance thereto. The said Code of Conduct has been posted on the website of the Company.
The Management Discussion and Analysis Report and the Corporate Governance Report, appearing elsewhere in this Annual Report, forms part of Directors Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.
CORPORATE SOCIAL RESPONSIBILITY
The provisions as prescribed under Section 135 of the Companies Act, 2013 with regard to corporate social responsibility along with Rules made there under are not applicable to the Company. 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.
RELATED PARTY TRANSACTIONS
There were no related party transactions entered into during the financial year under Section 188 of Companies Act, 2013. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web-site.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
In accordance with the applicable provisions of the Companies Act, 2013 and Rules made there under, Mr. Ashok Malhotra retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his re-appointment.
Key Management Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Management Personnel of the Company are - Mr. Ashok Mlahotra, Chairman & Managing Director, Mr. Pradip H. Gupta, Chief Financial Officer and Mr. Deepak Nagar, GM (Legal) & Company Secretary.
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.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as of the Audit, Nomination & Remuneration & Stakeholders Relationship Committees of the Board. The details of Board evaluation process have been provided under the Corporate Governance Report.
Familiarization Programme for Independent Directors
In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the operations of Company, business overview etc. The details of familiarization programme are explained in the Corporate Governance Report.
Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Remuneration Policy forms part of Corporate Governance Report of this Annual Report.
Number of Meetings of the Board of Directors and Audit Committee
During the year 4 (four) 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
Statutory Auditors
M/s. JRS Patel & Co., Chartered Accountants, Vadodara were appointed as Statutory Auditors of your Company at the previous 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.
Internal Auditors
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.
Cost Auditors
M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, 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 2016-17. The Cost Audit Report for the Financial Year 2014-15 was filed with the Ministry of Corporate Affairs on 17th September, 2015.
Secretarial Auditor
During the year, Secretarial Audit was carried out by Mr. Niraj Trivedi, Practising Company Secretary, Vadodara, the Secretarial Auditor of the Company for the financial year 2015-16. 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.
AUDIT COMMITTEE
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
The Company has a Risk Management Policy to ensure 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. The provisions relating to Risk Management Committee are not applicable to 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 Audit Committee.
The Company has in place adequate internal financial controls with reference to financial statements.
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 Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-D" to this Report.
The statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is 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
Consequent upon the coming into effect of the Scheme of Amalgamation between AMIL Enterprises Private Limited (the "Transferor Company") and Honeyvick Enterprises Private Limited (the "Transferee Company") as approved by the Hon''ble High Court of Gujarat, M/s Honeyvick Enterprises Private Limited, a person acting in concert with promoters of the Company has become the holding company of your Company with effect from February 24, 2016.
Your Company does not have any subsidiary, joint venture or associate Company.
LISTING AGREEMENT
As per the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company entered into Fresh Listing Agreement with the BSE Limited during February, 2016.
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 2015-16, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2016.
APPRECIATION
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 : 13th August, 2016 Chairman & Managing Director
Mar 31, 2014
Dear Members
The Directors of your Company present to you the 41st Annual Report of
your Company together with the Statement of Audited Accounts for the
year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. in crores)
Particulars Year ended Year ended
31.03.2014 31.03.2013
Revenue from Operations 326.92 340.88
Operating Expenses 316.28 320.47
Operating Profit before Interest, Tax,
Depreciation & Amortization 10.64 20.41
Depreciation & Amortization Expense 6.85 8.17
Finance Costs 9.34 9.34
Other Income 0.99 2.37
Profit/(Loss) before Exceptional &
Extraordinary Items and Tax (4.56) 5.26
Exceptional & Extraordinary Items 1.60 -
Profit/(Loss) before Tax (2.96) 5.26
Tax Expense (including Deferred Tax) (1.13) 1.51
Profit/(Loss) after Tax (1.82) 3.75
Balance brought forward from the previous year 39.05 38.14
Balance available for appropriation 37.23 41.89
Appropriations:
Transfer from Debenture Redemption Reserve - 0.03
Transfer to General Reserve - 0.10
Proposed Dividend - 2.36
Tax on Proposed Dividend - 0.40
Compensation in lieu of Dividend 0.11 0.00
Balance carried to Balance Sheet 37.12 39.05
OPERATIONS
The sales and other income of the Company is Rs.327.91 crores as
against Rs.343.25 crores in the previous year. The operating profit is
Rs.10.64 crores as compared to Rs. 20.41 crores in the previous year.
The business environment continued to be challenging during the year on
account of global slowdown and also on account of uncertainties in the
Indian economy. High volatilities in the exchange rate further added to
the uncertainties of business. However, your Company continues to
improve and strengthen its operations and the management is hopeful and
confident of better future of the company.
DIVIDEND
Your Directors do not recommend any dividend for the year ended 31st
March, 2014.
FINANCIAL RESTRUCTURING
Your Company has fully discharged all its liabilities towards secured
lenders of the Company as per the Scheme of Compromise and/or
Arrangement approved by the Hon''ble High Court of Gujarat. The Company
has paid up all its long term debt.
The Company has issued 1,73,869 Equity Shares of Rs. 10/- each as fully
paid-up shares at a premium of Rs.152.75 per share aggregating to
Rs.2,82,97,180/- to Gujarat Industrial Investment Corporation Limited
as per the order of Hon''ble High Court of Gujarat under the Scheme of
Compromise and/or Arrangement.
DEPOSITS
The Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding as on 31st March, 2014.
STATUTORY DISCLOSURES
1. The statutory disclosures in accordance with Section 217(1)(e) of
the Companies Act, 1956, with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo are made
in Annexure-A to this report.
2. The information required under the amended provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 and forming part of the Report is given in
Annexure - B of this report.
3. A Report on Corporate Governance, pursuant to the revised Clause 49
of the Listing Agreement, along with the Auditors Certificate regarding
compliance of conditions of Corporate Governance and Management
Discussion & Analysis Report are separately given as Annexure - C to
this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors affirm that the audited accounts containing financial
statements for the financial year 2013-14 are in full conformity with
the requirements of the Companies Act, 1956. 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:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) they have 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 as on 31st March, 2014 and of the profit of the Company for
that period;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 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.
Your Company''s Internal Auditors have conducted periodic audits to
provide reasonable assurances that established policies and procedures
have been followed.
DIRECTORS
In accordance with the erstwhile provisions of the Companies Act, 1956
and Articles of Association of the Company, Mr. Nilesh Mehta and Mr.
Amal Dhru, Directors of the Company retire by rotation at the ensuing
Annual General Meeting. In terms of Section 149 and any other
applicable provisions of the Companies Act, 2013, Mr. Nilesh Mehta and
Mr. Amal Dhru have offered themselves for appointment as Independent
Director for 5 years from the date of ensuing Annual General Meeting to
be held on 30th September, 2014. Further Mr. Mohanraj M. Singhi and Mr.
Milan Shah, Directors whose period of office is subject to retirement
by rotation have offered themselves for appointment as Independent
Directors for 5 years from the date of ensuing Annual General Meeting
to be held on 30th September, 2014 in terms of Section 149 and any
other applicable provisions of Companies Act, 2013. The Company has
received requisite disclosures / declarations from all Independent
Directors viz, Mr. Nilesh Mehta, Mr. Amal Dhru, Mr. Mohanraj M. Singhi
& Mr. Milan Shah as required under the relevant provisions of Companies
Act, 2013.
The Company has received notices under Section 160 of Companies Act,
2013 from members signifying their intention to propose Mr. Nilesh
Mehta, Mr. Amal Dhru, Mr. Mohanraj M. Singhi & Mr. Milan Shah as
candidates for the office of Independent Directors at the ensuing
Annual General Meeting.
The Board of Directors have re-appointed Mr. Pradeep Sharma as Director
(Operations) of the Company w.e.f. 26th October, 2014 for a period of 3
years. The Board recommend his re-appointment.
Mr. Ashok Malhotra, Director of the Company retires by rotation at the
ensuing Annual General Meeting of the Company and being eligible, has
offered himself for re-appointment.
AUDITORS
The Auditors M/s. JRS Patel & Co., Chartered Accountants, Vadodara,
retires and offers themselves for re-appointment.
The observations made by the Auditors, read with the relevant Notes to
the Accounts and Accounting Policies are self explanatory.
COST AUDIT
In terms of Section 148 of the Companies Act, 2013, the Board has
appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, as
Cost Auditors to carry out the cost audit in respect of Steel Plant of
the Company for the financial year 2014-15.
As required under the provision of Section 139(1) of the Companies Act,
2013, M/s. Kiran J. Mehta & Co., Cost Accountants have given their
consent and written certificate under the provisions of Companies Act,
2013 and Companies (Audit and Auditors) Rules, 2014. Further, Section
148 (3) of Companies Act, 2013 requires that the remuneration of cost
auditors shall require the ratification of Shareholders and accordingly
the appropriate resolution has been included in the notice convening
the 41st Annual General Meeting.
The Cost Audit Report for the financial year 2012-13, which was due to
be filed with the Ministry of Corporate Affairs by September 27, 2013,
was filed on June 13, 2013.
APPRECIATION
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:12th August, 2014 Chairman & Managing Director
Mar 31, 2013
To, The Members
The Directors of your Company present to you the 40th Annual Report of
your Company together with the Statement of Audited Accounts for the
year ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. in crores)
Particulars Year ended Year ended
31.03.2013 31.03.2012
Revenue from Operations 340.88 464.26
Operating Expenses 320.47 435.25
Operating Profit before Interest,
Tax, Depreciation & Amortization 20.41 29.01
Depreciation & Amortization Expense 8.17 12.03
Finance Costs 9.34 9.64
Other Income 2.37 1.18
Prior Period Items 0.00 0.14
Profit before Tax 5.26 8.39
Tax Expense (including Deferred Tax) 1.51 2.64
Profit after Tax 3.75 5.75
Balance brought forward
from the previous year 38.14 38.08
Balance available for appropriation 41.89 43.84
Appropriations:
Transfer from Debenture
Redemption Reserve 0.03 0.39
Transfer to General Reserve 0.10 0.60
Proposed Dividend 2.36 4.73
Tax on Proposed Dividend 0.40 0.77
Balance carried to Balance Sheet 39.05 38.14
OPERATIONS
The sales and other income of the Company is Rs.340.88 crores as
against Rs.464.26 crores in the previous year. The operating profit is
Rs.20.41 crores as compared to Rs. 29.01 crores in the previous year.
The current business environment is difficult and challenging on
account of the overall global slowdown and also the weak investment
climate and slowing of the Indian economy. The high volatility in the
exchange rate further adds to the uncertainties of business. However,
your Company endeavours to remain competitive & improve operations and
the management is confident of the future growth of the company.
DIVIDEND
Your Directors have recommended a dividend @ Rs.1.25/- per equity share
of face value of Rs.10/- each for the year ended 31st March, 2013.
FINANCIAL RESTRUCTURING
The Company has paid all loans to the secured lenders as per the Scheme
of Compromise and/or Arrangement approved by the Hon''ble High Court of
Gujarat. The matter related to dissenting secured lender is pending
before the Hon''ble High Court of Gujarat.
DEPOSITS
The Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding as on 31st March, 2013.
STATUTORY DISCLOSURES
1. The statutory disclosures in accordance with Section 217(1)(e) of
the Companies Act, 1956, with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo are made
in Annexure- A to this report.
2. The information required under the amended provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 and forming part of the Report is given in
Annexure - B of this report.
3. A Report on Corporate Governance, pursuant to the revised Clause 49
of the Listing Agreement, along with the Auditors Certificate regarding
compliance of conditions of Corporate Governance and Management
Discussion & Analysis Report are separately given as Annexure - C to
this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors affirm that the audited accounts containing financial
statements for the financial year 2012-13 are in full conformity with
the requirements of the Companies Act, 1956. 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 :
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have 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 as on 31st March, 2013 and of the profit of the Company
for that period;
iii) the Directors have taken proper care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 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.
Your Company''s Internal Auditors have conducted periodic audits to
provide reasonable assurances that established policies and procedures
have been followed.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Mr. Mohanraj
M. Singhi and Mr. Milan Shah, Directors of the Company, retire by
rotation and being eligible, offer themselves for re-appointment.
AUDITORS
The observations made by the Auditors, read with the relevant Notes to
the Accounts and Accounting Policies are self explanatory.
The Auditors M/s. JRS Patel & Co., Chartered Accountants, retires and
offers themselves for re-appointment.
COST AUDIT
The Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants,
Ahmadabad, as Cost Auditors to carry out the cost audit in respect of
Steel Plant of the Company for the financial year 2013-14 subject to
approval of the Central Government. An application for approval of the
Central Government for such re-appointment would be made by the
Company.
The Cost Audit Report in XBRL format for the financial year 2011-12,
which was due to be filed with the Ministry of Corporate Affairs by
December 31, 2012, was filed on December 12, 2012.
APPRECIATION
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 : 28th May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors of your Company present to you the 39th Annual Report of
your Company together with the Statement of Audited Accounts for the
year ended 31 st March, 2012.
FINANCIAL RESULTS
(Rs. in crores)
Particulars Year ended Year ended
31.03.2012 31.03.2011
Revenue from Operations 464.16 404.60
Operating Expenses 435.25 365.64
Operating Profit before Interest,
Tax, Depreciation & Amortization 28.91 38.96
Depreciation & Amortization Expense 12.03 13.97
Finance Costs 9.64 8.83
Other Income 1.28 1.05
Prior Period Items 0.13 (0.10)
Profit before Tax 8.39 17.31
Tax Expense (including Deferred Tax) 2.64 5.73
Profit after Tax 5.75 11.58
Balance brought forward from
the previous year 38.08 29.83
Balance available for appropriation 43.83 41.41
Appropriations
Transfer from Debenture Redemption Reserve (0.39) (3.44)
Transfer to General Reserve 0.60 1.20
Proposed Dividend 4.73 4.73
Tax on Proposed Dividend 0.77 0.77
Dividend (F.Y.2009-10) - 0.06
Tax on Dividend (F.Y. 2009-10) - 0.01
Balance carried to Balance Sheet 38.13 38.08
OPERATIONS
The sales and other income of the Company is Rs.465.44 crores as
against Rs.405.65 crores in the previous year. The operating profit is
Rs.28.91 crores as compared to Rs.38.96 crores in the previous year.
The global economic uncertainties, recessionary trends and depreciating
rupee continue to create a challenging business environment. However,
your Company is well poised to face these uncertainties and the
management is confident and optimistic of the growth and bright future
of the Company.
DIVIDEND
Your Directors have recommended a dividend @ Rs.2.50/- per equity share
of face value of Rs.10/- each for the year ended 31st March, 2012.
FINANCIAL RESTRUCTURING
The Company is meeting its entire obligation and is making payments to
the Secured Lenders as per the terms of the Scheme of Compromise and/or
Arrangement as approved by the Hon'ble High Court of Gujarat.
DEPOSITS
The Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding as on 31st March, 2012.
STATUTORY DISCLOSURES
1. The statutory disclosures in accordance with Section 217(1 )(e) of
the Companies Act, 1956, with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo are
made in Annexure- A to this report.
2. The information required under the amended provisions of Section 21
7(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 and forming part of the Report is given in
Annexure - B of this report.
3. A Report on Corporate Governance, pursuant to the revised Clause 49
of the Listing Agreement, along with the Auditors Certificate regarding
compliance of conditions of Corporate Governance and Management
Discussion and Analysis are separately given as Annexure - C to this
report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors affirm that the audited accounts containing financial
statements for the financial year 2011-12 are in full conformity with
the requirements of the Companies Act, 1956. 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:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) The Directors have 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 have taken proper care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 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.
Your Company's Internal Auditors have conducted periodic audits to
provide reasonable assurances that established policies and procedures
have been followed.
DIRECTORS
GIIC Limited and Asset Reconstruction Company (India) Limited withdrew
their nominees, Mr. Rajendra R. Rajyaguru and Mr. Satish Kumar Gupta
respectively from the Board of Directors of the Company. The Board
records its appreciation for the valuable guidance rendered by them.
The Board of Directors has re-appointed Mr. Pradeep Sharma as Director
(Operations), Mr. Hanish Malhotra as Director (Marketing) and Mr. Ashok
Malhotra as Managing Director of the Company with effect from 26th
October, 2011, 1st February, 2012 & 1st April, 2012 respectively for a
period of 3 years. The Board recommends their re-appointment.
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Mr. Nilesh
Mehta and Mr. Amal Dhru, Directors of the Company, retire by rotation
and being eligible, offer themselves for re-appointment.
AUDITORS
The observations made by the Auditors, read with the relevant Notes to
the Accounts and Accounting Policies are self explanatory.
The Auditors M/s. JRS Patel & Co., Chartered Accountants, retires and
offers themselves for re-appointment.
APPRECIATION
Your Directors thank the Banks, Financial Institutions, Shareholders,
Customers, 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 : 22nd May, 2012 Chairman & Managing Director
Mar 31, 2011
The Members
The Directors of your Company present to you the 38th Annual Report of
your Company together with the Statement of Audited Accounts for the
year ended 31 st March, 2011.
FINANCIAL RESULTS
(Rs. in crores)
Particulars Year ended Year ended
31.03.2011 31.03.2010
Sales & Other Income 405.48 294.05
Total Expenditure 365.63 260.78
Operating Profit 39.85 33.27
Interest, Finance Charges & Exchange
Variation 8.65 4.12
Gross Profit for the year 31.20 29.15
Depreciation 13.97 13.72
Profit before Taxation 17.23 15.43
Less: Provisions for Taxation
(including Provision for Deferred Tax) 5.75 0.86
Profit/(Loss) before Exceptional Items 11.48 14.57
Add : Prior Period Adjustments 0.10 -
Profit for the year 11.58 14.57
Balance brought forward from the previous year 29.83 24.42
Balance available for appropriation 41.41 38.99
Appropriations:
Transfer (from) / to Debenture Redemption
Reserve (3.44) 3.86
Transfer to General Reserve 1.20 1.10
Proposed Dividend 4.73 3.60
Tax on Proposed Dividend 0.77 0.60
Dividend (F.Y.2009-10) 0.06 -
Tax on Dividend (F.Y. 2009-10) 0.01 -
Balance carried to Balance Sheet 38.08 29.83
OPERATIONS
The sales and other income of the Company is Rs.405.48 crores as
against Rs.294.05 crores in the previous year. The operating profit is
Rs.39.85 crores as compared to Rs. 33.27 crores in the previous year.
Your Comapny has established itself as a qualitative and reliable
manufacturer in the global market and is exporting its products in
various segments in over 40 countries.
The business environment continues to be challenging on account of high
volatilities in the prices of nickle, a major raw material for the
Company. However, the Company is well geared to meet the dynamics of
the business environment and the management is optimistic of the bright
future for the Company.
DIVIDEND
Your Directors have recommended a dividend @ Rs.2.50/- per equity share
of face value of Rs.10/- each for the year ended 31st March, 2011.
FINANCIAL RESTRUCTURING
The Company is meeting its entire obligation and is making payments to
the Secured Lenders as per the terms of the Scheme of Compromise and/or
Arrangement as approved by the Hon'ble High Court of Gujarat.
The Board of Directors at their meeting held on 15th November, 2010
have converted 7,75,000 Secured Fully Convertible Debentures held by
M/s Gujarat Industrial Investment Corporation Limited and on such
conversion, issued and allotted to them:
a) 5,76,460 Equity Shares of Rs. 10/- each as fully paid-up at a share
premium of Rs. 152.75 per share aggregating to Rs. 9,38,18,865/- &
b) 24 Nos. of 5% Secured Non-Convertible Debentures - Series 2
(NCDs-Series 2) of the face value of Rs. 1,00,000/- each of the
aggregate nominal value of Rs. 24,00,000/-.
DEPOSITS
The Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding as on 31st March, 2011.
STATUTORY DISCLOSURES
1. The statutory disclosures in accordance with Section 217(1)(e) of
the Companies Act, 1956, with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo are made
in Annexure-A to this report.
2. The information required under the amended provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 and forming part of the Report is given in
Annexure - B of this report.
3. A Report on Corporate Governance, pursuant to the revised Clause 49
of the Listing Agreement, along with the Auditors Certificate regarding
compliance of conditions of Corporate Governance and Management
Discussion and Analysis are separately given as Annexure - C to this
report.
DIRECTORS' RESPONSIBILITY STATEMENT
Yours Directors affirm that the audited accounts containing financial
statements for the financial year 2010-11 are in full conformity with
the requirements of the Companies Act, 1956. 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:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors 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 at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors have taken proper care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 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.
Your Company's Internal Auditors have conducted periodic audits to
provide reasonable assurances that established policies and procedures
have been followed.
DIRECTORS
Mr. R.R. Rajyaguru ceased to be a nominee Director of GIIC Limited with
effect from 30th May, 2011.
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Mr. Mohanraj
M. Singhi and Mr. Milan Shah, Directors of the Company, retire by
rotation and being eligible, offer themselves for re-appointment.
AUDITORS
The observations made by the Auditors, read with the relevant Notes to
the Accounts and Accounting Policies are self explanatory.
The Auditors M/s. JRS Patel & Co., Chartered Accountants, retires and
offers themselves for re-appointment.
APPRECIATION
Your Directors thank the Banks, Financial Institutions, Shareholders,
Customers, 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
Ashok Malhotra
Chairman & Managing Director
Place : Vadodara
Date :30th May, 2011
Mar 31, 2010
The Directors of your company present to you the 37th Annual Report of
your Company together with the Statement of Audited Accounts for the
year ended 31st March, 2010.
FINANCIAL RESULTS
(Rs. in crores)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Sales & Other Income 294.05 472.51
Total Expenditure 260.78 451.61
Operating Profit 33.27 20.90
Interest, Finance Charges &
Exchange Variation 4.12 20.43
Gross Profit for the year 29.15 0.47
Depreciation 13.72 14.31
Profit before Taxation 15.43 (13.84)
Less : Provisions for Taxation 0.86 (4.99)
Profit/(Loss) before Exceptional
Items 14.57 (8.85)
Less : Prior Period Adjustments - 4.34
Profit for the year 14.57 (13.19)
Balance brought forward from the
previous year 24.42 37.61
Balance available for appropriation 38.99 24.42
Appropriations:
Transfer to Debenture Redemption
Reserve 3.86 --
Transfer to General Reserve 1.10 --
Proposed Dividend 3.60 --
Tax on Proposed Dividend 0.60 --
Balance carried to Balance Sheet 29.83 24.42
OPERATIONS
The sales and other income of the Company is Rs.294.05 crores as
against Rs.472.51 crores in the previous year. The operating profit is
Rs.33.27 crores as compared to Rs.20.90 crores in the previous year.
The business environment continued to be challenging after the global
meltdown in the previous year. However the Companys thrust on value
added products and increasing the customer base is giving results and
your Directors are cautiously optimist of the future growth of the
Company.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.2/- per equity
share of the face value of Rs.10/- for the year ended 31st March, 2010.
FINANCIAL RESTRUCTURING
The Scheme of Compromise and/or Arrangement between the Company and its
Secured Lenders was sanctioned by the Honble High Court of Gujarat
during the previous year. The Company is meeting its entire obligation
and has made all payments to the Secured Lenders as per the terms of
the Scheme.
The Board of Directors at their meeting held on 27th March, 2010 have
converted 5,38,80,000 Secured Fully Convertible Debentures and have
issued and allotted to Asset Restructuring Company (India) Limited
(ARCIL) :
i) 40,07,700 Equity Shares of Rs.10/- each as fully paid at a premium
of Rs.152.75 per share aggregating to Rs.65,22,53,175/-.
ii) 170, 5% Secured Non-Convertible Debentures - Series 2 (NCDs -
Series 2) of the face value of Rs.1,00,000/- each of the aggregate
value of Rs.1,70,00,000/-.
Further, the Board of Directors at their meeting held on 31st May, 2010
have also converted 44,50,000 Secured Fully Convertible Debentures and
have issued and allotted to Life Insurance Corporation of India (LIC) :
i) 3,31,000 Equity Shares of Rs.10/- each as fully paid at a premium of
Rs.152.75 per share aggregating to Rs.5,38,70,250/-.
ii) 14, 5% Secured Non-Convertible Debentures - Series 2 (NCDs - Series
2) of the face value of Rs.1,00,000/- each of the aggregate value of
Rs.14,00,000/-.
DEPOSITS
The Company has not accepted any deposits and as such, no amount of
principal or interest was outstanding as on 31st March, 2010.
STATUTORY DISCLOSURES
1. The statutory disclosures in accordance with Section 217(1)(e) of
the Companies Act, 1956, with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo are made
in Annexure-A to this report
2. The information required under the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 and forming part of the Report, is given in
Annexure-B of this report
3. A Report of Corporate Governance, pursuant to the revised Clause 49
of the listing agreement, along with the Auditors Certificate
regarding compliance of conditions of Corporate Governance and
Management Discussions and Analysis are separately given as Annexure-C
to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors affirm that the audited accounts containing financial
statements for the financial year 2009-10 are in full conformity with
the requirements of the Companies Act, 1956. They believe that the
financial statements reflect fairly, the form and substances of
transactions carried out during the year and reasonably present the
Companys financial condition and results of operations. These
statements are audited by the statutory auditors M/s.J.R.S. Patel &
Co., Chartered Accountants, Vadodara.
Your Directors further confirm that :
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanations
relating to material departures;
ii) the Directors have 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 have taken proper care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, 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.
Your Companys Internal Auditors have conducted periodic audits to
provide reasonable assurances that established policies and procedures
have been followed.
DIRECTORS
Mr.Satish kumar Gupta was appointed as Nominee Director of Asset
Restructuring Company (India) Limited with effect from 30th October,
2009.
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Mr.Nilesh
Mehta and Mr.Amal Dhru, Directors of the Company, retire by rotation
and being eligible, offer themselves for re-appointment.
AUDITORS
The observations made by the Auditors, read with the relevant Notes to
the Accounts and Accounting Policies are self explanatory.
The Auditors M/s.J.R.S. Patel & Co., Chartered Accountants, retire and
offer themselves for re-appointment.
APPRECIATION
Your Directors thank the Banks, Financial Institutions, Shareholders,
Customers, 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 : 31st May, 2010 Chairman & Managing Director
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Panchmahal Steel Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
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Panchmahal Steel Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Panchmahal Steel Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
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Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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