Steel Strips Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 28th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Million)

S. No. PARTICULARS 2013-14 2012-13

A. Gross Sales 11,716.25 10,772.60

B. Other Income 192.02 108.67

C. Gross Income (A B) 11,908.27 10,881.27

D. Total Expenditures (excl Interest, depreciation and amortization) 10,721.67 9,823.05

E. Earnings before Interest and Depreciation (C-D) 1.186.60 1,058.22

F. Interest & Financial Cost 407.91 296.98

G. Earnings before Depreciation and amortization (E-F) 778.69 761.24

H Depreciation and other w/off 525.76 496.21

I Earnings after Depreciation (G-H) 252.93 265.03

J Add: Prior Period Adjustment (net) (131) 0.64

K Profit Before Tax (I-J) 251.62 265.67

L Income tax (net of MAT credit entitlement) 11.08 2.51

M Deferred Tax Liability / (Assets) (2.76) 12.68

N Profit Available for Appropriation (K-L-M) 243.30 250.48

FINANCIAL PERFORMANCE

The gross Income of your company increased from Rs. 10,881.27 million in FY2012-13 to Rs. 11,908.27 million in FY2013-14. In terms of Number of wheels, the company achieved sale of 11.03 million wheel rims as against sale of 10.14 million wheel rims during the previous year, showing an increase in sales of 8.78% to previous year sales.

The Earnings before interest and depreciation (EBITDA) increased to Rs. 1186.60 million in 2013-14from Rs. 1,058.22 million in 2012-2013. However the Profit before tax during the year under review has decreased to Rs. 251.62 million from Rs. 265.67 million in 2012-13. The fall in profit is primarily due to increase in Depreciation and amortization & increase in financial cost due to a high interest rate regime in majority of FY 2013-2014. The Profit after tax thereby decreased to Rs.243.30 million from Rs. 250.48 million.

The depreciation and other amortization increased to Rs. 525.76 million from Rs. 496.21 million.

TRANSFER TO RESERVES

Your Company proposes to transfer a sum of Rs. 250.47 millions to General Reserve.

MANUFACTURING CAPACITIES

Total installed capacity of the Company comprising of Jamshedpur, Dappar and Chennai Plant at present is 16 millions wheel rims per annum.

Yourcompany is now focusing on Hi-Tech Technology by introducing flowforming process.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report of the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review, Sh. Ajit Singh Chatha and Sh. Manohar Lal Jain, were appointed as additional director of the company w.e.f 01.07.2013 and 01.08.2013 respectively and the shareholders in their Annual General Meeting held on 30.09.2013 had confirmed their appointment as Directors of the company.

Sh. Humesh Kumar Singhal resigned as a Director of the company. Your Directors place on record their sincere appreciation for the valuable guidance and support provided by him during his tenure as a Director, of the success of the company.

Mrs. Ute Mayr ceased to be a Director of the company w.e.f 06.02.2014 due to her untimely and sad demise. Your Directors place on record deep appreciation of the valuable contribution rendered by her during her tenure as whole time director, of the success of the company.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, appointed Sh. Madan Mohan Chopra, Sh. Sukhbir Singh Grewal ,Sh. Sudhanshu Shekhar Jha, Sh. Surinder Kumar Bansal, Sh. Ajit Singh Chatha and Sh. Vijay Narayan Bedekar as Independent Directors atvarious times. The period of office of these Directors was liable to determination by retirement of Director by rotation under the erstwhile applicable provisions of the Companies Act, 1956.

As per the provisions of Section 149(4) of the Companies Act, 2013, (the Act) which has come into force with effect from 1st April, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act.

To comply with the recent modifications brought in by the Act and Listing Agreement, your Directors are seeking appointment of these Directors as Independent Directors of the Company with effect from 30.09.2014 upto 30.09.2016,not liable to retire by rotation.

In the opinion of the Board, these Directors fulfill the conditions specified under the Companies Act, 2013 and rules made thereunder for their appointment as independent Director and are independent of the Management.

Sh. M.L.Jain, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends the reappointment of Sh. M.L.Jain as Director liable to retire by rotation.

In terms of Section 152 of the Act, your Board recommends for shareholders' approval, the period of office of Shri Dheeraj Garg, Managing Director and Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, to be liable to determination by rotation.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) of the year ended 31st March, 2014. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 26.51 million (Previous year: 26.51 million), which represents 10.90% of the Profit aftertax earned during the year.

EMPLOYEE STOCK OPTION SCHEME

During the year, your Company had introduced an employee stock option plan framed in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999, titled "Steel Strips Wheels Limited, Deputy Managing Director, Employees Stock Option Scheme, 2013" (hereinafter refereed to as "DMD ESOS 2013"), which was approved by the board of Directors and subsequently by shareholders of the company in their annual General meeting held on 30.09.2013.

In terms of the said scheme, the company had granted 51000 stock options, exercisable into equivalent no. of equity shares of Rs. 10/-each to Sh.A.V. Unnikrishnan, Deputy Managing Director of the company

Disclosures as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, (the 'SEBI Guidelines') together with a Certificate obtained from the Statutory Auditors, confirming compliance, is provided as Annexure A to this report.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITY SHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange of India Ltd. and BSE Ltd., offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s S.C. Dewan & Co as Statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every Annual General meeting).

The company has received necessary certificate from the Auditors under Section 141 of the Companies Act, 2013 to the effect that they satisfy the conditions under the Companies Act, 2013 and the rules made thereunder for the above appointment.

COST AUDITORS

The Report of "Aggarwal Vimal & Associates" Cost Accountants (Firm Registration No. 000350), on the cost audit carried out for the financial year 2012-13 was filed with the Central Government on 27.09.2013 (within due date of 180 days from the closure of the financial year)

The Report of the cost auditors for the Financial Year 2013-14 is under finalization and will be filed with the Central Government within the prescribed time.

Further, based on the recommendation of audit committee, the Board of Directors of your company in their meeting held on 30.05.2014, has re-appointed "Aggarwal Vimal &Associates", Cost Accountants , as cost auditors, to conduct the audit of the cost records of the Company for the financial year ending March 31,2015 at a remuneration of Rs.1,00,000/- (Rs. One lac only) plus Service Tax and out of pocket expenses subject to ratification of the said remuneration by the shareholders at the ensuing annual general meeting. The cost audit report would be filed with the Central Government within prescribed timelines, if applicable.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

* In preparation of the Annual Accounts, the applicable accounting standards have been followed.

* Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

* Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 217 (1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith as Annexure-B

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended as Annexure-C

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap in society.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of your company, over 650 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. The Vatsal Chaya Trust successfully provides flexible options for these children to access school and help them bridge the many gaps they have in learning, hygiene, health, nutrition as well as social and emotional skills.

As provided under Section 135 of the Companies Act, 2013, the Board of Directors have constituted Corporate Social Responsibility Committee of the Board. Consisting three members with one Independent Director. The Committee will evolve the CSR policy of the company and the same will be placed before the Board for approval in due course.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments ofthe Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the company in all fields.

For and on behalf of Board of Directors

Place : Chandigarh R K. GARG Dated : 30th May, 2014 CHAIRMAN

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Mar 31, 2012

The Directors are pleased to present the 35th Annual Report together with the audited accounts of the Company for the year ended March 31,2012

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS . 2011-12 2010-11

Operating and other Income 4.19 350.47

Gross Profit before (7.72) 340.66

interest & depreciation - -

Interest & other Financial Charges - -

Depreciation - - -

Profit before tax for the year - 340.56

Income Taxofearlieryears - -

paid/adiusted - 0.10

Profit - )s; after tax for the year (7.72) 340.56

Accumulated Losses brought

forward from previous year 2719.56 3060.12 BalanceAccumulated Losses

carried forward to Balance Sheet 2727.28 2719.56

During the year under review, the operations continued to be inoperative. The Company earned other income of Rs.4.19 lacs on account of rent. After accounting for expenses, the Company incurred a net loss of Rs.7.72 lacs during the year under review as against a profit of Rs.340.66 lacs, which was mainly due to sale of fixed assets and recovery of bad debts.

CORPORATE GOVERNANCE

A report on Corporate Governance forming part of the Directors' Report and a certificate from the Company's Auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement are attached and form part of the Annual Report.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co. Chartered Accountants, retire as Statutory Auditors at the ensuing Annual

General Meeting. The Directors recommend their re-appointment, as Statutory Auditors, to hold the office as such till the conclusion of next Annual General Meeting.

INSURANCE

All the Properties of the Company are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies .(Disclosure of Particulars in the Report of Board of Directors)

Rules, 1988 regarding Conservation of Energy, Technology Absorption and: Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period.

OPERATIONS

The Company did not have any manufacturing activity.

With reference to the observations made by the Statutory Auditors, your Directors have to state that the Company has filed suits for recovery against certain debtors, suppliers and others, who have .also filed counter claims against the Company. The claims against the Company, which amount to Rs.376.75 lacs (Previous year Rs. 376.75 lacs), have been stayed in the courts U/S 22 of Sick Industrial Companies (Special Provisions) Act, 1985 or under Section 10 of Code of Civil Procedure Act. Your Directors are confident that no liability will arise on the Company on this account. Accordingly, no provision for the same has been made in the books of accounts.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Shri S S Virdi and Shri H K Singhal,

Directors, retire by rotation and being eligible offer themselves for re-appointment.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control implemented by the Management and effective monitoring thereof and compliance with all applicable laws.

The Company, on regular basis, stores and maintains all relevant data and information as back up, to avoid any possible risk of losing important business data.

An independent Audit Committee of the Board reviews the adequacy of internal controls.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there was no employee drawing remuneration in excess of the prescribed amount, during the year under review

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is not having any manufacturing activity for an article covered by Schedule-1 of the IDR Act. Reference with BIFR is not applicable as the strength of the workers is less than 50 as required under the IDR Act for filing reference with BIFR.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and the loss forthat period. /

3. Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Banks and other associates.

For and on behalf of BOARD OF DIRECTORS

Place : Chandigarh H.K. SINGHAL SANJAYGARG.

Date :29th May 2012 Director Executive Director

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Mar 31, 2010

The Directors pleased to present the 33rd Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2010.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS 2009-10 2008-09

Operating and other Income 13.87 645.52

Gross Profit before Interest & depreciation (0.33) 406.53

Interest & other Financial Charges 0.79 0.05

Depreciation - -

Profit before tax for the year (1.12) 406.48

Fringe Benefit tax - 0.04

Profit after tax for the year (1.12) 406.37

Accumulated Losses brought forward from previous year 3058.99 3465.35

Balance Accumulated Losses carried forward to Balance Sheet 3060.12 3058.99

CORPORATE GOVERNANCE

A report on Corporate Governance forming part of the Directors Report and the certificate from the companys auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit (s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co. Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting. The Directors recommend their re-appointment, as Statutory Auditors, to hold the office as such till the conclusion of next Annual General Meeting.

INSURANCE

All the Properties of the Company are adequately insured.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the unit remained inoperative during the period under consideration. There were no foreign exchange earnings/ outgo during the period.

OPERATIONS

The Cold Rolling Mill Unit at Jitwal Kalan in Distt. Sangrur (Pb.) continued to be inoperative.

The company is exploring various possibilities and management techniques to improve Companys market presence and network in steel business or to have market tie-ups or to lease or sell or transfer or otherwise, to enter into Joint Venture with any prospective Collaborator(s)/ Company(ies) as the case may be, for the whole of the undertaking or their assets, in whole or in parts, of the said Unit, on such consideration and such other terms and conditions as may be considered beneficial and convenient to the Company.

With reference to the observations made by the Statutory Auditors, your Directors have to state that the company has filed suits for recovery against certain debtors, suppliers and others, who have also filed counter claims against the company. The claims against the company, which amount to Rs.380.20 lacs(Previous year Rs.386.00 lac), have been stayed in the courts U/S 22 of Sick Industrial Companies (Special Provisions) Act, 1985 or under Section 10 of Code of Civil Procedure Act. Your Directors are confident that no liability will arise on the company on this account. Accordingly, no provision for the same has been made in the books of accounts.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Sh. S. S. Virdi and Sh. H. K. Singhal, directors retire by rotation and being eligible offer themselves for re-appointment.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control implemented by the Management and effective monitoring thereof and compliance with all applicable laws.

The Company, on regular basis, stores and maintains all relevant data and information as back up, to avoid any possible risk of losing important business data.

A qualified and independent Audit Committee of the Board reviews the adequacy of internal controls.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there was no employee drawing remuneration in excess of the prescribed amount, during the year under review

MANAGEMENT DISCUSSION AND ANALYSIS

The Cold Rolling Unit at Village Jitwal Kalan, in Distt. Sangrur (Pb.) remained in-operative during the year.

The company is not having any manufacturing activity for an article covered by Schedule-1 of the IDR Act and not employing at least 50 workers as required under the Act for filing reference with BIFR.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and the Loss for that period.

3. Proper and sufficient care has been taken for maintenance of Accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Banks and other associates.

For and on behalf of BOARD OF DIRECTORS

Place : Chandigarh H.K. SINGHAL SANJAY GARG Date .31.05.2010 Director Executive Director