Real Strips
Real Strips
Real Strips
BOARD OF DIRECTORS
: SHRI A. K. KATARIA
(DIN 00435496)
SHRI UGAMRAJ M. HUNDIA
(DIN 00435229)
SHRI PRAKASHRAJ S. JAIN
(DIN 00435076)
SHRI ASHWIN A. KATARIA
(DIN 00434823)
SHRI CHANDRESH V. SHAH
(DIN 00434710)
SHRI PAWANKUMAR R. MURARKA
(DIN 00123602)
SHRI AMOL DALAL
(DIN 00458885)
SHRI PUKHRAJ JAIN
(DIN 02261061)
SHRI ASHISH SHAH
(DIN 00007201)
SHRI JITENDRA MAMTORA
(DIN 00139911)
MS. NIPA P. SHAH (W.E.F. 30/03/2015)
(DIN 07141281)
CHAIRMAN
JOINT MANAGING DIRECTOR
JOINT MANAGING DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
ADDITIONAL DIRECTOR
AUDITORS
BANKERS
REGISTERED OFFICE
: 401-402, FLORENCE
OPP. ASHRAM ROAD POST OFFICE,
ASHRAM ROAD,
AHMEDABAD - 380 009.
Email Id : [email protected]
Website : www.realstrips.com
Telephone No. (079) 26580455, 26588788, 26581833
Fax No. (079) 40068261
CIN : L27100GJ1990PLC014383
CONTENTS
PAGE NO.
: SURVEY NO.245
Notice
2-6
VILLAGE : SARI
Directors'
Report
7-21
AHMEDABAD-BAVLA HIGHWAY
Management Discussion & Analysis
22-23
TALUKA : SANAND
DIST : AHMEDABAD
Report on Corporate Governance
24-32
PIN CODE - 382 220.
Auditors' Certificate on Corp. Governance
33
WORKS
CEO/CFO Certificate
Independent Auditors' Report
33
34-37
Balance Sheet
38
39
40
41-55
56
57-58
59
NOTICE
24th
To consider and adopt the Audited Balance Sheet as on 31st March, 2015 and Statement of Profit and Loss for the
year ended on 31st March, 2015 together with Directors and Auditors Report thereon.
2.
To appoint a Director in place of Shri Ugamraj Hundia who retires by rotation and is eligible for re-appointment.
3.
To appoint a Director in place of Shri A.K. Kataria who retires by rotation and is eligible for re-appointment.
4.
To ratify the appointment of M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants, as
approved by Members at the Twenty Third Annual General Meeting as Statutory Auditors of the Company, to hold
office until the conclusion of Twenty Seventh Annual General Meeting, and to fix their remuneration for the
financial year ending 31st March, 2016.
SPECIAL BUSINESS
5.
To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary
Resolution
RESOLVED THAT Ms. Nipa P. Shah (DIN 07141281) who was appointed as an Additional Director of the Company
by the Board of Directors with effect from 30th March, 2015 and who holds office until the date of this Annual
General Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has
received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention
to propose Ms.Nipa P. Shah as a candidate for office of a Director of the Company, be and is hereby appointed as
Independent Director of the Company.
6.
To consider and if thought fit, to pass with or without modification(s) the following resolution as
Resolution
an Ordinary
RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), the M/s. N.D Birla & Co. appointed by the Board of Directors of
the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March,
2016, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and
take all such steps as may be necessary, proper or expedient to give effect to this Resolution.
Place: Ahmedabad
A. K. Kataria
Chairman
Registered Office:
401-402, Florence,
Opp. Ashram Road Post Office,
Ashram Road, Ahmedabad-380 009
Phone
Fax
: +91 79 40068261
Email Id
Website : www.realstrips.com
CIN.: L27100GJ1990PLC014383
NOTES
1.
A Member entitled to attend and vote at The Annual General Meeting (Meeting/AGM) is entitled to appoint a
proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member of the
company. A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not
more than 10 percent of the total share capital of the company. However, A member holding more than 10%, of
the total share capital of the company carrying voting rights may appoint a single person as proxy and such person
shall not act as proxy for any other person or member. The instrument appointing proxy in order to be valid and
effective should be lodged / deposited with the company at its Registered Office at least 48 (Forty Eight) hours
before the commencement of the Meeting.
2.
The relative Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013 in respect of the
special business under item No. 5 and 6 are annexed hereto.
3.
Additional information pursuant to Clause 49 of the Listing Agreement with stock exchanges, on directors
recommended for re-appointment at the Annual General Meeting, is given in this notice.
4.
The Register of Beneficial Owners, Register of Members and Share Transfer Book of the Company shall remain
closed from 15th September, 2015 to 23rd September, 2015 both days inclusive.
5.
Members/proxies should bring their copy of the Annual Reports and Accounts along with Attendance Slip (duly
completed) when attending the Meeting.
6.
Members who hold shares in dematerialised form are requested to write their Client ID and DP ID Numbers and
those who hold shares in Physical form are requested to write their Folio Number in the Attendance Slip for
attending the Meeting.
7.
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011
respectively) has undertaken a Green Initiative in Corporate Governance and allowed companies to share documents
with its shareholders through an electronic mode. A recent amendment to the Listing Agreement with S tock
Exchanges permits companies to send soft copies of the Annual Report to all those shareholders who h ave
registered their email address for the said purpose. Members are requested to support this Green Initiative by
registering / updating their email address for receiving electronic communication.
8.
Pursuant to Section 124 and 125 and other applicable provisions, if any, of the Act, all unclaimed / unpaid dividend
and application money, remaining unclaimed/unpaid for a period of seven years from the date they became due for
payment, have been transferred to the IEPF established by the Central Government. No claim shall lie against the
IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claim.
Members who have not yet encashed their dividend warrant(s) for the financial years 2007-08 onwards, are
requested to make their claims without any delay. It may be noted that the unclaimed dividend for the financial
year 2007-08 declared on 25.09.2008 can be claimed by the shareholders before 24.10.2015.
9.
All documents referred to in the accompanying notice and explanatory statement are open for inspection at the
registered office of the Company on all working days, except Saturday between 11.00 a.m. to 1.00 p.m. prior to
the date of AGM.
10. Members seeking any information with regard to accounts are requested to write to the Company at least 10 days
before the meeting so as to enable the management to keep the information ready.
Voting in Electronic Form (E-Voting)
11. Process and manner for members opting for voting through Electronic means:
(i). In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, the Company is pleased to offer the facility of voting through electronic means and
the business set out in the Notice above may be transacted through such electronic voting. The facility of voting
through electronic means is provided through the e-voting platform of Central Depository Services (India) Limited
(remote e-voting).
(ii). Members whose names are recorded in the Register of Members or in the Register of Beneficial owners maintained
by the Depositories as on the Cut-off date i.e. 17th September, 2015, shall be entitled to avail the facility of remote
e-voting as well as voting at the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date,
shall treat this Notice as intimation only.
(iii). A person who has acquired the shares and has become a member of the Company after the despatch of the
Notice of the AGM and prior to the Cut-off date i.e. 17 th September, 2015, shall be entitled to exercise his/her
vote either electronically i.e. remote e-voting or through the Poll Paper at the AGM by following the procedure
mentioned in this part.
(iv). The remote e-voting will commence on Monday, 21st September 2015 at 9.00 a.m. and will end on Wednesday,
23rd September, 2015 at 5.00 p.m. During this period, the members of the Company holding shares either in
physical form or in demat form as on the Cut-off date i.e. 17th September, 2015, may cast their vote electronically.
The members will not be able to cast their vote electronically beyond the date and time mentioned above and the
DOB#
Dividend
Bank
Details#
Enter the Dividend Bank Details as recorded in your demat account or the Company records for
the said folio.
If the details are not recorded with the Depository orCompany, please enter thenumber of
Shares held by you inthe bank account column.
Step 10 : On the voting page, you will see Resolution Description and against the same, the option YES/NO for
voting. Select the relevant option as desired YES or NO and click to submit.
Step 11 : Click on the resolution file link if you wish to view the entire Notice.
Step 12 : After selecting the resolution, you have decided to vote on, click on SUBMIT. A confirmation box will
be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on
CANCEL and accordingly modify your vote. Once you CONFIRM your vote on the resolution, you will
not be allowed to modify your vote.
Step 13 : You can also take print out of the voting done by you by clicking on Click here to print option on the
Voting page.
Step 14 : Instructions for Non Individual Members and Custodians:
Non-Individual Members (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on
to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
After receiving the login details, a compliance user should be created using the admin login and password.
The compliance user would be able to link the account(s) for which they wish to vote on.
The list of accounts should be mailed to [email protected] and on approval of the accounts;
they would be able to cast their vote.
A scan copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour
of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the
same.
(x). The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.realstrips.com
and on the website of CDSL i.e www.cdslindia.com within three days of the passing of the Resolutions at the 24th
Annual General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares
of the Company are listed.
(xi). In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
an d e-voting manual available at www.evotingindia.co m, under h elp sec tio n o r write an email to
[email protected].
Contact Details:
Company :
Real Strips Limited.
401-402, Florence,Opp. Ashram Road Post Office,
Ashram Road,Ahmedabad 380 009.
CIN
: L27100GJ1990PLC014383
Email Id: [email protected]
Registrar and Transfer Agents :
M/s MCS Share Transfer Agent Limited
101, Shatdal Complex, 1st Floor,
Opp Bata Show Room, Ashram Road,
Ahmedabad 380 009
E-Voting Agency :
Central Depository Services (India) Limited
E-mail ID: [email protected]
Phone : 022- 22723333/ 8588
Scrutinizer :
CS Ashwin Shah
Practicing Company Secretary
E-mail ID : [email protected]
By Order of the Board
Place: Ahmedabad
Date: 11th August, 2015
Registered Office:
401-402, Florence,
Opp. Ashram Road Post Office,
Ashram Road, Ahmedabad-380 009
Phone
: +91 79 26580455, 26581833, 26588788
Fax
: +91 79 40068261
Email Id : [email protected]
Website : www.realstrips.com
A. K. Kataria
Chairman
CIN.: L27100GJ1990PLC014383
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013
Item No. 5
The Board of Directors of the Company had appointed Ms. Nipa P. Shah as an Additional Director of the Company with effect from 30th
March, 2015. In accordance with the provisions of Section 161 of Companies Act, 2013, Ms. Nipa P. Shah shall hold office up to the date
of the forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years. The
Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose
Ms.Nipa P. Shah as a candidate for office of a Director of the Company, be and is hereby appointed as an Independent Director of the
Company.
The Company has received a declaration of independence from Ms. Nipa P Shah. In the opinion of the Board, Ms. Nipa P. Shah fulfills the
conditions specified in the Companies Act, 2013 and the Equity Listing Agreement, for appointment as Independent Director of the
Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment of
Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day and
is also available on the website of the Company www.realstrips.com.
None of the Directors or Key Managerial Personnel and their relatives, except Ms. Nipa P. Shah, are concerned or interested (financially
or otherwise) in this Resolution. The Board commends the Resolution set out at Item no. 5 for approval of the Members.
Brief resume and other details of the Independent Directors whose appointment is proposed are provided in the annexure to the
Explanatory Statement attached herewith.
Item No. 6
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s N.D Birla & Co., Cost
Accountants as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 201516, at a fee of Rs. 50,000/- plus applicable taxes and reimbursement of out of pocket expenses, as remuneration for cost audit services
for the FY 2015-16.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification
of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2016.
The Board of Directors recommend the above resolution for your approval.
None of the Directors, Key Managerial Persons and their relatives are interested in above resolution.
Details of Directors seeking Appointment/Re-appointment as per Item No. 2,3, & 5 of the Ordinary Business/Special
Business in Ensuing Annual General Meeting to be held on 24th September, 2015 are as under:
Particulars
Date of
Birth
Date of
Appointment
Qualification
Nature of
Expertise
Directorships held
in other
companies
Membership/Chairmanships of
committees of other companies
(Includes only Audit committee
and Shareholder/Investor
Grievance Committee)
Name of
the
company
Shri
Ugamraj
Hundia
07.10.1954
19.09.1990
Commerce
Graduate
Technical
Shri A.K.
Kataria
15.06.1942
19.09.1990
Graduate in
Metallurgy
Technical &
Administration
Ms. Nipa P.
Shah
01.02.1986
30.03.2015
Graduate in
Bio-chemistry/
Bio-technology
Administration
& Commercial
Marudhar Industries
Limited
Garuda
Housewares (India)
Private Limited
Kataria Metals And
Alloys Pvt. Ltd.
Vinay Alloy Steels
Pvt. Ltd.
NIL
Committee
Position
No. of
Shares
held in
the
Company
(Real
Strips
Limited)
NIL
71600
NIL
69000
NIL
NIL
DIRECTORS' REPORT
To,
The Members,
Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the company
for the year ended 31st March, 2015.
1.
Financial Highlights
Particulars
Income for the Year
Profit before interest, depreciation and tax (PBIDT)
Less:
Financial Expenses
Depreciation
Profit / (Loss) before tax
Provision for taxation
(i)
Current Income Tax, Wealth Tax,
(ii)
Deferred Tax
(iii)
MAT Credit Entitlement
Profit after tax
Add / (Less): Prior Period Adjustment
Profit available for appropriation
Appropriations
Opening Balance of Profit & Loss Account
Less: Proposed Dividend on Equity shares
Less: Tax on dividend
Less: General Reserve
Net Balance Carried forward to Balance Sheet.
2.
3.
4.
5.
6.
2014-2015
` In Lacs)
(Rs.
34477.98
1097.65
2013-2014
(Rs.
` In Lacs)
32345.66
2232.26
1130.83
400.45
(433.63)
1357.62
640.71
233.93
0.15
59.83
0.00
(493.61)
1.89
(491.72)
46.98
3.86
(42.69)
225.78
4.99
230.77
2479.16
0.00
0.00
0.00
1987.44
2248.39
0.00
0.00
0.00
2479.16
Dividend
Due to Loss, the directors therefore do not recommend dividend for the current year.
Industrial Relation
Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of
the contribution made by the employees at all levels. Measures have been taken for Human Resources Development.
Performance
During the year under review the income has increased to ` 34477.98 Lacs an increase of 6.59% over previous
year and Profit before Interest, depreciation and tax (PBIDT) has reduced up to 50.83% over the previous year.
The Company had started trading of Cold Rolled Stainless Strips/Coils in previous year in order to escalate the
revenue and to capture the local market, but due to lack of market support and dumping of the import material
because of which the company incurred losses, it had to stop the Trading activity and divert itself back to its core
manufacturing business.
Corporate Social Responsibility
Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are
required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation
of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending
the amount.
The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for
the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of
section 135 of the Act. Hence CSR report is no required to be annexed.
Disclosure under Companies Act, 2013
(i) Share Capital
The paid up equity capital as on March 31, 2015 was ` 598 Lacs. During the year under review, The Company
has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus
share.
(ii) Number of meeting
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Seven Board Meetings and 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.
(iii) Independent Directors Meeting
The Independent Director met on 30.03.2015, Without attendance of Non-Independent Directors and
members of the Management. The Director review performance of the Non-Independent Director and the
Board as whole; the performance of the chairman of the company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
(iv) Statement on declaration given by independent director
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 clause 49 of the Listing Agreement.
(v) Particulars of loans, guarantees or investments:
The company has neither given any loans or guarantees nor made investments covered under the provisions
of section 186 of the Companies Act, 2013.
(vi) Composition of Audit Committee
The Board has constituted the Audit committee which comprises of two independent Non Executive Director
and One Joint Managing Director.
7.
Corporate Governance
The Corporate Governance Report, which form an integral part of this Report, are set out as separate AnnexureI, together with the Certificate from the auditors of the Company regarding compliance with the requirements of
Corporate Governance as stipulated in Clause 49 of the Listing Agreement.
8.
Business Risk management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company
has constituted a business risk management committee. The details of the committee and its terms of reference
are set out in the corporate governance report forming part of the Boards report.
At present the company has not identified any element of risk which may threaten the existence of the company.
9.
Internal Control System
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the
Board & to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.
10. Vigil Mechanism/Whistle Blower policy
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and
mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the
most respected companies in India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.
The Company has a Fraud and Risk Management Policy to deal with instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to
the Audit Committee and the Board.
11. Director and key managerial personnel
(i) Cessation
(a) Mr. Arvindkumar D Sanghvi, Managing Director resigned from the board w.e.f 13 th November, 2014.
Mr. Arvindkumar D Sanghvi joined the Board in 22nd November, 1990 and on 1st June, 2014 was appointed as
Managing Director of the company.
The Board placed on record its appreciation for the valuable services rendered by Mr. Arvindkumar D Sanghvi.
(b) Mr. Ashwin A Kataria, Whole Time Director resigned from the board w.e.f. 27 th December, 2014 and noted
that he will continue as a non-executive director of the Company.
(ii)
12.
13.
14.
15.
16.
17.
Retirement by rotation
Directors Shri Ugamraj Hundia & Shri A.K.Kataria retires by rotation and, being eligible, offer themselves for reappointment. The Directors recommend Shri Ugamraj Hundia & Shri. A.K.Kataria for re-appointment.
(iii) Appointment
Ms. Nipa P. Shah was appointed as an Additional Women Director of the Company with effect from
30th March, 2015.
(iv) Appointment of Independent Director
Shri Ashish Shah, Shri Pawankumar Murarka, Shri Jitendra Mamtora, Shri Chandresh Shah and Shri Amol Dalal
were appointed as independent directors under section 149 of the Companies Act, 2013 and clause 49 of
the listing agreement in the last A.G.M. held on 23rd September, 2014 to hold office for 5 consecutive years
i.e. for a term up to the conclusion of 28th Annual General Meeting of the company in the calendar year 2019.
(v) Evalution of Board Performance
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
(vi) Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
(vii) Appointment of Key Managerial personnel
During the period under review, Mr. Ramcharan Beriwala was appointed as a Chief Financial Officer and
Compliance Officer of the Company w.e.f. 1st June, 2014 and Mr. Ajay k Patel was appointed as a Company
Secretary of the company w.e.f 1 st August, 2014.
Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors, to the best of their knowledge and ability
state that:
(i)
In the preparation of the annual accounts, the applicable accounting standards have been followed.
(ii) The directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for the year under review.
(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) The directors have prepared the annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.
Fixed Deposit
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.
Related Party Transaction
All related party transactions that were entered into during the financial year were on arms length basis and were
in the ordinary course of the business. There are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict
with interest of the company at large. Accordingly the disclosure of related party transaction as required under
section 134(3)(h) of the companies Act, 2013 in form AOC 2 is not applicable
Significant material orders passed by the Regulators / 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 Company
The Company does not have any subsidiary company.
Auditors
(i) Statutory Auditor
M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants were appointed as Statutory
Auditors of your Company at the last Annual General Meeting held on 23rd September, 2014 for a term of
18.
19.
20.
21.
22.
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 Auditor in their
Report.
(ii) Secretarial Auditor
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri Ashwin Shah, a Company
Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is
annexed herewith as Annexure A.
There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in
their Report.
(iii) Cost Auditor
M/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the cost
records of the Company for the financial year 2015-16.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B.
Prevention Of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing
in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation of the Code.
Prevention Of Sexual Harassment At Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which
is responsible for redressal of complaints related to sexual harassment. During the year under review, there were
no complaints pertaining to sexual harassment.
Transfer to Investor education and protection fund
The Company has transferred a sum ` 1,14,361/- during the financial year 2014-15 to the investor education and
protection fund established by the central government, in Compliance with Section 124(5) of the Companies Act
2013.
Energy conservation, technology absorption, foreign exchange earnings and outgo.
As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concerned
particulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are
given, in Annexure-C, which is attached here to and forms part of the Directors' Report.
Place: Ahmedabad
Date: 11th August, 2015
A. K. Kataria
Chairman
10
ANNEXURE A
SECRETARIAL AUDIT REPORT
FORM NO. MR-3
FOR THE FINANCIAL YEAR ENDED 31st March, 2015
Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014
To,
The Members,
Real Strips Limited
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Real Strips Limited (hereinafter called the company). Secretarial Audit was conducted
in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on our verification of books, papers, minute books, forms and returns filed and other records maintained by
the company and also the information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit
period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2015 according to the provisions of:
i.
The Companies Act, 2013 (the Act) and the rules made thereunder;
ii.
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
iii.
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv.
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings
v.
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (SEBI Act):a.
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b.
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
vi.
As per the explanations and clarifications given to us and the representation made by the management,
during the period under review there are no specific laws applicable to company
I have also examined compliance with the applicable clauses of the following:
i.
Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable as not notified
during the period under review).
ii.
The Listing Agreements entered into by the Company with Stock Exchanges;
During the period under review and as per the explanations and clarification given to us and the representation
made by the company, the company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
The company was not required to comply with the provision of other regulation listed in the Form No. MR-3
prescribed under the companies Rules, 2014 as there were no instance / events falling within the perview of these
regulations during the financial year.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
I further report that there are adequate systems and processes in the company commensurate with the size
and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
I further report that during the audit period the company has
1.
Passed a special resolution under Section 180(1)(c) of the Companies Act, 2013 in the Extraordinary General
Meeting held on 14th July 2014.
11
2.
3.
4.
Passed a special resolution for preferential issue in the Extraordinary General Meeting held on 14th July 2014.
Passed a special resolution for alteration of Articles of Association in the Annual General Meeting held on
23rd September, 2014.
Passed a special resolution under Section 180(1) (a) of the Companies Act, 2013 in the Annual General
Meeting held on 23 rd September, 2014.
CS Ashwin Shah
Company Secretary
C. P. No. 1640
Place: Ahmedabad
Date: 11th August, 2015
Note :
This report is to be read with our letter of even date which is annexed as ANNEXURE 1 and forms an integral
part of this report.
ANNEXURE 1
To,
The Members,
Real Strips Limited
Our report of even date is to be read along with this letter.
1.
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
company.
4.
Where ever required, we have obtained the Management representation about the compliance of laws, rules and
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
CS Ashwin Shah
Place: Ahmedabad
Date: 11th August, 2015
Company Secretary
C. P. No. 1640
12
ANNEXURE B
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31.03.2015
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
REGISTRATION AND OTHER DETAILS:
CIN
L27100GJ1990PLC014383
Registration Date
19/09/1990
Name of the Company
REAL STRIPS LIMITED
Category / Sub-Category of the Company
Company limited by shares/ Indian Non Government Company
I.
i
ii
iii
iv
Sr.
No.
IV.
CIN / GLN
Company
% of shares
/ Associate
Applicable
held
Section
Not Applicable
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i).
Category-wise Share Holding
Category of
Shareholders
A.
Promoter
1.
a.
b.
c.
d.
e.
f.
Indian
Individual / HUF
Central Govt.
State Govt.(s)
Bodies Corporate
Banks / FI
Any Other.
Sub-Total (A)(1):
2.
a.
b.
c.
d.
e.
Holding / Subsidiary
Foreign
NRIs Individuals
Other Individuals
Bodies Corporate
Banks / FI
Any Other.
Sub-Total (A)(2):
Total Shareholding of
Promoters (A) =
(A)(1)+(A)(2)
Physical
Total
%
Change
during
the
year
% of
Total
Shares
Demat
Physical
Total
% of
Total
Shares
2673050
0
0
416691
0
0
3089741
0
0
0
0
0
0
0
2673050
0
0
416691
0
0
3089741
44.70
0
0
6.97
0
0
51.67
2674550
0
0
417691
0
0
3092241
0
0
0
0
0
0
0
2674550
0
0
417691
0
0
3092241
44.72
0
0
6.99
0
0
51.71
0.025
0
0
0.017
0
0
0.042
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
3089741
3089741
51.67
3092241
3092241
51.71
0.042
13
Continued ...
B.
Public Shareholding
1.
Institutions
a.
b.
c.
d.
e.
f.
g.
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
681226
0
4000
0
685226
0
11.46
0
450885
0
4000
0
454885
0
7.61
0
-3.852
0
691081
152650
843731
14.11
826489
150750
977239
16.34
2.233
1100510
1100510
18.40
1022039
1022039
17.09
-1.312
0
0
3357
0
0
4200
0
0
7557
0
0
0.13
0
0
10505
0
0
4200
0
0
14705
0
0
0.25
0
0
0.120
0
253235
0
0
0
253235
0
4.23
0
418891
0
0
0
418891
0
7.00
0
2.770
0
2729409
0
160850
0
2890259
0
48.33
0
2728809
0
158950
0
2887759
0
48.29
0
-0.042
2729409
160850
2890259
48.33
2728809
158950
2887759
48.29
-0.042
5819150
160850
5980000
100
5821050
158950
5980000
100
14
ii).
Shareholding of Promoters.
Shareholders Name
Shareholding at the
Shareholding at
beginning of year
No. of
%of total
%of shares
No. of
Shares
shares of
Pledged/
Shares
the
encumbered
of the
Company
to total
Company
Shares
shares
Pledged
% change
in
/encumbered sharehol
to total
shares
ding
during
the year
Arvindkumar D. Sanghvi
145000
2.42
0.00
145000
2.42
0.00
0.00
Arvindkumar D. Sanghvi
115950
1.94
1.92
115950
1.94
1.92
0.00
260000
4.35
0.00
260000
4.35
0.00
0.00
250000
4.18
0.00
250000
4.18
0.00
0.00
130000
2.17
0.00
130000
2.17
0.00
0.00
5691
0.10
0.00
6691
0.11
0.00
0.02
211900
3.54
0.00
211900
3.54
0.00
0.00
107000
1.79
1.76
107000
1.79
1.76
0.00
75500
1.26
0.00
75500
1.26
0.00
0.00
75000
1.25
0.00
75000
1.25
0.00
0.00
69000
1.15
0.00
69000
1.15
0.00
0.00
59000
0.99
0.00
59000
0.99
0.00
0.00
57000
0.95
0.92
57000
0.95
0.92
0.00
34000
0.57
0.00
34000
0.57
0.00
0.00
20000
0.33
0.00
20000
0.33
0.00
0.00
10000
0.17
0.00
10000
0.17
0.00
0.00
121400
2.03
0.00
121400
2.03
0.00
0.00
97200
1.63
0.00
97200
1.63
0.00
0.00
92000
1.54
0.00
93500
1.56
0.00
0.03
76950
1.29
1.17
76950
1.29
1.17
0.00
53800
0.90
0.89
53800
0.90
0.89
0.00
52200
0.87
0.00
52200
0.87
0.00
0.00
45100
0.75
0.75
45100
0.75
0.75
0.00
44100
0.74
0.00
0.00
0.00
0.00
-0.74
0.00
0.00
0.00
26000
0.43
0.00
0.43
39300
0.66
0.65
39300
0.66
0.65
0.00
18200
0.30
0.00
26000
0.43
0.00
0.13
18200
0.30
0.30
18200
0.30
0.30
0.00
15700
0.26
0.00
26000
0.43
0.00
0.17
13500
0.23
0.00
13500
0.23
0.00
0.00
13500
0.23
0.00
13500
0.23
0.00
0.00
9700
0.16
0.00
9700
0.16
0.00
0.00
6700
0.11
0.00
6700
0.11
0.00
0.00
5700
0.10
0.00
5700
0.10
0.00
0.00
15
Continued ...
Mitaben Harshad Jain
3500
0.06
0.00
3500
0.06
0.00
0.00
3200
0.05
0.00
3200
0.05
0.00
0.00
1400
0.02
0.00
1400
0.02
0.00
0.00
1300
0.02
0.00
1300
0.02
0.00
0.00
85500
1.43
0.00
85500
1.43
0.00
0.00
78300
1.31
0.00
78300
1.31
0.00
0.00
73000
1.22
0.00
73000
1.22
0.00
0.00
Ugamraj M. Hundia
71600
1.20
0.00
71600
1.20
0.00
0.00
53800
0.90
0.00
24634
0.41
0.00
-0.49
Rajendra Hundia
52100
0.87
0.00
52100
0.87
0.00
0.00
45500
0.76
0.00
45500
0.76
0.00
0.00
36500
0.61
0.00
36500
0.61
0.00
0.00
Hundia Kishorechand
36200
0.61
0.00
36200
0.61
0.00
0.00
31350
0.52
0.00
31350
0.52
0.00
0.00
26300
0.44
0.00
26300
0.44
0.00
0.00
17900
0.30
0.00
17900
0.30
0.00
0.00
Sangeeta Hundia
13700
0.23
0.00
13700
0.23
0.00
0.00
12900
0.22
0.00
12900
0.22
0.00
0.00
11000
0.18
0.00
11000
0.18
0.00
0.00
10800
0.18
0.00
10800
0.18
0.00
0.00
Kishorchand D. Hundia
10000
0.17
0.00
10000
0.17
0.00
0.00
9300
0.16
0.00
9300
0.16
0.00
0.00
8300
0.14
0.00
22533
0.38
0.00
0.24
7500
0.13
0.00
7500
0.13
0.00
0.00
7000
0.12
0.00
7000
0.12
0.00
0.00
Sunanda Hundia
6200
0.10
0.00
6200
0.10
0.00
0.00
5800
0.10
0.00
20733
0.35
0.00
0.25
5800
0.10
0.00
5800
0.10
0.00
0.00
5000
0.08
0.00
5000
0.08
0.00
0.00
3700
0.06
0.00
3700
0.06
0.00
0.00
Meena V. Hundia
3600
0.06
0.00
3600
0.06
0.00
0.00
Prakash Hundia
3300
0.06
0.00
3300
0.06
0.00
0.00
100
0.00
0.00
100
0.00
0.00
0.00
3089741
51.67
8.36 3092241
51.71
8.36
0.04
3089741
1000
500
1000
3092241
51.668
0.017
0.008
0.017
51.710
3090741
3091241
3092241
3092241
51.685
51.693
51.710
51.710
16
iv). Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs
and ADRs)
For Each of the Top 10
Shareholders
Ascendum Systems Pvt Ltd
Manoj C Rathod
Nisha Ajaykumar Bajaj
Narendra Shantikumar Firodia
Turnkey Dealers Private Ltd
R. Wadiwala Securities Pvt Ltd
Champaklal Babaldas Vora
Hiralal Laherchand Shah
Uma Agarwal
Satish Agarwal
v).
Shareholding at the
beginning of the year
% of total
No. of
shares of the
Shares
Company
300000
5.02
160626
2.69
115388
1.93
115000
1.92
109960
1.84
103750
1.73
100000
1.67
100000
1.67
95000
1.59
95000
1.59
Sr.
No.
1
Shareholding at the
beginning of the year
% of total
No. of
shares of the
Shares
Company
Cumulative Shareholding at
the end of the year
% of total
No. of
shares of the
Shares
Company
69000
1.15
69000
1.15
69000
1.15
69000
1.15
53800
0.90
53800
0.90
53800
0.90
53800
0.90
71600
1.20
71600
1.20
71600
1.20
71600
1.20
75000
1.25
75000
1.25
75000
1.25
75000
1.25
17
Continued ...
10
11
12
13
PAWANKUMAR R MURARKA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
JITENDRA U MAMTORA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
CHANDRESH V SHAH
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
AMOL R DALAL
At the beginning of the year
05/12/2014 Decrease in shareholding during the year
At the end of the year
PUKHRAJJI S JAIN
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
NIPA P SHAH
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
RAMCHARAN N BERIWALA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
AJAYKUMAR K PATEL
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
20000
0.33
20000
0.33
20000
0.33
20000
0.33
7450
45
7405
0.12
0.12
7450
45
7405
0.12
0.12
121400
2.03
121400
2.03
121400
2.03
121400
2.03
5500
0.09
5500
0.09
5500
0.09
5500
0.09
18
V.
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding
deposits
Unsecured
Loans
146.21
0.18
0.04
146.43
27.39
0
0
27.39
0
0
0
0
173.60
0.18
0.04
173.82
0
28.66
-28.66
0
4.07
-4.07
0
0
0
0
32.73
-32.73
117.55
0.15
0.07
117.77
23.32
0
0
23.32
0
0
0
0
140.87
0.15
0.07
141.09
VI.
Deposits
Total
Indebtedness
(` in Crores)
Sr.
No.
1.
(a).
Arvindkumar D
Sanghvi*
Name of Director
Ashwin A
Ugamraj
Kataria**
Hundia
Prakashraj
Jain
Total
Amount of
Particulars of Remuneration
Gross Salary
Salary as per provisions contained in
Section 17(1) of the Income Tax Act,
1961
360000
360000
360000
360000
Value of perquisites under Section 17(2)
(b). Income Tax Act, 1961
28800
28800
28800
28800
(c). Profits in lieu of salary under Section
17(3) Income Tax Act, 1961
0
0
0
0
2.
Stock Options
0
0
0
0
3.
Sweat Equity
0
0
0
0
4.
Commission
0
0
0
0
- as % of profit
0
0
0
0
- others, specify.
0
0
0
0
5.
Others, please specify
0
0
0
0
i).
Retirals
0
0
0
0
Total (A)
388800
388800
388800
388800
*Arvind Kumar Sanghvi ceased to be a Managing Director / Director of the Company with effect from 13th November, 2014.
**Ashwin Kataria ceased to be a Whole Time Director of the Company with effect from 27th December, 2014.
B.
Remuneration to other Directors
Sr.
No.
1
2.
Particulars of Remuneration
Independent Directors
Fee for attending Board/Committee
Meetings
Commission
Others, please specify
Total (B)(1)
Other Non Executive Directors
Fee for attending Board/Committee
Meetings
Commission
Others, please specify
Total (B)(2)
Total (B)= (B)(1)+ (B)(2)
total Menegerial Remunaration
Name of Director
Chandresh Amol
Shah
Dalal
Ashish
Shah
Pawankumar
Murarka
Jitendra
mamtora
10000
0
0
10000
12000
0
0
12000
10000
0
0
10000
10000
0
0
10000
0
0
0
0
10000
10000
0
0
0
0
12000
12000
0
0
0
0
10000
10000
0
0
0
0
10000
10000
1440000
115200
0
0
0
0
0
0
0
0
1555200
Nipa
Shah
Pukhraj
Jain
Ashwin*
Kataria
A. K.
Kataria
Total
Amount
of `
12000
0
0
12000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
54000
0
0
54000
0
0
0
0
12000
12000
0
0
0
0
0
0
10000
0
0
10000
10000
10000
6000
0
0
6000
6000
6000
12000
0
0
12000
12000
12000
28000
0
0
28000
82000
82000
Ashwin Kataria ceased to be a Whole Time Director of the Company with effect from 27th December, 2014 and noted that he will
continue as a non-executive director of the Company.
19
C.
Remuneration to key managerial personnel other than Managing Director/Manager/Whole Time Director
Particulars of Remuneration
1.
(a).
(b).
(c).
2.
3.
4.
5.
Gross Salary
Salary as per provisions contained in Section 17(1) of the Income Tax
Act, 1961
Value of perquisites under Section 17(2) Income Tax Act, 1961
Profits in lieu of salary under Section 17(3) Income Tax Act, 1961
Stock Options
Sweat Equity
Commission
- as % of profit
- others, specify.
Others, please specify - Retirals
Total (A)
Total Amount of
`
645023
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
565023
0
0
0
80000
0
0
0
645023
Type
A.
B.
C.
COMPANY
Penalty
Punishment
Compounding
DIRECTORS
Penalty
Punishment
Compounding
OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
Brief
Description
Details of Penalty
/Punishment
/Compounding fees
imposed
Authority
[RD /
NCLT /
COURT]
Appeal
made, if
any
(give
details)
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Section of
the
Companies
Act
20
ANNEXURE - C
Information under section 134 (3) (m) of the Companies Act, 2013
[A] CONSERVATION OF ENERGY:
The company has Gas fired annealing furnace for annealing the stainless steel coils, whereby heat loss is reduced
and higher efficiency is achieved.
The details of total energy consumption and energy consumption per unit of production is given hereunder:
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
(a) Power & Fuel Consumption :
(1) Electricity :Unit
Total Amount
Rate/ Unit
(2) Own Generation :{i} Through Diesel Generation Set:
Units
Diesel Consumed
Unit per/Ltrs of diesel
Diesel cost
Cost per unit
{ii}
(4) Gas(PNG):Consumption
Value
Rate/ Unit
(b) Consumption per unit of Production:
Product- S.S.Coil (Own)
Product- S.S.Coil (Jobwork)
Total Production
Electricity- Consumption Per M.T.
Furnace Oil / Diesel- Consumption Per M.T.
Gas (PNG)- Consumption per M.T.
[C]
2013-14
8736760
66990613
7.67
8339960
62368426
7.48
52840
16818
3.14
1038189
19.65
14328
5834
2.46
347179
24.23
6743309
6588763
71458
4336503
60.69
59299
3473724
58.58
1871924
88993754
47.54
2365250
109626443
46.35
(Standards if any)
M.T.
21460.382
M.T.
124.350
21584.732
22545.910
234.310
22780.220
`
`
Ltrs.
`
`
[B]
2014-15
Ltrs.
`
`
SCM
`
`
Units
Ltrs.
SCM
TECHNOLOGY ABSORPTION:
The company is using latest technology available.
FOREIGN EXCHANGE EARNINGS:
Earnings
`
Out Go
`
407.21
3.31
86.72
366.73
2.60
103.83
4817138
22971998
2550360
13494931
21
The main competitive strength is high quality products, product innovation and technological development,
efficiency, and skilled manpower.
The challenges are linked to the cost and availability of inputs i.e raw materials, energy etc., and competition
from other producers.
The business mood is cautious yet quite buoyant. But there is a lot of hard work required since the going is
tough.
Volatile rupee.
22
23
Annexure - I
REPORT ON CORPORATE GOVERNANCE
1.
2.
Board of Directors
(a)
(b)
Category of Directorship
Chairman
&
Nonexecutive director
Joint Managing Director
Joint Managing Director
Promoter
&
Executive Director
Promoter
&
Executive Director
Independent &
executive director
Non-
Independent &
executive director
Independent &
executive director
Independent &
executive director
Independent &
executive director
Independent &
executive director
Non-
Non-
Directorship in
other Companies
No. of Chairmanship/membership in
Board Committees.
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Non-
NonNonNonNon-
24
The information as required under to Clause 49 of the Listing Agreement is made available to the Board. The
agenda and the papers for consideration at the Board Meeting are circulated to the Directors in advance. Adequate
information is circulated as part of the Board Papers and is also available at the Board Meeting to enable the Board
to take informed decisions. As required under Clause 49 of Listing Agreement, the Board periodically reviews
compliances of various laws applicable to the Company.
The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a
Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the
option to participate in the Meeting through video conferencing was made available for the Directors except in
respect of such Meetings/Items which are not permitted to be transacted through video conferencing.
The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year
under review are as under:
Name of Director
Meetings
No. of Board
No. of Board
Meeting held while Meeting attended while
holding the office
holding the office
Attendance at last
AGM held on
23 rd September 2014.
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
No
No
NA.
1Resigned
(c)
(d)
(e)
25
(f)
3.
B)
Name
Category
Mr.AmolDalal (Chairman)
Mr.Prakashraj Jain
Mr.PawankumarMurarka
The Chief Financial Officer, representatives of statutory auditors, internal audit and finance & accounts
department are invited to the meetings of the Audit Committee.
Mr. Ajay Patel, Company Secretary and Compliance Officer act as Secretary of the Committee. The
Chairman of the Committee was present at the last Annual General Meeting held on 23 rd September,
2014.
The Committee discharges such duties and functions generally indicated in Clause 49 of the Listing
Agreement and Section 177 of the Companies Act, 2013 and such other functions as may be specifically
delegated to the Committee by the Board from time to time.
(b) Broad Terms of reference:
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated
under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
Nomination & Remuneration Committee:
(a) Constitution & Composition of Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company was constituted on 30th January 2002 and
subsequently reconstituted from time to time to comply with statutory requirement.
During the year under review Nomination & Remuneration Committee Meetings were held on 29th May
2014, 29th July 2014, 13th November 2014, 27th December 2014 and 30th March 2015.
The composition of the Nomination & Remuneration Committee and details of meetings attended by
the members are given below:
(b)
i).
Name
Category
26
(c)
ii).
iii).
iv).
Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment
and removal;
v).
vi).
To carry out any other function as is mandated by the Board from time to time and / or enforced by any
statutory notification, amendment or modification, as may be applicable.
Remuneration Policy:
(i)
(ii)
(d)
Details of Remuneration:
(i)
Non-Executive Directors:
The details of sitting fees and commission paid to Non-Executive Directors during the financial year
2014-15 is as under:
Name
Mr. A.K.Kataria
Mr. Ashwin A. Kataria
Mr. Pukhraj Jain
Mr. Pawankumar Murarka
Mr. Chandresh Shah
Mr. Amol Dalal
Mr. Ashish Shah
Mr. Jitendra Mamtora
Ms. Nipa P. Shah 1
1 Appointed
Commission
0
0
0
0
0
0
0
0
0
Sitting Fees
12000
6 00 0
10000
12000
10000
12000
10000
10000
0
Total `
12000
6 00 0
10000
12000
10000
12000
10000
10000
0
There were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the
Company.
(ii)
Executive Directors:
A detail of remuneration paid/payable to Chairman & Managing Director and Whole Time Directors during
the financial year 2014-15 is as under:
Name
Salary `
B onus
Commission
Mr.
Mr.
Mr.
Mr.
3,60,000.00
3,60,000.00
3,60,000.00
3,60,000.00
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Prakashraj Jain
Ugamraj Hundia
Arvindkumar D. Sanghvi 1
Ashwin A. kataria 2
1Resigned
27
(iii) Details of shares of the Company held by Directors as on March 31, 2015 are as under:
Sr. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
C)
*Non-Executive Directors
The Company does not have any Employees' Stock Option Scheme and there is no separate provision for
payment of Severance Fees.
Stakeholders relationship committee:
(a) Constitution & Composition of Stakeholder Relationship Committee:
The Stakeholder Relationship Committee of Directors was constituted on 30 th January 2002 and
subsequently reconstituted from time to time to comply with statutory requirement.
During the year under review Stakeholder Relationship Committee Meeting was held on 20th December,
2014.
The composition of the Stakeholder Relationship Committee and details of meetings attended by the
members are given below:
(b)
(i)
(ii)
(c)
Name
C at e go ry
D)
Pending Complaints
Resolved
NIL
NIL
The Company has constituted Risk Management Committee. The Committee has laid down the procedures
to inform to the Board about the risk assessment and minimization procedures. The Board is responsible for
framing, implementing and monitoring the risk management plan of the Company.
During the year under review, Risk Management Committee met on November 14, 2014.
The composition of the Committee and details of meetings attended by the members of the Committee are
given below:
Name
C at e go ry
No. of Meetings during
the year
Held
Att en de d
Mr. Prakashraj Jain
Joint Managing Director
1
1
Mr. Amol R. Dalal
Independent & Non-Executive Director
1
1
Mr. Ramcharan Beriwala
Chief Financial Officer
1
1
The Company has a risk management framework to identify, monitor and minimize risks.
28
4.
5.
6.
Subsidiary Companies:
The Company does not have any subsidiary company.
Whistle Blower Policy:
The Company encourages an open door policy where employees have access to the Head of the Business /
Function. In terms of the Real Stripss Code of Conduct, any instance of non-adherence to the Code or any other
observed unethical behaviour is brought to the attention of the immediate reporting authority, who is required to
report the same to the Head of Corporate Human Resources Department.
General Body Meetings:
(a) Annual General Meetings:
The date, time and location of the Annual General Meetings held during the preceding 3 years and special
resolutions passed there at are as follows:
Financial
Year
2013-14
Date
Location of Meeting
Time
23.09.2014
2012-13
25.09.2013
2011-12
22.09.2012
11.30
a.m
10.00
a.m
10.30
a.m
(b)
Financial
Year
2014-15
Date
Location of Meeting
Time
14.07.2014
4.30
p.m.
(c)
(d)
7.
8.
Whether special resolutions were put through postal ballot last year, details of voting pattern: No
Whether any resolutions are proposed to be conducted through postal ballot:
No Special Resolution requiring a Postal Ballot is being proposed at the ensuing Annual General Meeting of the
Company.
(e) Procedure for postal ballot:
Prescribed procedure for postal Ballot as per the provisions contained in this behalf in the Companies Act,
2013 and the rules made there under as amended from time to time shall be complied with whenever
necessary.
Disclosures:
a)
There were no materially significant Related Party Transactions and pecuniary transactions that may have
potential conflict with the interest of the Company at large. The details of Related Party Transactions are
disclosed in financial section of this Annual Report in Note 2.27.
b)
In the preparation of the financial statements, the Company has followed the accounting policies and practices
as prescribed in the Accounting Standards.
c)
Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and
forms part of this Report.
d)
There has been no instance of non-compliance by the Company on any matter related to capital markets
during the last three years and no penalties or strictures have been imposed on the Company by the Stock
Exchanges or SEBI or any statutory authority.
e)
The Chief Executive Officer and the Chief Financial Officer have furnished a Certificate to the Board for the
year ended on March 31, 2015 in compliance with Clause 49 of Listing Agreement.
f)
A qualified Practicing Company Secretary carried out a reconciliation of Share Capital Audit to reconcile the
total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) and the total issued and listed capital. The secretarial audit confirms that the total
issued/paid-up capital of the Company is in agreement with the total number of shares in physical form and
the total number of dematerialized shares held with NSDL and CDSL.
The designated Senior Management Personnel of the Company have disclosed to the Board that no material,
financial and commercial transactions have been made during the year under review in which they have
personal interest, which may have a potential conflict with the interest of the Company at large.
Means of Communication:
The quarterly, half-yearly and annual results are published in widely circulating national and local dailies such as The
Business Standard in English, Economic Times in English and Economic Times (Gujarati) in Gujarati. These
results are not sent individually to the shareholders but are put on the website of the Company.
29
9.
The Company's financial results, press release, official news and presentations to investors are displayed on the
Company's website www.realstrips.com.
General Shareholders Information:
(a) Annual General Meeting
Date
24th September 2015
(b)
Time
5:00 P.M
Venue
Atma Hall (Ahmedabad Textile Mills Association), Ashram Road, Ahmedabad - 380009
(c)
(d)
(e)
(f)
(g)
(h)
:
:
:
(i)
Highest (Rs.)
`
26.45
31.00
35.70
40.00
33.40
43.35
39.10
32.95
26.75
25.00
22.20
25.90
Lowest (Rs.)
`
20.00
21.50
23.50
29.00
27.00
27.25
29.70
22.75
21.50
19.50
20.00
17.00
Contact Person
:
Contact Telephone No.
:
Mobile No.
:
Share Transfer System:
MCS Share Transfer Agent Limited has been acting as the Depository Registrar for establishing connectivity
with NSDL and CDSL for Demat Segment and for physical segment as well with effect from 5th June, 2015.
MCS Share Transfer Agent Limited uses computerized share transfer system for processing transfer of shares.
On the basis of periodic report on various requests received from the shareholders, share transfer and other
requests are placed for approval of Shareholders Grievances Committee. The Company obtains from Mr.
Ashwin Shah, Company Secretary in practice half yearly certificate of compliance with the share transfer
formalities as required under Clause 47 (c) of the Listing Agreement and files a copy of the certificate with
the Stock Exchanges.
The Companys representatives visit the office of the Registrar and Share Transfer Agents from time to time
to monitor, supervise and ensure that there are no delays or lapse in the system.
30
(j)
Distribution of Shareholding:
(k)
Number of Shareholders
2275
49
27
13
6
7
23
11
2411
867
1544
% of Shareholders
94.3591
2.0324
1.1199
0.5392
0.2489
0.2903
0.9540
0.4562
100.00
35.96
64.04
% of Shareholding
15.4200
6.0252
6.5994
5.4239
3.5510
5.4482
27.9491
29.5832
100.00
2.66
97.34
Percentage Held
7.61
0
44.10
0
48.04
0.25
100.00
(l)
Financial
Year
2007-08
2009-10
2010-11
2011-12
2012-13
b.
Dividend Declaration
Date
25.09.2008
25.09.2010
24.09.2011
22.09.2012
25.09.2013
Dividend
(%)
10
10
10
10
8
Rate
(m) Outstanding GDRs/ ADRs/ Warrants and Convertible instruments, conversion date and likely
impact on equity: Not Applicable.
31
(n)
Plant Location :
Survey No.245,
Village Sari, Taluka Sanand,
Ahmedabad-Bavla Highway,
Dist. - Ahmedabad, Pincode 382 220
Contact Mobile No 9824211499
Email ID [email protected]
Correspondence with the Company: Address for correspondence with the Company is:
Mr. Ramcharan Beriwala
Real Strips Limited
401-402 Florence,
Opp. Ashram Road Post Office,
Ashram Road,
Ahmedabad 380 009
Contact Telephone No (079) 26580455, 26588788, 26581833
Fax No (079) 40068261
Website :
www.realstrips.com
Email ID :
[email protected]; [email protected]
32
PLACE: AHMEDABAD
DATE : 11th August, 2015
We have reviewed the financial statements and the cash flow statement of Real Strips Limited for the year
and that to the best of our knowledge and belief:
(i)
these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii)
These statements together present a true and fair view of the Companys affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
(b)
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Companys code of conduct.
(c)
We accept responsibility for establishing and maintaining internal controls and that we have evaluated the
effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and
the steps we have taken or propose to take to rectify these deficiencies.
(d)
Ramcharan Beriwala
Chief Finance Officer
33
in the case of the Balance Sheet, of the state of affairs of the Company as at March 31st, 2015;
(b)
in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and
(c)
in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
34
As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the
matters specified in the paragraph 3 and 4 of the Order, to the extent applicable for the year.
2.
We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
(b)
In our opinion proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(c)
The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report
are in agreement with the books of account;
(d)
In our opinion, the aforesaid Financial statements, comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e)
On the basis of the written representations received from the director as on 31st March 2015 and taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from
being appointed as a director in terms of Section 164 (2) of the Act; and
(f )
With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i)
The Company has disclosed the impact of pending litigations on its Financial position in its financial
statements in note no. 2.26 to the financial statements.
(ii)
There are no long term contracts including derivative contracts and accordingly no provision is
required to be made for any loss from the same; and
(iii)
There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company during the year ended on March 31, 2015.
PRAKASH D SHAH
Place: Ahmedabad
DATE: 30TH MAY, 2015
PARTNER
Membership .No. 34363
35
Nature of dues
` In lakhs
Penalty
1.00
1.37
Period
to
which
amount relates
2003-04
1.59
2008-09&
2009-10
2010-11
Honble Gujarat
Court
Honble CESTAT
7.42
2011-12
Honble CESTAT
Income Tax
92.30
2011-12
Honble Commissioner
of Income Tax(Appeals)
High
36
(c)
The amount required to be transferred to investor education and protection fund has been transferred
within time in accordance with the relevant provisions of the Companies Act, 1956 and rules made
there under.
(viii) There are no accumulated losses of the company at the end of the financial year. The Company has incurred
cash loss in the current financial year and not in immediate preceding year.
(ix)
Based on our audit procedures and on the information and explanations given by the management, we are
of the opinion that the company has not defaulted in repayment of dues to any financial institution or Bank.
(x)
The company has not given any guarantee for loans taken by others from banks or financial institutions.
(xi)
During the year, the company has not taken any new Term Loans.
(xii) During the course of our examination of the books and records of the company, carried out in accordance
with generally accepted practices in India, and according to the information and explanations given to us, we
have neither come across any instances of material fraud on or by the Company, noticed or reported during
the year, nor have we been informed of such case by the management.
PRAKASH D SHAH
Place: Ahmedabad
DATE: 30
TH
MAY, 2015
PARTNER
Membership .No. 34363
37
AS AT
31ST MARCH 2015
`
(a)
(b)
2.01
2.02
59,750,000
383,944,121
59,750,000
433,116,403
(a)
(b)
2.03
2.04
54,000,000
39,358,100
91,000,000
33,375,100
(a)
(b)
(c)
(d)
Current liabilities
Short-term borrowings
Trade Payables
Other current liabilities
Short Term Provisions
2.05
2.06
2.07
2.08
1,325,638,356
394,395,098
58,495,115
3,123,502
1,602,958,511
247,914,518
85,652,294
2,236,558
2,318,704,292
2,556,003,384
SR. NO.
PARTICULARS
TOTAL
AS AT
31ST MARCH 2014
`
(b)
(c)
(d)
ASSETS
Non-current Assets
Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital work-in-progress
Non-current Investments
Long-term loans and advances
Other Non-Current Assets
2.09
2.09
2.09
2.10
2.11
2.12
498,628,560
1,115,644
54,203,778
530,370
16,247,708
40,489,312
513,330,921
1,776,762
4,196,940
530,370
29,093,482
56,685,411
(a)
(b)
(c)
(d)
(e)
Current Assets
Inventories
Trade Receivables
Cash and Bank Balances
Short-term loans and advances
Other Current assets
2.13
2.14
2.15
2.16
2.12
412,886,183
1,234,313,397
829,635
57,203,200
2,256,505
585,581,156
1,278,164,027
9,996,012
73,466,806
3,181,497
2,318,704,292
2,556,003,384
(a)
TOTAL
A. K. Kataria
DIN: 00435496
Chairman
Prakashraj S. Jain
DIN: 00435076
Ugamraj M. Hundia
DIN: 00435229
Ramcharan Beriwala
Ajay Patel
Company Secretary
Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015
38
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
Sr.
No.
A
PARTICULARS
Continuing Operations
Income
Revenue from operations (Gross)
Less : Excise duty
Other Income
Note
No.
2.17
2014-2015
`
3,827,697,962
412,226,247
Expenditure
Cost of Raw Materials Consumed - Hot
Rolled Stainless Strips/Coils
Purchase of Traded Goods - Cold
Rolled Stainless Strips/Coils
Changes in Inventories of Finished
Goods and Work-in-Progress
Employee Benefits Expenses
Finance Costs
Depreciation and amortization expenses
Other Expenses
Preliminary Expenses Written off
3,415,471,715
2.18
Total Revenue
3,228,105,182
6,460,718
3,447,798,044
3,234,565,900
2,123,659,718
2,236,528,273
802,051,506
628,813,436
66,948,507
67,689,825
113,082,806
40,044,574
277,485,942
197,572
(168,836,676)
58,842,808
135,761,718
64,071,348
255,932,234
59,980
3,491,160,450
3,211,173,121
(43,362,406)
23,392,779
4,673,000
(4,269,000)
(188,669)
14,600
5,983,000
(3,884)
25,000
386,000
(49,171,337)
22,581,663
(945)
495,313
(49,172,282)
23,076,976
Negative
3.86
3,611,592,384
383,487,202
32,326,329
2.19
2.20
2.21
2.09
2.22
Total Expenses
2013-2014
`
2.23
2.24
Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015
Ugamraj M. Hundia
DIN: 00435229
Ramcharan Beriwala
Ajay Patel
Company Secretary
39
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015
PARTICULARS
A.
B.
C.
Year Ended
31st March 2015
`
Year Ended
31st March 2014
`
(43,362,406)
40,044,574
87,944
113,082,806
(6,330,552)
(1,312)
15,001
146,898,461
103,536,055
60,956,720
172,694,973
12,845,774
20,779,104
146,480,580
(27,134,224)
897,344
-
23,392,779
64,071,348
193,879
135,761,718
(5,963,186)
(10,796)
59,980
194,112,943
217,505,722
387,520,271
491,056,326
(4,351,829)
486,704,497
(945)
486,703,552
(252,605,138)
(183,571,582)
(23,812,292)
38,985,582
208,404,680
(20,710,448)
(73,263)
(770,572) (234,153,033)
(16,647,311)
(8,270,824)
(24,918,135)
495,313
(24,422,822)
(75,655,277)
879,400
1,312
(74,774,565)
(200,000)
(50,418,993)
206,000
10,796
(50,402,197)
(37,000,000)
(277,320,155)
(113,105,761)
6,330,552
(421,095,364)
(9,166,377)
9,996,012
829,635
(61,068,696)
281,450,118
(137,831,616)
5,963,186
(5,597,041)
82,915,951
8,090,932
1,905,080
9,996,012
Notes:
(1) Figures in brackets indicates outflows.
(2) The figures of the previous year have been regrouped and rearranged wherever necessary.
Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015
Ugamraj M. Hundia
DIN: 00435229
Ramcharan Beriwala
Ajay Patel
Company Secretary
40
NOTE 1
SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED ON 31ST MARCH, 2015
Corporate Information
Real Strips Limited (the Company) is a Listed public company domiciled in India and incorporated under the provisions
of the Companies Act, 1956. The Company is engaged in Business of manufacturing/trading of Cold Rolled Stainless
Strips/coils. Its shares are listed on Bombay Stock Exchange in India.
1.01 Basis of Preparation of Financial Statements
The Financial Statements are prepared to comply in all material respects with the Accounting Standards notified by
the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial
statements have been prepared under the historical cost convention on an accrual basis in accordance with the
generally accepted accounting principles in India.
1.02 Use of Estimates
The preparation of financial statements in confirmity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets & liabilities and
disclosures of contingent liabilities at the date of financial statements and the results of operation during the
reporting period. Although these estimates are based upon management's best knowledge of current events and
actions, actual results could differ from these estimates. Difference between the actual results and estimates are
recognized in the period in which the results are known/materialised.
1.03 Tangible Assets :
a)
Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. The cost of fixed
assets includes non refundable taxes, duties, freight and other incidental expenses related to the acquisition
and installation of the respective assets.
b)
All the preoperative expenditure including interest on borrowing for the project/ item, incurred on capital
work in progress or on fixed assets upto the date of installation of the individual item as taken by the
company is capitalized and added on pro-rata basis to the cost of respective fixed Assets.
1.04 Intangible Assets :
An intangible asset is recognised, only where it is probable that future economic benefits attributable to the asset
will accrue to the enterprise and the cost can be measured reliably.
1.05 Borrowing Costs:
Borrowing Costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized
as part of the cost of such assets. Exchange difference arising from foreign currency term loan borrowing beyond
adjustment to interest cost is capitalized as part of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.
1.06 Impairment of Assets:
a)
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the Company estimates the recoverable amount of the assets. If such
recoverable amount of the assets is less than its carrying amount, the carrying amount is reduced to its
recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of
profit and loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss
no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount
subject to a maximum of depreciated historical cost.
b)
After impairment, depreciation is provided on the revised carrying amount after deducting 5% of Historical
cost of the asset over its remaining useful life.
1.07 Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past event and it is probable
that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value and are determined based on best estimate required to
settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized
nor disclosed in the financial statements.
1.08 Leases:
Where the Company is the lessee
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item,
are classified as operating leases. Operating lease payments are recognized as a Capital assets till the assets are not
put to use.
1.09 Deferred Revenue Expenses And Public Issue Expenses:
Public Issue Expenses and Preliminary expenses are amortized over a period of 5 years.
41
1.10 Depreciation:
a)
The company has provided Depreciation on Straight-Line Method (SLM) on a) Plant & Machinery and
b) Vehicles over the useful life of Assets as defined in Schedule II of the Companies Act, 2013.
b)
Building, Furniture & Fixtures and Computers are depreciated on the Written Down Method over the useful
life of Assets as defined in Schedule II of the Companies Act, 2013.
c)
The Life has been decided by the Management considering the type and nature of assets as defined in
Schedule II of The Companies Act, 2013. Except in case of Workroll, where the useful life of the asset is
taken as less than one year considering it's nature & frequent replacement.
d)
Since the Depreciation for the Year under consideration has been computed considering the Balance useful
life of the assets to comply with requirements of Schedule II of Companies Act, 2013, and being a transitional
year, the Impact of change in method of depreciation has been reported.
1.11 Inventories :
Raw materials,Work in Progress and finished goods are valued at lower of cost or net realisable value. Stores &
spare parts are stated at cost. Cost comprise all cost of purchase, cost of conversion and other costs incurred in
bringing the inventories to their present location and condition. Cost formulae used is 'First-in-First-Out method'.
1.12 Revenue Recognition
a)
Revenue from operations (gross) represents the amounts receivable for goods and services sold including
excise duty thereon, Interest for late payment and forfeiture of sales advances,but excludes VAT/CST, trade
discounts & other taxes, adjustments for late delivery charges and material returned/rejected.
b)
Interest income is recognized on time proportion basis taking into account the amounts outstanding and the
rates applicable.
c)
Dividend is recognized when the Company's right to receive dividend is established by the balance sheet
date.
d)
Revenue from windmill is recognised on unit generation basis.
1.13 Raw Material Consumption :
Cost of Raw Material Consumed includes interest expenses for late payment to suppliers.
1.14 Excise / Custom Duties:
Excise Duty on manufactured goods remaining in the inventory is included as a part of valuation of finished goods
& Scrap. The customs duty on raw materials, stores, spares & components is accounted on clearance thereof.
1.15 Foreign Currency Transactions :
a)
Foreign currency transaction are accounted at the exchange rate prevailing on the date of transaction.
Monetary items related to foreign currency transaction remaining unsettled at the end of the year are
translated at year end rates. Any exchange gain or loss arising out of the subsequent fluctuation are accounted
for in the Statement of Profit and Loss.
b)
In respect of forward contracts assigned to the foreign currency assets/liabilities as at Balance Sheet date,
the proportionate premium/discount for the period up to the date of Balance sheet is recognized in the
Statement of Profit and Loss. The exchange difference measured by the exchange rate between the
inception of the forward contract and agreed contracted rate is applied on foreign currency amount of the
forward contract.
1.16 Treatment Of Retirement Benefits :
Company contributes to group gratuity policy with SBI Life Insurance as per actuarial valuation as on the Balance
Sheet date for future payment of Gratuity to employees. Company's contributions paid/payable during the year to
Provident Fund are charged to the Statement of Profit & Loss. Privilege leave is accounted for on accrual basis.
1.17 Taxation:
Income-tax expense comprises current tax and deferred tax charge or credit. Tax on income for the current period
is determined on financial year basis computed in accordance with the provisions of the Income Tax Act,1961 and
based on expected outcome of assessment/appeal.
Minimum Alternative Tax (MAT) paid in accordance to the tax laws , which gives rise to the future economic
benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing
evidence that the Company will pay normal income tax after the tax holiday period . Accordingly, MAT is recognised
as an asset as MAT Credit Entitlement in the balance sheet when it is probable that the future economic benefit
associated with it will flow to the Company and the asset can be measured reliably.
42
Authorised
1,20,00,000 (80,00,000) Equity Shares of ` 10 each
5,00,000 (5,00,000) Preference Shares of `10 each
Issued, Subscribed & Paid up
59,80,000 (59,80,000) Equity Shares of ` 10 each
Less: Call in Arrears-Other than Directors
Total
b.
120,000,000
5,000,000
59,800,000
(50,000)
59,750,000
59,750,000
80,000,000
5,000,000
59,800,000
(50,000)
59,750,000
59,750,000
A reconcilliation of the number of shares outstanding at the beginning and at the end of the
reporting Year.
PARTICULARS
Shares outstanding at the beginning of the Year
Shares outstanding at the end of the Year
EQUITY SHARES
AS AT 31ST MARCH 2015
NUMBERS
5,980,000
5,980,000
EQUITY SHARES
AS AT 31ST MARCH 2014
NUMBERS
5,980,000
5,980,000
43
d
e
There were no shares reserved at the year-end for issue under options and contracts / commitments for the
sale of shares / disinvestment.
Share Holders Holding more than 5% of the Shares
NAME OF SHAREHOLDER
f
g
EQUITY SHARES
AS AT
31ST MARCH 2015
EQUITY SHARES
AS AT
31ST MARCH 2014
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
300,000
5.02
Aggregate number of Bonus Shares issued, shares issued for consideration other than Cash and Shares
Bought back during the Period of five Years immediately preceding the reporting date.
- NIL
The Company have calls in arrears / unpaid calls of ` 50000/- (P.Y 50000/-)and has not forfeited any shares at
balance sheet.
AS AT
31ST MARCH 2015
(Amt In `)
AS AT
31ST MARCH 2014
(Amt In `)
1,500,000
1,500,000
108,700,000
108,700,000
75,000,000
75,000,000
247,916,403
(49,172,282)
Total
224,839,427
198,744,121
23,076,976
383,944,121
247,916,403
433,116,403
AS AT
31ST MARCH 2015
(Amt In `)
Non- Current
Current
AS AT
31ST MARCH 2014
(Amt In `)
Non- Current
Current
Secured
Term Loans from Bank
- Rupee Term Loan-[Note No.1(a)]
- Corporate Loan-[Note No.1(b)]
Total
Notes:1)
(a)
(b)
54,000,000
28,000,000
82,000,000
1,075,941
9,000,000
28,000,000
14,000,000
54,000,000
54,000,000
29,075,941
29,075,941
91,000,000
91,000,000
42,000,000
42,000,000
Term Loan from State Bank of India are secured by way of First charge on Fixed Assets of the company,
movable and/or immovable, present or future situated at Survey No.244, 245 and 247 at : Village : Sari,
Taluka : Sanand, District : Ahmedabad (Gujarat) and office situated at 401-402, "Florence" Opp.Ashram Road
P.O., Ashram Road, Ahmedabad - 380 009 and Wind Mill situated at Ukhrala (Dist.Bhavnagar), Gujarat and
further said loans are also secured by personal guarantees of some of the Directors of the Company.
Corporate Loan from Union Bank of India is Secured by way of Second Charge on Fixed Assets of the
company and personal guarantees of some of the Directors of the Company.
44
(AMT IN `)
Maturity Profile
Long Term Loan From Bank
2016-17
2017-18
2018-19
2019-20
19,000,000
10,000,000
20,000,000
5,000,000
AS AT
31ST MARCH 2015
(Amt In `)
AS AT
31ST MARCH 2014
(Amt In `)
39,550,100
33,375,100
(192,000)
39,358,100
33,375,100
AS AT
31ST MARCH 2015
(Amt In `)
AS AT
31ST MARCH 2014
(Amt In `)
Secured
Working Capital Facilities from Banks (Note No.1)
1,092,413,429
1,329,078,895
Subtotal
1,092,413,429
1,329,078,895
32,200,000
51,000,000
201,024,927
222,879,616
233,224,927
273,879,616
1,325,638,356
1,602,958,511
Working Capital facilities from Union Bank of India, State Bank of India and IDBI Bank Limited are secured by way hypothecation
of Inventories, Book debts and personal guarantees of some of the Directors of the Company and further said loan is also
secured by way of second charge on Fixed Assets of the Company.
AS AT
31ST MARCH 2015
(Amt In `)
AS AT
31ST MARCH 2014
(Amt In `)
- Others
394,395,098
247,914,518
Total
394,395,098
247,914,518
There are no Micro, Small and Medium Enterprise, as defined in the Micro, Small, Medium Enterprise Development Act, 2006, to
whom the company owes dues on account of principal amount together with interest and accordingly no additional disclosure have
been made. The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such parties
have been identified on the basis of information available with the company. This has been relied upon by the auditor.
45
AS AT
AS AT
(Amt In `)
(Amt In `)
Unclaimed Dividend #
Current Maturity on Long term Borrowings
477,063
592,584
29,075,941
42,000,000
1,495,495
1,822,908
660,468
356,010
5,025,060
8,986,965
12,373,358
13,532,556
Other Liabilities
Provident Fund & Other Contribution
Tax Deducted and Collected at Source
Service Tax, Entry Tax, VAT and CST Payable
Excise Duty on Stock of Finished Goods
601,294
312,061
1,253,187
2,713,835
1,584
5,684,974
7,531,665
9,387,730
Total
9,650,401
58,495,115
18,361,271
85,652,294
#These figures do not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund.
2.08 SHORT TERM PROVISIONS
PARTICULARS
Provision for Leave Encashment
AS AT
AS AT
(Amt In `)
(Amt In `)
3,108,902
2,211,558
14,600
25,000
3,123,502
2,236,558
(Amount in `)
GROSS BLOCK
AS AT
01/04/2014
TANGIBLE ASSETS:
Own Assets:
Freehold Land
B ui ldi ng
Plant and Machinery
Office Equipments
Furnitures & Fixture
Co mput er
Vehicle s
Total(A)
INTANGIBLE ASSETS:
Soft ware
Total(B)
Total(A+B)
Previous Year
Capital Work in Progress*
ADDITION
DEPRECIATION
DEDUCTION
AS AT
31/03/2015
AS AT
01/04/2014
FOR THE
YEAR
DEDUCTION
NET BLOCK
AS AT
31/03/2015
AS AT
31/03/2015
AS AT
31/03/2014
9 43 ,94 6
1 47 ,51 6 ,97 7
9 29 ,37 8 ,27 1
7 02 ,75 5
11 ,2 14 ,9 89
2,52 7,23 2
12 ,5 68 ,2 56
1,104,852,426
6,34 7,83 7
17 ,7 53 ,1 68
1,09 3,18 5
3 50 ,61 8
6 1 ,6 3 1
25,606,439
943,946
153,864,814
2,17 3,92 9
944,957,510
702,755
12,308,174
2,877,850
1,08 2,69 2
11,547,195
3,256,621 1,127,202,244
61 ,6 86 ,1 64
5 14 ,82 9 ,86 0
5 33 ,20 2
8,49 4,97 6
2,09 7,15 4
3,88 0,14 9
591,521,505
10 ,2 95 ,7 90
25 ,6 51 ,0 96 1,42 9,51 6
1 34 ,41 5
1,13 7,55 7
3 40 ,18 9
1,78 2,40 9
8 59 ,76 1
39,341,456 2,289,277
71,981,954
539,051,440
667,617
9,632,533
2,437,343
4,802,797
628,573,684
943,946
9 43 ,94 6
81,882,860 85 ,8 30 ,8 13
405,906,070 4 14 ,54 8 ,41 1
35,138
1 69 ,55 3
2,675,641
2,72 0,01 3
440,507
4 30 ,07 8
6,744,398
8,68 8,10 7
498,628,560 513,330,921
2,81 2,70 5
2,812,705
1,107,665,131
1,041,128,392
4 2 ,0 0 0
42,000
25,648,439
67,421,694
2,85 4,70 5
2,854,705
3,256,621 1,130,056,949
884,955 1,107,665,131
1,03 5,94 3
1,035,943
592,557,448
528,971,176
7 03 ,11 8
703,118
40,044,574 2,289,277
64,071,348
485,076
1,73 9,06 1
1,739,061
630,312,745
592,557,448
1,11 5,64 4
1,77 6,76 2
1,115,644
1,776,762
499,744,204 515,107,683
515,107,683 512,157,216
54,203,778
4,196,940
46
AS AT
(Amt In `)
110,990
110,990
200,000
200,000
200,000
200,000
19,380
19,380
530,370
530,370
AS AT
AS AT
31ST MARCH 2015 31ST MARCH 2014
(Amt In `)
(Amt In `)
PARTICULARS
Unsecured Considered Good
Security Deposits
Advances for Capital Goods
Total
15,247,708
1,000,000
16,247,708
15,469,708
13,623,774
29,093,482
NON -CURRENT
AS AT
31ST MARCH 2015
(Amt In `)
Preliminary Expenses
(to the extent not written off or adjusted)
Margin Money Deposit
Non Current Cash and Bank Balance (note 2.15) *
Interest acrrued but not due on Margin Money
Deposits & others
Total
CURRENT
AS AT
31ST MARCH 2014
(Amt In `)
AS AT
AS AT
31ST MARCH 2015 31ST MARCH 2014
(Amt In `)
(Amt In `)
730,282
15,001
39,759,030
56,670,410
2,256,505
3,181,497
40,489,312
56,685,411
2,256,505
3,181,497
* The amount of Margin Money Deposits with Banks are subject to banks lien.
2.13
INVENTORIES
PARTICULARS
(As Valued,verified & certified by the Management)
a. Raw Material
[includes goods-in-transit Rs. NIL
(Previous year ` 3,02,35,938/-)]
b. Work In Process
c. Finished Goods
- Manufacturing
- Trading
d. Stores and Spares
[includes goods-in-transit Rs. NIL
(Previous year ` 7,573/-)]
Total
AS AT
31ST MARCH 2015
(Amt In `)
74,862,506
AS AT
31ST MARCH 2014
(Amt In `)
167,792,582
228,784,385
212,947,187
66,268,463
-
66,268,463
42,970,829
412,886,183
87,728,080
61,326,088
149,054,168
55,787,219
585,581,156
47
AS AT
(Amt In `)
(Amt In `)
115,627,435
138,594,814
1,118,685,962
1,234,313,397
1,139,569,213
1,278,164,027
NON -CURRENT
AS AT
31ST MARCH 2015
(Amt In `)
CURRENT
AS AT
31ST MARCH 2014
(Amt In `)
AS AT
AS AT
31ST MARCH 2015 31ST MARCH 2014
(Amt In `)
(Amt In `)
118,459
477,063
234,113
9,218,476
592,584
184,952
829,635
9,996,012
39,759,030
39,759,030
56,670,410
56,670,410
829,635
9,996,012
AS AT
(Amt In `)
(Amt In `)
442,878
4,049,013
Prepaid Expenses
4,923,625
5,097,908
Advances to Staff
386,678
490,718
35,763,686
49,243,152
11,359,495
11,066,720
Others
4,326,838
3,519,295
57,203,200
73,466,806
2014-15
2013-14
(Amt In `)
(Amt In `)
2,918,424,933
991,561,762
649,001,411
3,783,463,120
3,567,426,344
306,075,687
313,702,456
106,150,560 3,371,236,873
69,784,746 3,183,939,142
1,269,281
2,421,775
42,965,561
41,744,265
3,415,471,715
3,228,105,182
48
2014-15
(Amt In `)
2013-14
(Amt In `)
Interest Income
- Margin Money Deposits
5,275,476
- Others
1,055,076
4,962,031
6,330,552
1,001,155
5,963,186
1,312
10,796
77,673
71,872
25,916,792
VAT Refund
33,705
34,205
346,954
32,326,329
6,460,718
2013-14
(Amt In `)
61,326,088
66,268,463
87,728,080
228,784,385
295,052,848
212,947,187
362,001,355
61,326,088
87,728,080
74,199,222
212,947,187
Total
362,001,355
118,965,457
66,948,507
193,164,679
(168,836,676)
2014-15
2013-14
(Amt In `)
(Amt In `)
62,664,564
55,120,400
3,130,463
1,945,775
1,894,798
1,776,633
67,689,825
58,842,808
2014-15
(Amt In `)
2013-14
(Amt In `)
Interest Expenses
- Term Loan
16,094,428
91,322,371
20,646,320
107,416,799
102,061,689
122,708,009
10,979,581
16,804,044
2,306,136
(5,313,574)
(6,056,471)
113,082,806
135,761,718
49
2014-15
(Amt In `)
2013-14
(Amt In `)
Manufacturing Expenses
Power and Fuel
Stores and Spares
Job Charges
Freight and Octroi
Testing Charges
Machinery Repairs
Building Repairs
Vehicle & Other Repairs
Excise duty *
Effluent Treatment Expense
161,359,059
175,815,772
78,959,894
44,778,988
708,875
884,624
607,188
26,200
21,870
1,939,460
2,037,226
120,000
206,256
1,143,472
1,107,530
(2,118,736)
1,488,223
3,477,502
245,791,475
3,265,463
230,037,391
1,174,868
96,338
62,000
2,394,945
3,388,129
640,810
548,908
Conveyance Expenses
104,247
107,258
Traveling Expenses
915,001
619,929
Insurance Premium
821,897
528,888
503,326
1,592,627
1,474,688
300,000
300,000
35,000
35,000
-Other Matters
90,000
75,000
1,786,858
1,183,556
General Expenses #
3,112,848
1,751,036
Donation
164,530
226,280
Advertisement
655,954
253,480
10,052,808
6,794,651
20,140
87,944
Vehicle Expenses
Auditors' Remuneration:
-Audit Fees
23,753,806
193,879
18,339,017
4,529,405
3,411,256
Total
5,360,515
7,940,661
277,485,942
2,195,311
7,555,826
255,932,234
* Excise Duty shown under expenditure represents the difference between excise duty on opening and closing stock of finished goods
# General Charges includes Office electricity Expense, Several Charges paid for services received and maintainance expenses.
@ It includes lease rent paid for windmill.
2.23 PRIOR PERIOD ADJUSTMENT
PARTICULARS
2014-15
2013-14
(Amt In `)
(Amt In `)
Interest Income
495,313
Excess Interest Write off
(945)
Total
(945)
495,313
50
2014-15
(Amt In `)
(49,172,282)
5,980,000
Negative
10
2013-14
(Amt In `)
23,076,976
5,980,000
3.86
10
2.25 As per Accounting Standard 15 "Employee Benefit", the disclosures as defined in the Accounting Standard are
given below
a) Defined contribution to Provident Fund
Company contribution to Provident Fund
Company contribution to Pension Fund
b) Defined Benefit Plans - Gratuity (Funded)
a) Assets recognised in the Balance Sheet
i) Present Value of obligation at the beginning of the Period
Current Service Cost
Interest Cost
Actuarial (Gain)/Loss
Benefit Paid
Present Value of obligation as at year end
Less:
ii) Fair Value of Plan Assets at the beginning of the Period
Expected return on Plan Assets
Actuarial Gain/(Loss)
Employers' Contribution
Benefit Paid
Fair Value of Plan Assets as at year end
Amount recognised in the Balance Sheet
b) Expenses during the year
Service Cost
Interest Cost
Expected return on Plan assets
Actuarial (Gain)/Loss
Total
c) Actual Return on plan assets
d) Break up of Plan Assets as a percentage of total Plan Assets
(Percentage or Value)
Insurer managed Funds
e) Principal actuarial assumptions
Rate of Discounting
Expected return on Plan Assets
Rate of increase in Salaries
Attrition Rate
Current Year
6.32
13.13
( ` in Lacs)
Previous Year
5.30
11.50
47.07
7.31
3.64
(6.04)
51.98
39.21
7.58
3.59
(3.31)
47.07
54.56
4.63
(0.27)
2.19
48.00
3.93
0.45
2.18
61.11
-
54.56
-
7.31
3.64
(4.63)
(5.77)
0.55
4.35
7.58
3.59
(3.93)
(3.76)
3.48
4.38
100%
100%
7.74%
8.00%
5.00%
5.00%
9.15%
8.00%
7.00%
5.00%
2.26 The company is contingently liable for the followings:(a) Bills discounted and reduced from debtors of ` 39.43 Lacs (Previous Year ` 474.35 Lacs).
(b) Letter of credit issued by the bank of ` 6.48 Lacs (Previous Year ` 1.79 Lacs )
(c)
Bank Guarantee of ` 87.38 Lacs (Previous Year ` 87.38 Lacs )
(d) Estimated amount of contracts remaining to be executed on capital account and not provided are ` 30 Lacs (Previous Year `
306.00 Lacs)
(e) Disputed statutory Claims/levies in respect of Service tax / Excise for which the company has preferred appeal (including
Interest and penalty) of ` 11.38 Lacs (Previous Year ` 11.38 Lacs) and in respect of Income Tax is ` 92.30 Lacs (Previous Year
` 0.90 Lacs).
51
2.27
As required by Accounting Standard -AS 18 Related Parties Disclosures issued by the Institute of Chartered
Accountants of India, the details as identified by the Company on the basis of information with the company,
are as follows:
(A) Particulars of Associates
Name of the Related Parties
Nature of Relationship
(i)
Garuda Overseas.
Associate Firm
(ii)
Associate Company
(iii)
Associate Company
*Ceases to be Associate company after the resignation from the Directorship by Managing Director Mr. Arvind D.
Sanghvi with effect from 13/11/2014 and accordingly transactions up to 13/11/2014 with these associates companies
have only been disclosed.
(B) Key Managerial Personnel
Name of the Related Parties
Nature of Relationship
(i)
Mr.A.K. Kataria
Chairman
(ii)
Mr.Ugamraj M. Hundia
(iii)
Mr.Prakashraj S. Jain
Director
(v)
Director
Mr.Chandresh V. Shah
Director
Director
Director
Director
(x)
Director
Additional Director
General Manager
General Manager(Marketing)
Managing Director
* Mr. Arvind D. Sanghvi has resigned from the post of Managing Director and also ceases to be a Director of
the Company w.e.f. 13/11/2014.
(C) Relatives of Key Managerial Personnel with whom transactions during the year have taken place.
Name of the Related Parties
(i)
(ii)
Nature of Relationship
HUF of Mr. A.K Kataria
Son of Mr. A.K Kataria
Current year
Previous year
A mount
Amount
(` in Lacs)
(` in Lacs)
0.00
1.63
41.49
264.18
0.00
1.04
86.46
10.91
8.48
4.71
0.00
3.59
1.66
2.43
52
3.60
4.80
3.60
4.80
3.60
4.80
3.60
4.80
8.84
8.23
11.34
8.73
-Mr. A.K.Kataria
0.12
0.10
0.06
0.00
0.12
0.08
- Mr.Chandresh V. Shah
0.10
0.08
- Mr.Pawankumar R. Murarka
0.12
0.10
0.10
0.10
0.10
0.08
0.10
0.08
-Mr. A.K.Kataria
100.00
22.00
46.50
288.00
0.00
150.00
0.00
50.00
334.50
0.00
(ii) Salary
0.00
18.00
0.00
4.00
0.00
18.00
0.00
4.00
0.00
0.10
0.00
0.01
0.00
0.37
0.00
0.37
0.00
0.39
0.00
0.38
0.46
0.52
0.29
0.52
-Mr. A.K.Kataria
122.00
22.00
0.00
288.00
150.00
150.00
50.00
50.00
(ii) Salary
53
Particulars
Segment Revenue
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total
Less: Inter Segment Revenue
Net Sales / Income from Operations
Segment Results Before Finance Cost, Interest & Other Income and Tax
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total
Add: Interest & Other Income
Less: Finance Costs
Total Profit Before Tax
YEAR ENDED
31/03/2015
AUDITED
(` In Lacs)
YEAR ENDED
31/03/2014
AUDITED
33,725.06
429.66
34,154.72
400.59
33,754.13
31,863.61
417.44
32,281.05
402.57
31,878.48
130.12
243.80
373.92
323.26
1,130.83
(433.65)
1,292.81
239.09
1,531.90
64.61
1,357.62
238.89
Other Information
Segment Assets
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total Assets
21,591.38
1,595.66
23,187.04
23,891.23
1,668.80
25,560.03
Segment Liabilities
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total Liabilities
17,494.36
31.40
17,525.76
18,947.65
19.97
18,967.62
Segment Depreciation
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total Depreciation
317.39
83.05
400.45
532.91
107.80
640.71
1.98
0.60
731.89
24.24
756.13
486.98
486.98
0.42
17.21
0.42
17.21
756.55
504.19
(` In Lacs)
2014-15
2013-14
34,105.56
32,254.68
49.16
26.37
34,154.72
32,281.05
54
2014-15
(Amount in `)
3,414,348
782,413
2014-15
(Amount in `)
4,817,138
2014-15
(Amount in `)
18,731,787
Raw Materials
Stores & Spares
ii) Earning in Foreign Exchange
F.O.B. Value of Export
iii) Expenditure in Foreign Currency( on Payment Basis)
Capital Expenditure
Interest
Travelling
iv) Composition of Raw Material and Stores and spares consumed
43,450
2014-15
2013-14
%of
Consumption
(a)
Indigenous
0.17
3,694,316
0.00
99.83
2,119,965,402
100.00
2,236,528,273
100.00
2,123,659,718
%of
Indigenous
2.32
100.00 2,236,528,273
%of
Consumption
2.31
Consumption
Consumption
2.30
%of
Raw Material
Imported
(b)
2013-14
(Amount in `)
2013-14
(Amount in `)
2,550,360
2013-14
(Amount in `)
10,237,497
2,606,516
650,918
0.99
782,413
0.00
99.01
78,177,481
100.00
44,778,988
100.00
78,959,894
100.00
44,778,988
The Company has capitalised finance cost of ` 53,13,574/-( Previous Year ` 60,56,471/- ). Out of which expenditure of
` 10,66,461/- has been allocated towards Building and Plant & Machinery and Balance Expenditure of ` 42,47,113/- has been
included in capital work in progress.
(a) In the opinion of the Board of Directors,the current assets,loans and advances are approximately of the value stated,if
realised in the ordinary course of the business.There is no contingent liabilty other than stated above and provisions for all
known liabilities are adequate. Some of accounts of trade payables, trade receivables, loans & advances including squared
up accounts and unsecured loan are subject to confirmation from the respective parties and necessary adjustments and/
or proper classification thereof, if any ,will be made on its reconciliation and/or settlement. The classification / grouping of
items of the accounts are made by the management, on the basis of the available data with the company and which has been
relied upon by the auditors.
(b) Trade Receivables include receivables of ` 291.27 Lacs (Previous Year - ` Nil) which are outstanding since long and
management is of the view that the same is fully recoverable and therefore these are treated as good and no provision for
it has been made.
The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.
As per our report of even date attached
For & on behalf of
Mehta Lodha & Co.
Firm Registration No: 106250W
Chartered Accountants
Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015
Ugamraj M. Hundia
DIN: 00435229
Ramcharan Beriwala
Ajay Patel
Company Secretary
55
Registered Office : 401-402, Florence, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad - 380 009.
Account type
Saving
(Please tick)
Account No. (as appearing in the cheque book)
Current
C.C.
Place :
Date :
(Signature of Sole/First Holder)
1.
Whenever the shares in the given folio are entirely dematerialized, then ECS mandate form will stand rescinded.
2.
For shares held in dematerialized mode nomination is required to be filed with the Depository Participant in their prescribed form
on Thursday, 24 th September 2015 at 5.00 P.M. at Atma Hall (Ahmedabad Textile Mills Association), Ashram Road,
Ahmedabad 380 009.
56
Affix
Revenue
Stamp
57
Shareholders Name
DP ID*
Client ID*
Folio
Proxys Name
I hereby record my presence at this 24th ANNUAL GENERAL MEETING of the company to be held on Thursday,
24 th September 2015 at 5.00 P.M. at Atma Hall (Ahmedabad Textile Mills Association), Ashram Road,
Ahmedabad 380 009 and at any adjournment thereof.
58
City
Gold
Pelican
Tower
ASHRAM ROAD
ASHRAM ROAD
Sales
India
Nehru
Bridge
Circle
H. K.
College
59
T
IN HI
T S
E
N
T
I O PA
N GE
A
L
LY
H
L AS
E
F
T
B BE
L
A EN
N
K
60