| Dear Members,
The Directors are pleased to present the 23rd Annual Report with the
Audited Accounts of the Company for the year ended March 31,2015.
Financial Highlights
(Rs. In 000)
Particulars 2014-15 2013-14
Revenue from Operation 1,773.23 3,575.59
Other Income 216.14 357.14
Total Revenue 1,989.37 3,932.73
Less: Total Expenses 1,336.54 2,854.66
Operating Profits before Exception item, 6,52.83 1,078.07
Depreciation, Interest and Tax
Less: Depreciation 394.37 394.37
Interest 52.35 158.25
Profit Before Tax 206.11 525.45
Less: Current Tax 63.69 162.36
Profit after Tax 142.42 363.08
REVIEW OF BUSINESS OPERATION
During the year under review, your company has earned income of Rs.
19,89,373/- from sale of Scarp and various other business activities in
financial year 2014-15 compared to the income of Rs. 39,32,731/- of
previous year which shows downtrend about 49.43% over the previous
year. The Profit before tax of the Company for the financial year
2014-15 stood at Rs. 2,06,107/- as against profit before tax of Rs.
5,25,445/- of previous year making Net Profit after Tax for the
financial year 2014-15 of Rs. 1,42,420/- as against Net Profit after
tax of Rs. 3,63,082/- of Previous year.
DIVIDEND
To conserve resources for future prospect and growth of the Company,
your Directors regret to declare Dividend for the Financial Year
2014-15 (Previous year - Nil).
NET PROFIT TRANSFER TO RESERVE
The Company has not transferred any amount to any reserve for the
financial year 2014-15 (Previous year - NIL).
INFORMATION ON BOARD OF DIRECTOR, COMMITTEE AND ITS MEETINGS:
Composition
The Board consists of four (4) members as on March 31, 2015, two (2) of
whom are Promoters Directors (one is Managing Director and one is
Non-Executive Director) and remaining two (2) are Non-Executive
Independent Directors. Further, Mrs. Manju R Agrawal, a promoter Non-
Executive Director of the Company, is designated as Woman Director for
the Company in terms of second proviso to the Section 149 (1) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement by the
Company entered with the Stock Exchanges.
The Composition of Board fulfils the requirements of Companies Act,
2013 and Clause 49 of Listing Agreement entered by the Company with
Stock exchanges.
Board Meetings
Regular meetings of the Board are held at least once in a quarter.
Additional Board meetings are convened to discuss and decide on various
business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 11
times, viz April 30, 2014, May 30, 2014, August 03, 2014, August 08,
2014, August 30, 2014, September 03,2014, October 30, 2014, January 13,
2015, January 27, 2015, February 17, 2015, and March 28, 2015.
The gap between two consecutive meetings was not more than one hundred
and twenty days as provided in section 173 of the Act.
The Independent Directors of the Company has met one time on March 28,
2015, inter alia, to evaluate the performance of Non-Independent
Directors, Board as a whole and performance of Chairman of the Company.
Further, your Company has formed following Committees of the Board in
accordance with Companies Act, 2013 and the Listing Agreement:
* Audit Committee
* Stakeholders' Grievances and Relationship Committee
* Nomination and Remuneration Committee
The details of number of meetings of Committees, its composition,
powers, terms of reference is provided under the corporate governance
report section in this Annual Report.
Appointment, Re-appointment and Resignation of Directors
During the year, in terms of Section 149 & 152 and Clause 49 of the
Listing Agreement, the Board of Directors in their Meeting held on
April 30, 2014 has appointed Mr. Rakesh Ajmera and Mr. Manish Bhadviya
as Additional (Independent) Directors. The Members of the Company, in
their last Annual General Meeting, have regularised and appointed them
as Independent Directors of the Company for a period up to March
31,2019.
Further, Mr. Rameshchandra Agrawal was appointed as Managing Director
of the Company to hold office for a period up to August 29, 2014. The
Members of the Company has approved his appointment in their last
Annual General Meeting. Further, the Board of Directors of the Company,
in their Meeting held on September 04, 2015, has re-appointed him for
further period of 5 years w.e.f. August 30, 2015. A resolution to that
effect has been proposed for the approval of Members in the ensuing
Annual General Meeting.
Mr. Manish R Agrawal, Director of the Company has resigned from the
Board of the Company w.e.f. August 30, 2014, due to his personal
reason. The Board places on record their appreciations for his efforts
in the success of the Company.
None of the Directors of the Company is disqualified for being
appointed as Director as specified in Section 164 (2) of the Companies
Act, 2013.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, to the effect
that they meet the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The
codes for Independent Directors are incorporated on the website of the
Company at www.deeptialloysteel.com.
Details of Key Managerial Personnel
Mr. Rameshchandra Agrawal, Managing Director is the Key Managerial
Personnel ("KMP") as per the provisions of the Companies Act, 2013. He
has been appointed as such by the Board of Directors w.e.f. August 30,
2014.
Further, Mr. Niraj Jain was appointed as Company Secretary of the
Company w.e.f. March 28, 2015 and Mr. Darshil A Hiranandani was
appointed as Chief Financial Officer of the Company w.e.f. March 28,
2015.
After the closure of financial year 2014-15, Mr. Niraj Jain, Company
Secretary of the Company has resigned from the office and in his place;
the Company has appointed Ms. Riddhi N Shah as the Company Secretary of
the Company.
Nomination and Remuneration Policy
In terms of the provisions of the Companies Act, 2013 the Company has
devised a policy on Nomination and Remuneration of Directors, Key
Managerial Personnel and Senior Management.
A. Policy on Appointment of Directors, Key Managerial Personnel and
Senior Management Personnel:
The policy is formulated to identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment
as Director, KMP and Senior Management personnel and recommend to the
Board for his / her appointment.
B. Policy on remuneration of Director, KMP and Senior Management
Personnel
The Company follows mixed of fixed pay, benefits and performance based
variable pay. The Company pays remuneration by way of salary. The
remuneration paid by the Company is within the salary scale approved by
the Board and Shareholders.
Board Evaluation
The evaluation of all non-independent directors and the Board as a
whole was conducted by the Independent Directors at their meeting held
on March 28, 2015, based on the criteria and framework adopted by the
Board.
On the other hand, Nomination and Remuneration Committee has carried
out performance evaluation of all the Directors. The Board has approved
the evaluation results as suggested by the Nomination and Remuneration
Committee.
The Board of Directors expressed their satisfaction with the evaluation
process.
PUBLIC DEPOSIT
The company has not accepted any deposits from the public. Hence, the
directives issued by the Reserve Bank of India & the Provision of
Section 73 to 76 of the Company Act, 2013 or any other relevant
provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY
Details of Loans, Guarantees, Investments and Security covered under
the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statement. However, the Company has not
granted any Loan, provided Guarantee or Securities or made Investment.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions to be entered by the Company with related parties will
be in the ordinary course of business and on an arm's length basis.
However, the Company has not entered into any related party
transaction, as provided in Section 188 of the Companies Act, 2013,
with the related party. Hence, Disclosure as required under Section 188
of the Companies Act, 2013 is not applicable to the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014 the extract of the Annual
Return as at March 31, 2015 in Form MGT-9, forms part of this Annual
Report as Annexure- "A".
PARTICULAR OF EMPLOYEES
The Company has not paid any remuneration to any Director of the
Company, although approval of payment of remuneration to Mr.
Rameshchandra Agrawal, Managing Director of the Company is obtained
from the Members. Hence, details in terms of sub-section 12 of Section
197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to the Company.
The details as required under section 197(12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel), 2014 is not applicable as there
is no such employee in the Company employed throughout the financial
year with salary above Rs. 60 Lakh p.a. or employed part of the
financial year with average salary above Rs. 5 Lakh per month.
Further, there is no employee employed throughout Financial year or
part thereof, was in receipt of remuneration of in aggregate is in
excess of that drawn by the Managing Director or Whole time Director or
Manager and holds by himself or along with his spouse and dependent
children, not less than Two percent (2%) of the Equity Shares of the
Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption etc. as
required to be given under section 134(3)(m) of the Companies Act 2013
read with the Companies (Accounts) Rules, 2014, is not given as the
Company has not taken any major step to conserve the energy etc.
Further, there was no foreign exchange earnings and outgo during the
financial year 2014-15 (Previous Year - Nil).
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of financial
year of the Company i.e. March 31, 2015 and the date of Director's
Report i.e. September 04, 2015.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for
corporate governance. Pursuant to Clause 49 of listing agreement to
the Stock Exchanges, Corporate Governance Report and Practicing Company
Secretary' on its compliance is annexed and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, for the year under review, as
stipulated under clause 49 of the Listing Agreement, is presented in a
separate section forming part of this Annual Report.
AUDITORS
Statutory Auditor & their report
M/s. Ladha & Co., Chartered Accountant, Ahmedabad (FRN 136083W), was
appointed as the Statutory Auditors of the Company, to hold the office
from the conclusion of the 22nd Annual General Meeting till the
conclusion of the 23rd Annual General Meeting.
Further, The Company has received the consent from M/s. Ladha & Co.,
Chartered Accountant, Ahmedabad confirming that they are not
disqualified to be appointed as the Auditors of the Company. The Board
of Directors of the Company, based on recommendation of Audit
Committee, has recommended their appointment to hold office from the
conclusion of ensuing Annual General Meeting till the conclusion of
28th Annual General Meeting of the Company (Subject to ratification of
appointment at every subsequent AGM).
The Auditors' Report on the accounts of the Company for the accounting
year ended March 31, 2015 is self-explanatory and do not call for
further explanations or comments that may be treated as adequate
compliance of Section 134 of the Companies Act, 2013.
Secretarial Auditor & their report
Pursuant to the provisions of section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Anand S. Lavingia, Practicing Company
Secretary to carry out the Secretarial Audit for the financial year
ended on March 31, 2015. Secretarial Audit Report is attached to this
report as Annexure-"B".
The Secretarial Auditors' Report for the financial year ended on March
31, 2015 is self- explanatory and do not call for further explanations
or comments that may be treated as adequate compliances of various act,
rules, regulations, guidelines etc. as applicable to the Company except
that the report contain some observation by the Auditor that Company
has not filled certain resolutions with the registrar. Your Directors
state that in terms of MCA Notification No. G.S.R. 206(E) dated March
18, 2015, the Company is not required to file that resolutions with the
registrar.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134(3) (c) of the Act, your Directors state that:
I. in the preparation of the annual financial statements for the year
ended on March 31, 2015, applicable accounting standards read with
requirements set out under schedule III of the Act, have been followed
along with proper explanation relating to material departures, if any,
II. such accounting policies have been selected and applied
consistently and judgments and estimates made 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, 2015 and of the profit of the company for
the year ended on that date,
III. proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for prevention and
detection of fraud and other irregularities,
IV. the annual financial statements are prepared on a going concern
basis,
V. proper internal financial controls are in place and that the
financial controls are adequate and are operating effectively and
VI. the systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating
effectively.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act and Rule 8
of The Companies (Accounts) Rules, 2014 to the extent the transactions
took place on those items during the year.
Your Directors further state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Details of Annual Report on Corporate Social Responsibility as
Company is not falling within the criteria as prescribed u/s 135 of the
Companies Act, 2013
3. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
4. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and ESOS.
5. Details of Subsidiary, Associates and Joint Venture Company.
6. Details of Contracts and arrangement with the related parties.
7. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record the valuable
co-operation and support extended by the banks, government, business
associates and the shareholders for their continued confidence reposed
in the Company and look forward to having the same support in all
future endeavours.
Registered Office By Order of the Board
For, Deepti Alloy Steel Limited
Plot No. 317, Village-Kharval,
Taluko-Dharampur,
Dist.Valsad Rameshchandra Agrawal
Managing Director
Place: Valsad DIN: 02325030
Date: September 04, 2015
|