DIRECTORS' REPORT
Dear Members,
Your Directors are pleased to present the 28th Annual Report of your company on the operations and performance along with the Audited Financial Statements for the year ended on 31st March 2018.
FINANCIAL HIGHLIGHTS
|
|
Rs in Crores
|
Particulars
|
March 31, 2018
|
March 31, 2017
|
Total Revenues
|
564.16
|
349.88
|
Less: Total Expenditure
|
564.13
|
349.58
|
Profit / (Loss) before interest, depreciation, extraordinary item and tax
|
0.03
|
0.30
|
Less: Depreciation and Interest
|
13.77
|
28.07
|
Profit / (Loss) after depreciation and Interest but before extraordinary item and Tax.
|
(13.74)
|
(27.77)
|
Less: Extraordinary item
|
140.88
|
80.98
|
Profit after Extraordinary item but before tax
|
127.14
|
53.21
|
Less: Tax Expense / Deferred tax
|
85.04
|
10.14
|
Net Profit available for Appropriation
|
42.09
|
43.07
|
Balance to be carried forward
|
42.37
|
43.17
|
STATE OF COMPANY'S AFFAIRS / PERFORMANCE OVERVIEW
During the year under review Total revenue from Operations and from other operating income increased from Rs. 349.88 crores in the previous year to Rs 564.16 crores. Company has registered a profit of Rs. 42.09 crores in comparison to the profit of Rs. 43.07 crores during previous year.
During the year under review company entered into settlement agreement with Assets Reconstruction Company India Limited (ARCIL) and Invent Assets Securitisation & Reconstruction Pvt. Ltd (INVENT) for the dues assigned to them by various lenders. Company has been in constant touch with the lenders, banks and financial institutions for settlement of dues.
DIVIDEND
Due to high accumulated losses, your Directors have not recommended dividend for the financial year 2017-18. BUSINESS ACTIVITY
The company is engaged in manufacturing of wide range of Stainless Steel, alloy & Special steel, Carbon/Mild Steel and Armour Steel in Flat and Long products. There has been no change in the nature of business of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company is not having holding or subsidiary company during the year and no other company has become holding / subsidiary/joint venture. However, it has one associate company as per details as under:
Sr. No.
|
Name of the Company
|
CIN/GLN
|
Concern
|
% of shares held by Company
|
Applicable Section
|
1.
|
S.A.L. Steel Limited
|
L29199GJ2003PLC043148
|
Associate
|
35.61%
|
2(6)
|
The Consolidated Financial Statements of the Company and its Associate, viz., SAL Steel Ltd., has been prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors and form part of the Annual Report and are reflected in the Consolidated Accounts.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's associate in Form AOC-1 is attached to this report as Annexure- 1.
DEPOSIT
The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.
REGULATORY STATEMENT
In conformity with provision of regulation 34(2)(c) & 53(b) of SEBI (LODR), Regulations 2015, the Cash Flow Statement for the year ended 31.03.2018 is annexed hereto. The equity shares of the Company are Listed on the BSE Ltd. and the National Stock Exchange of India Ltd. (NSE).
The Company has paid Listing fees for the year 2018-19 to above stock exchanges.
DETAILS OF DIRECTORS OR KMPs APPOINTMENT OR RESIGNATION
During the year under review there is no other change in the Composition of the Board except re-appointment of Shri G.M. Shaikh as Independent Director. However, in the current year Shri Yashpal Mehta, Chief Financial Officer resigned from the post w.e.f. 30th June, 2017 and Shri Ashok A. Sharma appointed as Chief Financial Officer w.e.f. 5th August 2017. During the current financial year Shri Vinod Kumar Shah, Head - Legal cum Company Secretary & Compliance officer of the Company resigned from the post w.e.f. 10th April, 2018. The Board appreciates the valuable services rendered by them during their tenure. MEETINGS OF THE BOARD
The Board met five times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of the Company confirming that he/she meets with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. BOARD DIVERSITY
A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board's own performance, its committee & Individual directors. The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.
CORPORATE GOVERNANCE REPORT
The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite Certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report as Annexure - 2.
RISK MANAGEMENT POLICY
The Company had put in place an enterprise wide risk management framework. This holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving the stated objectives. The Audit committee ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in business activities. The Committee reviews strategic decisions of the Company on regular basis, reviews the Company's portfolio of risks and considers it against the Company's Risk Appetite.
VIGIL MECHANISM POLICY
The Company had implemented a vigil mechanism, where by employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistleblowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied access to the Chairman of Audit Committee. CORPORATE SOCIAL RESPONSIBILITY
Company has earned a profit in the year under review. However, the average net profit calculated as per section 197 of the Companies Act 2013 of last three preceding years is negative, therefore, provisions related to expenditure of atleast two percent of the average net profits in CSR activities is presently not applicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In Compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:
a) In the preparation of the annual accounts for the financial year ended 31st March 2018, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account of the Company for that period;
c) The Directors had 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;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection(3) of Section 178 of the Companies Act, 2013 is available on the Company's website at www.shahalloys.com.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT,2013
There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.
PARTICULARS OF THE EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure- 3. Further, particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable since there was no employee of the Company including Executive Directors was in receipt of remuneration in excess of the limits set out in the said rules.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013
During the financial year, all transactions entered into with the Related Parties as defined under Companies Act, 2013, were in the ordinary course of business on arm's length basis and as such did not attract provisions of Section 188 (1) of Companies Act, 2013. Company has formulated policy on related party transactions. Particulars of related party transactions pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached at Annexure - 4. Approvals from the Audit Committee are obtained even for transactions which are in ordinary course of business and repetitive in nature. Further, on quarterly basis, disclosures are made to the Audit Committee and to the Board in its meetings. Details of related party transactions are given in the notes to financial statements.
STATUTORY AUDITORS
Members at its 27th Annual General Meeting held on September 30, 2017 approved the appointment of M/s. Parikh & Majmudar, Chartered Accountants, as statutory auditors for a terms of five years as per provisions of the Companies Act, 2013.
Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under M/s. Ashish Bhavsar & Associates, Cost Accountants were appointed for auditing cost accounting records of the Company for the year ending 31st March, 2018. Board has further appointed M/s. Ashish Bhavsar & Associates, Cost Accountants as Cost Auditors for the year ending 31st March 2019 subject to approval of remuneration in the forthcoming Annual General Meeting.
Internal Auditor
The Company has appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the Audit Committee in order to strengthen the internal control system for the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s Kamlesh Shah & Co., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2018-19. The report submitted by the Secretarial Auditor in Form MR-3 for the financial year ended as on 31st March, 2018 is attached to this report as Annexure - 5.
BOARD'S RESPONSE ON the REMARKS MADE BY STATUTORY Auditors
The Directors submit their explanations to then various observations made by the Auditors in their report for the year 2017-18. Para nos.of Auditors' Report and reply are us under:
Basis for Qualified Opinion - Para 1 of Standalone and Consolidated Independent Auditor's Report
On account of maturity of foreign currency convertible Bonds (FCCB) on 22.09.2011, dues have been frozen. On 13.09.2010 the Company was declared as Sick Unit by Hon'ble BIFR u/s 3(1)(0) of SICA. It was taken a conscious decision that the principal amount be frozen on the date of maturity and no further exchange gain / loss and interest to be provided on FCCB. This Liability was frozen on the maturity.
Para 2 of Standalone and Consolidated Independent Auditor's Report
On account of non-payment of principle and interest to the Banks, debts were declared NPA by the Banks. Since Company wants to settle the dues amicably with the Banks, it did not provide for interest.
Para 3 of Standalone and Consolidated Independent Auditor's Report
It is expects that the impact of "Effective Interest Method" to the Finance Cost as per the Requirements of IND AS 109 on the financial Results will not be material enough and hence, the Management has not given effect of the same in the consolidated financial results.
Annexure A to Standalone Independent Auditors' Report - Para viii
As per the scheme sanctioned by CDR (EG), consortium bankers were required to give working capital for the optimal utilization of production capacity. However, in the absence of non availability of funds from the lenders, the accruals were not in line with the sanctioned scheme and hence Company could not utilize optimally its production capacity. In view of this, company was not able to make payments to banks/institutions and debenture holders as per the sanctioned scheme. However, before due date of repayment, Company had approached Hon'ble BIFR for declaring it as a Sick company under Section 3(1)(0) of the SICA and was declared so before the due date, i.e., September 2011. On account of sick status of the company, payments will be made as per the scheme as may be approved by the Hon'ble BIFR.
Almost of the banks assigned the debts to various Asset Reconstruction Companies (ARCs). Company has entered into Settlement Agreements with ARCs. Company has made proposal settlement with other banks, financial institution and ARCs. Company is actively negotiating with lenders and ARCs' for settlement of debts and expecting a settlement soon.
On account of maturity of Foreign Currency Convertible Bonds (FCCB) on 22.09.2011 dues have been frozen on maturity since company was declared Sick company by Hon'ble BIFR u/s 3(1)(o) of SICA. In view of the insufficient accruals of the Company the cash flow is not sufficient enough to pay to the FCCB holders. The company's operations are not profitable and market conditions of steel industries are very bad. All the steel industries in India at large is facing crisis due to dumping of material from China and Company is also not an exception to that.
Para 4 of Consolidated Independent Auditor's Report
It is expected that the loss of allowance if any as per Expected credit loss Method on the financial assets will not be material enough and hence, the Management has not given effect of the same in the consolidated financial results.
Para 5 of Consolidated Independent Auditor's Report
Associate Company Management has paid the capital advances in earlier years and the same stands to Rs. 9,12,32,064/- which are currently shown under long term loans and advances to the suppliers for the supply of customized equipments. However, the management of Associate Company is trying to recover such advances from the suppliers.
Para 6 of Consolidated Independent Auditor's Report
The management of Associate Company expects that the impact of "Effective Interest Method" to the Finance Cost as per the Requirements of IND AS 109 on the financial Results will not be material enough and hence, the Management has not given effect of the same in the consolidated financial results.
MATERIAL CHANGES / INFORMATION:
1. During the year under review your company has successfully entered into settlement agreement with the Assets Reconstruction Company India Limited and Invent Assets Securitisation & Reconstruction Pvt. Ltd for the dues assigned by various lenders. No other material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.
2. No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable rules made there under is annexed to this report at Annexure - 6.
APPRECIATION
Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions, Banks and ARCs during the year. Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. Directors would also like to acknowledge continued patronage extended by Company's shareholders in its entire endeavor.
|
For and on behalf of the Board
|
|
for Shah Alloys Limited
|
Date: 30th May 2018
|
Rajendra V. Shah
|
Place: Santej
|
Chairman
|
|
(DIN: 00020904)
|
ANNEXURE 1
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Crores Rs) Company does not have subsidiary company; therefore Part A is not applicable
Part "B": Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of associates/Joint Ventures
|
S.A.L. Steel Limited
|
1.
|
Latest audited Balance Sheet Date
|
March 31, 2018
|
2.
|
Shares of Associate/Joint Ventures held by the company on the year end
|
|
|
a) No. of Shares
|
30256989
|
|
b) Amount of Investment in Associates/Joint Venture (in Cr.)
|
21.82
|
|
c) Extend of Holding %
|
35.61
|
3.
|
Description of how there is significant influence
|
Based on Shareholding
|
4.
|
Reason why the associate/joint venture is not consolidated
|
Not Applicable
|
5.
|
Net worth attributable to shareholding as per latest audited Balance Sheet
|
(151.55)
|
6.
|
Profit/Loss for the year
|
|
i. Considered in Consolidation
|
35.89
|
ii. Not Considered in Consolidation
|
42.37
|
1. Names of associates or joint ventures which are yet to commence operations - None
2. Names of associates or joint ventures which have been liquidated or sold during the year - None
B. TECHNOLOGY ABSORPTION
(I) Research and Development (R & D)
|
Particulars
|
2017-18
|
2016-17
|
1.
|
Specific areas in which R&D carried out by the company.
|
Nil
|
Nil
|
2.
|
Benefits derived as a result of the above R&D
|
Nil
|
Nil
|
3.
|
Future plan of action:
|
|
|
|
a. Capital
|
Nil
|
Nil
|
|
b. Recurring
|
Nil
|
Nil
|
|
c. Total
|
Nil
|
Nil
|
|
d. Total R&D expenditure as a percentage of total turnover
|
Nil
|
Nil
|
(II) Technology absorption, adaptation:
|
|
Particulars
|
2017-18
|
2016-17
|
Company has not carried out research, development & innovation activities.
|
|
|
|
|
1. Efforts, in brief, made towards technology absorption, adaptation and innovation.
|
Nil
|
Nil
|
|
|
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.
|
Nil
|
Nil
|
|
|
3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:
|
Nil
|
Nil
|
|
|
a. Technology imported
|
|
|
|
|
b. Year of import
|
|
|
|
|
c. Has technology has been fully absorbed
|
|
|
|
|
d. If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.
|
|
|
c.
|
|
FOREIGN EXCHANGE EARNINGS AND OUTGO(Rs. in Crores)
|
|
|
|
Particulars
|
2017-18
|
2016-17
|
|
1)
|
EARNINGS & OUTGO
|
|
|
|
a. Foreign Exchange earnings
|
0.51
|
-
|
|
b. Foreign Exchange outgo
|
37.33
|
47.78
|
2) TOTAL FOREIGN EXCHANGE USED AND EARNED
|
|
As per notes on account
|
|
|
For and on behalf of the Board
|
|
for Shah Alloys Limited
|
Date : 30th May 2018
|
Rajendra V. Shah
|
Place : Santej
|
Chairman
|
|
(DIN: 00020904)
|
ANNEXURE 3 TO THE BOARD'S REPORT PARTICULARS OF THE EMPLOYEES
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
I. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:
|
Sr. No.
|
Name of director
|
Designation
|
Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the FY 2017-18
|
* % increase / (decrease) in remuneration in the FY 2017-18
|
|
a)
|
Shri K. S. Kamath
|
Jt. Managing Director
|
|
11:1
|
-
|
|
b)
|
Shri Ashok Sharma
|
Whole Time Director
|
|
10.29:1
|
-
|
|
c)
|
Shri Yashpal Mehta *
|
Chief Financial Officer
|
|
-
|
-
|
|
d)
|
Shri VInod Kumar Shah
|
Company Secretary
|
|
12.86:1
|
-
|
II.
|
The percentage increase in the median remuneration of employees in the financial year:
|
7%
|
|
III.
|
The number of permanent employees on the rolls of company:
|
600
|
|
IV.
|
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration;
|
During the year under review, the average annual increase was negligible
|
V.
|
Affirmation that the remuneration is as per the remuneration policy of the Company.
|
All remuneration of the Employees and directors are paid as per remuneration policy of the Company.
|
|
For and on behalf of the Board
|
|
for Shah Alloys Limited
|
Date : 30th May 2018
|
Rajendra V. Shah
|
Place : Santej
|
Chairman
|
|
(DIN: 00020904)
|
`ANNEXURE 4
FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1 Details of contracts or arrangements or transactions not at Arm's length basis.
|
|
Name (s) of the related party
|
Nature of transaction
|
Duration of the transaction
|
Salient terms of the transaction
|
Justification for transactions'
|
Date of approval by the Board
|
Amount paid as advances
|
Date of special resolution
|
1.
|
NIL
|
NIL
|
NIL
|
NIL
|
NIL
|
NIL
|
NIL
|
NIL
|
2 Details of material contracts or arrangement or transactions at arm's length basis
|
|
Name (s) of the related party
|
Nature of relationship
|
Nature of transaction
|
Duration of the transaction
|
Transactions value in Rs.
|
Date of approval by the Board
|
Amount paid as advances
|
1
|
S.A.L Steel Ltd.
|
Associate
|
Purchase of Power
|
April 2017-March 2018
|
39,32,73,500
|
Since these RPTs are in the ordinary course of business and are at arms length basis, approval of the Board is not applicable. However, these are reported to the Audit Committee / Board at their quarterly meetings.
|
N.A.
|
|
|
Purchase of material
|
|
1,71,68,89,797
|
|
|
Sale of material
|
|
51,76,32,021
|
|
For and on behalf of the Board
|
|
for Shah Alloys Limited
|
Date : 30th May 2018
|
Rajendra V. Shah
|
Place : Santej
|
Chairman
|
|
(DIN: 00020904)
|
ANNEXURE 5
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
For the Financial Year ended 31st March, 2018 To,
The Members, SHAH ALLOYS LIMITED CIN: L27100GJ1990PLC014698
I/we have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices followed by SHAH ALLOYS LIMITED (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and on that basis; we are expressing our opinion thereon.
Based on my/our verification of the records of SHAH ALLOYS LIMITED, 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, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliances mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I/We have examined the books, papers, minute books, forms and returns filed and record maintained by SHAH ALLOYS LIMITED (CIN: L27100GJ1990PLC014698) for the financial year ended on 31.03.2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulations) Act,1956 ('SCRA') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act,1999 and the rules and regulation made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings:(NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(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 Takeover) Regulations, 2011; (COMPLIED WITH ANNUAL DISCLOSURE OF SHAREHOLDING AS PER REGULATION NO. 30 OF THE REGULATIONS)
(b) The Securities and Exchange Board of India (Prohibition of Insider Training) Regulations,1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (NO ESOS OR ESOPS WERE ISSUED DURING THE YEAR UNDER REVIEW)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.
(g) The Securities and Exchange Board of India(Delisting of Equity Shares) Regulations, 2009; NOT APPLICABLE FOR THE YEAR
(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998; (NOT APPLICABLE FOR THE YEAR UNDER REVIEW)
(vi) As stated in the Annexure - A - all the laws, rules, regulations are applicable specifically to the company.
(vii) No Other Observations regarding other major corporate events occurred during the year and various compliances made by the Company with applicable Laws, Rules, Regulations, Listing Agreements etc. I/We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India and applicable w.e.f 1st day of July 2015 are adopted by the Company by passing requisite Board Resolutions and are complied with. (ii) The Listing Agreements entered into by the Company with BSE Limited.
During the period under review the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I/We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non -Executives Directors, Independent Directors and Woman Director.
There were no changes in the composition of the Board of Directors during the year.
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 clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.
I/We 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 compliances with applicable laws, rules, regulations and guidelines.
I/We further report that during the audit period the company has not made any
(I) Public/ Right/Preferential issue of shares/ debentures/sweat equity, etc.
(II) Redemption/ buy-back of securities
(III) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013
(IV) Foreign technical collaborations
|
FOR KAMLESH M. SHAH & CO.,
|
|
PRACTICING COMPANY SECRETARIES
|
|
(Kamlesh M. Shah)
|
Place : Ahmedabad
|
PROPREITOR
|
Date : 30th May, 2018
|
ACS: 8356, COP: 2072
|
ANNEXURE-A
Securities Laws
1. All Price Sensitive Information was informed to the stock exchanges form time to time
2. All investors complain directly received by the RTA & Company is recorded on the same date of receipts and all are resolved within reasonable time.
Labour Laws
1. All the premises and establishments have been registered with the appropriate authorities.
2. The Company has not employed any child labour/ Bonded labour in any of its establishments.
3. Provisions with relate to compliances of PF / Gratuity Act are applicable to Company.
4. The Company is regular in filing return of PF dues.
5. The Company is making payment of Gratuity to their Employees regularly when they become due and payable except dues which are under dispute.
6. The Company has framed a policy on prevention of Sexual Harassment of Women Employee at work place and also all preventive measure has been taken by the Company. Since women employed by Company are less than 10 in number, Company had not formed any committee. However, as per provisions any aggrieved women can approach "Local Complaints Committee" formed at every District level pursuant to section 6 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Environmental Laws
1. As the company is not discharging the contaminated water at the public drains / rivers.
2. The company has been disposing the hazardous waste as per applicable rules. Taxation Laws
1. The company follows provisions of the taxation and Income Tax Act, 1961 and filing the returns with Income tax department and all other necessary departments, however, in few instances company has filed the returns with the authorities with delay payment charges / interest.
2. The company normally making payment of TDS, GST and other statutory payment with appropriate Authorities well in time except few instances with delay payment charges / interest.
|
FOR KAMLESH M. SHAH & CO.,
|
|
PRACTICING COMPANY SECRETARIES
|
|
(Kamlesh M. Shah)
|
Place : Ahmedabad
|
PROPREITOR
|
Date : 30th May, 2018
|
ACS: 8356, COP: 2072
|
1) ANNEXURE 6
Form No. Mgt-9 Extract of Annual Return as on 31/03/2018 [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:
1)
|
CIN
|
L27100GJ1990PLC014698
|
2)
|
Registration date
|
23/11/1990
|
3)
|
Name of the company
|
SHAH ALLOYS LIMITED
|
4)
|
Category/ sub-category of the company
|
Company limited by shares / Indian Non Government Company
|
5)
|
Address of the registered office and contact details:
|
5/1 Shreeji House, 5™ Floor, B/h M J Library Ashram Road, Ahmedabad-380006 Gujarat
|
6)
|
Whether listed company
|
YES
|
7)
|
Name, address and contact details of registrar and Transfer Agent, if any
|
BIGSHARE SERVICES PVT. LTD. Bharat Tin Works Building, 1st Floor, Opp. Vasant Oasis, Makwana Road, Marol, Andheri - East, Mumbai - 400059, Maharashtra. Board No.: 022 6263 8200 E-mail: info@bigshareonline.com Website: www.bigshareonline.com
|
2) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sr. No.
|
Name and description of main products/ services
|
NIC Code of the Product / Service
|
% of total turnover of the Company
|
1
|
M. S. Plate, Coils, Bilets, S. S. Plate, Flat and Sheet
|
24103
|
100%
|
3) PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
Sr. No.
|
Name and Address of the Company
|
CIN / GLN
|
Concern
|
% of shares held
|
Applicable Section
|
1.
|
S.A.L. Steel Limited
|
L27100GJ1990PLC014698
|
Associate
|
35.61%
|
2(6)
|
ii) Shareholding of promoters
Category of Shareholders
|
Shareholding at the beginning of the year
|
Shareholding at the end of the year
|
% change in shares holding during the year
|
|
No. of Shares
|
% of total shares of the Company
|
% of shares pledged/ encumbered to total shares
|
No. of Shares
|
% of total shares of the Company
|
% of shares pledged/ encumbered to total shares
|
Rajendrabhai V. Shah
|
7912404
|
39.97
|
7912404
|
7912404
|
39.97
|
7912404
|
NIL
|
Rajendrabhai V. Shah Huf
|
1531960
|
7.74
|
1531960
|
1531960
|
7.74
|
1531960
|
NIL
|
Ragini R Shah
|
1146006
|
5.79
|
1146006
|
1146006
|
5.79
|
1146006
|
NIL
|
Prakash V Shah
|
47000
|
0.24
|
0
|
0
|
0
|
0
|
100
|
Jayesh V Shah
|
29936
|
0.15
|
0
|
28681
|
0.14
|
0
|
4.19
|
Karan R. Shah
|
40000
|
0.20
|
0
|
0
|
0
|
0
|
100
|
Ashvin V Shah
|
21940
|
0.11
|
0
|
21940
|
0.11
|
20000
|
NIL
|
Total
|
10729246
|
54.19
|
10590370
|
10640991
|
53.75
|
10610370
|
0.44
|
iii) Change In Promoter's Shareholding (Please specify, if there is no change)
Name of promoter
|
Shareholding at the beginning of the year
|
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/ bonus / sweat equity etc)
|
Shareholding at the end of the year
|
|
No. of share
|
% of total shares of the company
|
No. of share
|
% of total shares of the company
|
|
Date
|
Increase / Decrease
|
No. Of Shares
|
Reason
|
Rajendrabhai V. Shah
|
7912404
|
39.97
|
07.03.2018
|
Increase
|
92536
|
Transfer
|
7912404
|
39.97
|
|
|
|
08.03.2018
|
Increase
|
11209
|
Transfer
|
|
|
|
|
|
09.03.2018
|
Increase
|
1255
|
Transfer
|
|
|
|
|
|
12.03.2018
|
Increase
|
40000
|
Inter-se Transfer
|
|
|
|
|
|
12.03.2018
|
Decrease
|
40000
|
Transfer
|
|
|
|
|
|
13.03.2018
|
Decrease
|
105000
|
Transfer
|
|
|
Rajendrabhai V. Shah -HUF
|
1531960
|
7.74
|
No change
|
|
|
|
1531960
|
7.74
|
Ragini R Shah
|
1146006
|
5.79
|
No change
|
|
|
|
1146006
|
5.79
|
Prakash V. Shah
|
47000
|
0.24
|
06.11.2017
|
Decrease
|
47000
|
Inter-se transfer
|
0
|
0
|
Karan R Shah
|
40000
|
0.20
|
12.03.2018
|
Decrease
|
40000
|
Inter-se transfer
|
0
|
0
|
Jayesh V. Shah
|
29936
|
0.15
|
09.03.2018
|
Decrease
|
1255
|
Inter-se transfer
|
28681
|
0.15
|
Ashvin V. Shah
|
21940
|
0.11
|
No change
|
|
|
|
21940
|
0.11
|
TOTAL
|
10729246
|
54.19
|
|
|
|
|
10640991
|
53.75
|
iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs)
Sr. No.
|
NAME OF SHAREHOLDERS
|
Shareholding at the beginning of the year
|
Cumulative Shareholding during the year
|
|
No. of Shares
|
% of total shares of the company
|
No. of Shares
|
% of total shares of the company
|
1
|
Gujarat NRE Coke Ltd.
|
969769
|
4.90
|
969769
|
4.90
|
2
|
Satellite Mercantiles Pvt Ltd.
|
901361
|
4.55
|
901361
|
4.55
|
3
|
Jaideep Narendra Sampat
|
0
|
0
|
368810
|
1.86
|
4
|
Anand Mohan
|
0
|
0
|
308800
|
1.56
|
5
|
Sheela Lalit Mehta
|
0
|
0
|
200000
|
1.01
|
6
|
Ambition Merchants Private Limited
|
359774
|
1.82
|
177021
|
0.89
|
7
|
Asset Reconstruction Company (India) Ltd.
|
0
|
0
|
145000
|
0.73
|
8
|
Manish Shah
|
0
|
0
|
122751
|
0.62
|
9
|
JM Financial Services Limited
|
3520
|
0
|
118829
|
0.60
|
10
|
Ramaswamy Anand
|
0
|
0
|
110000
|
0.56
|
|
TOTAL
|
2234424
|
11.27
|
3422341
|
17.28
|
5) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Rajendra V. Shah Chairman of the Company holds 7912404 equity shares in the Company in addition to 1531960 shares as Karta of HUF and no other Director or Key Managerial personnel have any shareholding in the company.
6) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
|
Secured Loans excluding deposits
|
Unsecured Loans
|
Deposits
|
Total Indebtedness
|
Indebtedness at the beginning of the financial year
|
|
|
|
|
i) Principal Amount
|
517,53,19,370
|
48,82,05,000
|
-
|
566,35,24,370
|
ii) Interest due but not paid
|
183,80,25,349
|
23,55,83,323
|
|
207,36,08,672
|
iii) Interest accrued but not due
|
|
|
|
|
|
|
|
|
|
Total (i ii iii)
|
701,33,44,719
|
72,37,88,323
|
-
|
773,71,33,042
|
Change in Indebtedness during the financial year
|
|
|
|
|
i) Principal Amount
|
(152,45,38,024)
|
-
|
-
|
(152,45,38,024)
|
ii) Interest due but not paid
|
(76,94,63,023)
|
-
|
-
|
(76,94,63,023)
|
iii) Interest accrued but not due
|
-
|
-
|
-
|
-
|
Indebtedness at the end of the financial year
|
|
|
|
|
i) Principal Amount
|
365,07,81,346
|
48,82,05,000
|
-
|
413,89,86,346
|
ii) Interest due but not paid
|
106,85,62,326
|
23,55,83,323
|
|
130,41,45,649
|
iii) Interest accrued but not due
|
|
|
|
|
|
|
|
|
|
Total (i ii iii)
|
471,93,43,672
|
72,37,88,323
|
-
|
544,31,31,995
|
7) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SI. No.
|
Particulars of Remuneration
|
Name of MD/WTD/ Manager
|
Total Amount
|
1.
|
SALARY
|
Shri Ashok Sharma
|
12,00,000
|
|
|
Shri K.S. Kamath
|
12,92,400
|
2.
|
Stock Option
|
NIL
|
-
|
3.
|
Sweat Equity
|
NIL
|
-
|
4.
|
Commission
|
|
|
|
- as % of profit
|
|
|
|
- others, specify...
|
NIL
|
-
|
5.
|
Others, please specify
|
NIL
|
-
|
|
Total (A)
|
NIL
|
-
|
|
Ceiling as per the Act
|
Within the Ceiling of Section II of Part II of Schedule V of the Companies Act, 2013
|
b. Remuneration to other Directors
Particulars of remuneration
|
Name of Directors
|
Total Amount
|
Independent Directors
|
Shri Dilip Kumar Sinha
|
Shri G.M. Shaikh
|
Shri Tejpal S. Shah
|
Shri Harshad M. Shah
|
Smt. Shefali M. Patel
|
|
Fee for attending Board / committee meeting
|
30,000
|
75,000
|
75,000
|
37,500
|
37,500
|
2,55,000
|
Commission
|
-
|
-
|
-
|
-
|
-
|
-
|
Others
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
30,000
|
75,000
|
75,000
|
37,500
|
37,500
|
2,55,000
|
c. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
SI. No.
|
Particulars of Remuneration
|
Key Managerial Personnel
|
Company Secretary
|
CFO
|
Total
|
|
|
Shri Vinod Kumar Shah
|
Shri Yashpal Mehta
|
|
1
|
Gross salary
|
15,00,000
|
2,43,960*
|
|
2
|
Stock Option
|
-
|
-
|
N.A.
|
3
|
Sweat Equity
|
-
|
-
|
N.A.
|
4
|
Commission
|
-
|
-
|
N.A.
|
|
- as % of profit
|
-
|
-
|
N.A.
|
|
Others specify...
|
-
|
-
|
N.A.
|
5
|
Others, please specify
|
-
|
-
|
N.A.
|
|
Total
|
15,00,000
|
2,43,960
|
17,43,960
|
*upto 30.06.2017 d. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
|
Section of the Companies Act
|
Brief Description
|
Details of Penalty / Punishment/ Compounding fees imposed
|
Authority [RD/NCLT / Court]
|
Appeal made,if any (give details)
|
A. COMPANY
|
|
|
|
|
|
Penalty
|
No
|
No
|
No
|
No
|
No
|
Punishment
|
No
|
No
|
No
|
No
|
No
|
Compounding
|
No
|
No
|
No
|
No
|
No
|
B. DIRECTORS
|
|
|
|
|
|
Penalty
|
No
|
No
|
No
|
No
|
No
|
Punishment
|
No
|
No
|
No
|
No
|
No
|
Compounding
|
No
|
No
|
No
|
No
|
No
|
C. Other Officers In Default
|
|
|
|
|
|
Penalty
|
No
|
No
|
No
|
No
|
No
|
Punishment
|
No
|
No
|
No
|
No
|
No
|
Compounding
|
No
|
No
|
No
|
No
|
No
|
|