| The Directors take pleasure in presenting the 25th Annual Report on
the business and operations of your Company along with Audited
Standalone and Consolidated Financial Statements and Auditors' Report
thereon for the financial year ended on March 31, 2015.
The summarized financial results and state of Company's affairs for the
year ended on March 31, 2015 are as under:
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
STANDALONE CONSOLIDATED
PARTICULARS Financial Financial Financial Financial
Year Year Year Year
ended ended ended ended
31.03.2015 31.03.2014 31.03.2015 31.03.2014
Total Turnover
& Other Receipts 8260.83 11997.84 8264.13 12005.60
Profit before
Interest, Depre
ciation and Tax 643.68 683.24 643.72 684.60
Less : Interest 340.01 418.90 340.01 418.91
Less : Depreciation
for the year 64.99 84.86 64.99 84.86
Profit before Tax 238.68 179.48 238.72 180.83
Less : Provision
for Income Tax 47.77 65.24 47.78 65.66
Less : Net Deferred
Tax Liability 0.63 (7.21) 0.63 (7.21)
Net Profit after Tax 190.28 121.45 190.31 122.38
Add : Balance in
Profit & Loss Account 994.35 882.90 995.35 882.97
Add : Depreciation
adjustment as per
Sch-II of Companies
Act, 2013 10.30 -- 10.30 --
Amount available
for appropriation 1194.93 1004.35 1195.96 1005.35
Transferred to
General Reserve 10.00 10.00 10.00 10.00
Balance transferred
to Balance Sheet 1184.93 994.35 1185.96 995.35
Earnings Per Share
(Basic & Diluted) 2.11 1.35 2.11 1.36
REVIEW OF OPERATIONS
On a Consolidated basis the Revenue for the current financial year
stood at Rs.8264.13 Lacs as compared to Rs.12005.60 Lacs in the
previous year and Profit after Tax stood at Rs.190.31 Lacs during the
current financial year as compared to Rs.122.38 Lacs in the previous
year.
On a Standalone basis the Revenue for the current financial year stood
at Rs.8260.83 Lacs as compared to Rs.11997.84 Lacs in the previous year
and Profit after Tax stood at Rs.190.28 Lacs during the current
financial year as compared to Rs.121.45 Lacs in the previous year.
There is no change in the nature of business of the Company and in the
nature of business of its Subsidiary Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year
and the date of the report.
DIVIDEND
The Directors of your Company do not recommend any dividend for the
financial year 2014-15 as it is decided to plough back the profit and
utilize it for the enhancement of the business.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10.00 Lacs to General Reserve out
of the amount available for appropriation and an amount of Rs.1184.93
Lacs has been transferred from the Profit and Loss account to the
Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 forms part of the Notes to the Financial Statements
provided in this Annual Report.
DEPOSITS
We have not accepted any deposits and as such, no amount of principal
or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of Executive and Non Executive Directors, including
Independent Directors who are having wide and varied experience in
different disciplines of corporate functioning. The Directors of the
Company are :
1. Shri Suresh Goel - Chairman 2. Shri Anand Goel - Managing Director
3. Shri Narendra Goel - Director 4. Shri Vikash Kumar Khedia -
Independent Director
5. Shri Dinesh Kumar Aggarwal - Independent Director 6. Smt. Prerna
Singhal - Additional Director
Shri Suresh Goel, Shri Anand Goel and Shri Narendra Goel are real
brothers in relationship and sons of Late
Shri Hariram Goel. Rest all the Directors are unrelated to each other.
In accordance with the provisions of Section 152 of the Companies Act,
2013, Shri Narendra Goel, Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013 and Rules made there under, Shri Vikash Kumar
Khedia and Shri Dinesh Kumar Aggarwal have been appointed as
Independent Directors at the 24th Annual General Meeting held on
September 23, 2014, for a term of five years with effect from September
23, 2014 upto September 22, 2019. None of the Independent Directors
shall retire by rotation in the ensuing Annual General Meeting.
Pursuant to Section 161 and other applicable provisions of the
Companies Act, 2013 and Rules made there under and on the
recommendation of Nomination and Remuneration Committee, Smt. Prerna
Singhal has been appointed as an Additional Director (Woman) on the
Board of the Company as on March 24, 2015 up to the date of ensuing
annual general meeting of the Company. The Board seeks approval of
Members for the regularization of Directorship of Smt. Prerna Singhal
as an Independent (Woman) Director on the Board of the Company.
Pursuant to Section 203 and other applicable provisions of the
Companies Act, 2013 and Rules made there under Shri Archit Goel has
been appointed as Chief Financial Officer of the Company w.e.f.
September 08, 2014.
The Company has received declarations from all the Independent
Directors of the Company, including Smt. Prerna Singhal, confirming
that they meet with the criteria of independence as prescribed both
under Sub- Section (6) of Section 149 of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the Stock Exchange.
It is with deep grief to inform you about the sad demise of Late Mr.
Raj Kumar Yadava in the month of January 2015. Mr. Yadava was
associated with the Company since September 28, 2010 as an Independent
Director on the Board. Mr. Yadava with his skills, experience and
dedication towards his work, served the Company in his best possible
endeavor. His candid observance, recommendation and foresightedness
always helped the Company to come out of onerous and unfavorable
situations.
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the accounting
standards as prescribed under Section 133 of the Companies Act, 2013
('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act (to the extent notified). There are no
material departures in the adoption of the prescribed accounting
standards.
Pursuant to the requirement under Section 134(3)(c) and Section 134 (5)
of the Companies Act, 2013, with respect to Directors Responsibility
Statement, the Directors confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed. There are no material departures in the
adoption of prescribed accounting standards;
ii. 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 of the Profit of
the Company for that period;
iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. they have prepared the annual accounts on a going concern basis;
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 systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 (Ten) times during the financial year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between any two meetings was
not more than 120 days.
COMMITTEES OF THE BOARD
The Board has 4 (Four) Committees - the Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Risk
Management Committee. All committees consist of majority of Independent
Directors. The Composition and terms of reference, details of meetings
and other matters has been mentioned in the Corporate Governance Report
of this Annual Report.
SUBSIDIARY COMPANY
Our Company has only one subsidiary company and there is no associate
or joint venture company. M/s. Popular Mercantile Private Limited is
the Wholly Owned Subsidiary of the Company. There has been no material
change in the nature of the business of the Subsidiary Company.
During the year, the Board of Directors ('the Board') reviewed the
affairs of the Subsidiary. In accordance with Section 129(3) of the
Companies Act, 2013 and as required under Clause 32 of Listing
Agreement entered into with BSE, a consolidated financial statement of
the Company and its subsidiary is attached. The consolidated financial
statement has been prepared in accordance with the applicable
accounting standards.
A statement containing salient features of financial statements of the
Company's Subsidiary and its performance for the financial year ended
March 31, 2015 in the prescribed format AOC-1 is appended as Annexure-1
to the Boards' Report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including consolidated financial statements and
related information of the Company and audited accounts of the
Subsidiary Popular Mercantile Pvt. Ltd. are available on our website
www.sbal.co.in. These documents will also be available for inspection
during business hours at our registered office in Raipur.
The company has formulated a policy for determining 'material'
subsidiaries and the policy is available on the Website of the Company
and can be accessed through the following link -
http://www.goeltmt.com/sbal_policies.html
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is appended as Annexure-2 to the Boards' Report.
The Company has adopted a policy on Materiality of Related Party
Transactions and on Dealing with Related Party Transactions and has
adopted a firm procedure for approval of the same. The text of the
Policy is available at the website of the Company on the following link
- http://www.goeltmt.com/sbal_policies.html
HUMAN RESOURCES
The Company places emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of
corporate objectives. Your Company integrates industrial and
organizational capabilities in a seamless manner through empowerment
and by offering a challenging workplace, aimed towards realization of
organizational goals. Your Company draws its strength from a highly
engaged and motivated workforce whose collective passion and commitment
has helped the organization reach new heights.
DISCLOSURE UNDER SEXUAL HARRASMENT ACT
There were no cases which required to be filed with the District
Officer by the Internal Complaints Committee under this Act.
PARTICULARS OF EMPLOYEES
During the period under review, no employee employed throughout the
period or part of the period was in receipt of remuneration in excess
of the limits prescribed under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is appended as Annexure-3 to the
Boards' Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence on the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 6 (six) members, whom are Executive
Directors, Non Executive Directors, and Independent Directors. The
Board periodically evaluates the need for change in its composition and
size.
The policy of the Company on Director's appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director, remuneration and other matters provided
under Sub-section (3) of Section 178 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, adopted by the Board, is available
at the website of the Company at the following link -
http://www.goeltmt.com/sbal_policies.html. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
Directors. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the Director being evaluated.
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate Governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the Nomination and Remuneration Committee.
None of the Independent Directors are due for re-appointment.
TRAINING TO INDEPENDENT DIRECTORS
Every new Independent Director of the Company attends an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive Directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
organization structure, finance, human resources, technology, quality,
facilities and risk management.
CORPORATE GOVERNANCE REPORT
Your Company is committed in regularly maintaining the standards of
Corporate Governance and adheres to the stipulations prescribed under
Clause 49 of the Listing Agreement with BSE. A Report on Corporate
Governance & Shareholder Information together with the Auditors
Certificate thereon is annexed as part of this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of Clause 49 of the Listing Agreement, the Management's
Discussion and Analysis Report is annexed as part of this Annual
Report.
RISK MANAGEMENT
The Company has developed and implemented a risk management framework
that includes identification of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the Company. During
the year, your Company has set up a new Risk Management Committee in
accordance with the requirements of Listing Agreement to monitor the
risks and their mitigating actions. During the year there are no
elements of risk found which in the opinion of the Board may threaten
the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on Conservation of Energy, efforts made towards Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed under Sub-section (3)(m) of Section 134 of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014, are enclosed as
Annexure-4 to the Board's report.
AUDITORS
At the Annual General Meeting held on September 23, 2014, M/s. R.K.
Singhania & Associates, Chartered Accountants, Raipur were appointed as
statutory auditors of the Company to hold office till the conclusion of
the 27th Annual General Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
R.K. Singhania & Associates, Chartered Accountants, Raipur as statutory
auditors of the Company, is placed for ratification by the
shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if they are reappointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
AUDITOR'S REPORT
A copy of the Auditor's Report for the year ended on March 31, 2015
along with the Standalone and Consolidated financial statements thereon
forms part of the Annual Report. The Notes on Financial Statements
referred to in the Auditor's Report are self-explanatory and do not
call for any further comments and there are no qualification remarks
made by the Auditors in their report, hence no explanation is required
in this regard.
SECRETARIAL AUDITOR
M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries,
Raipur was appointed to conduct the secretarial audit of the Company
for the financial year 2014-15, as required under Section 204 of the
Companies Act, 2013 and Rules made there under. The Secretarial Audit
Report for financial year 2014-15 forms part of the Annual Report as
Annexure-5 to the Boards' report and there are no qualification remarks
made by the Secretarial Auditors in their report, hence no explanation
is required in this regard.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in the prescribed format is appended as
Annexure- 6 to the Board's Report.
VIGIL MECHANISM
The Company has adopted the whistle blower/ vigil mechanism for
Directors and Employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company's Code of
Conduct and Ethics. The Whistle blower Policy/ Policy on Vigil
Mechanism is available on the website of the Company at the following
link- http://www.goeltmt.com/sbal_policies.html.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 and Rules made
there under relating to Corporate Social Responsibility are not
applicable to the Company.
VOTING BY ELECTRONIC MEANS
The Company is providing e-voting facility to all Members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014. The instructions for e-voting are provided in the Notice.
CEO & CFO CERTIFICATION
The Certificate from the Managing Director and Chief Financial Officer
pursuant to Clause 49(V) of the Listing Agreement was tabled at the
Board Meeting dated May 26, 2015 and duly signed by the Managing
Director and Chief Financial Officer also forms part of the Annual
Report.
ACKNOWLEDGEMENTS
Your Directors accord their undying gratitude for the assistance,
support and guidance provided by Banks, Customers, Suppliers,
Regulatory & Government Authorities, Business Associates and all other
Stakeholders. Your Directors also appreciate and value the
contribution and commitment of every employee towards your Company's
performance, growth and sustainability. Your Directors look forward to
your continuing and valuable support.
FOR AND ON BEHALF OF THE BOARD
Sd/-
SURESH GOEL
(CHAIRMAN)
DIN: 00115834
RAIPUR, 26/05/2015
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