Dear Shareholders,
Your Directors have pleasure in presenting the 33 Annual Report of the Company together
with the Audited Financial Statements for the Financial Year ended on March 31, 2017.
The Accounting year of the Company in previous year has been changed from July June to
April-March in line with the provision of the Companies Act, 2013, which prescribe a
uniform financial year. Accordingly, last year's Annual Accounts and Report of the Company
are for a period of nine months from July 1, 2015 to March 31, 2016. These figures,
therefore, are not comparable with current year ended on March 31, 2017 of twelve months.
FINANCIAL RESULTS FOR THE YEAR ENDED ON MARCH 31, 2017
(Amount in Rs. )
Particulars |
Financial Year Ended on March 31, 2017 |
9 Months Ended on March 31, 2016 |
Total Revenue |
1,614,474 |
2,366,606 |
Total Expenses |
2,107,238 |
3,644,896 |
Interest |
- |
- |
Profit / (Loss) before exceptional and Extraordinary Items and Tax |
(492,764) |
(1,278,290) |
Tax Expense |
- |
- |
Profit / (Loss) for the year from Continuing Operations |
(492,764) |
(1,278,290) |
Balance Carried to Balance Sheet |
(492,764) |
(1,278,290) |
OPERATIONS
The total income of the Company in the current year has been Rs. 1,614,474/- and in the
previous year it was Rs. 2,366,606. Your Company has incurred loss of Rs. 492,764/- in the
current year and in the previous year it was Rs. 1,278,290/-.
DIVIDEND AND TRANSFER TO RESERVE
In view of the loss for the year ended on March 31, 2017, no amount is proposed to be
transferred to the reserve(s) and your Directors have not recommended payment of any
dividend for the year under review.
SHARE CAPITAL
During the aforesaid period, there was no change in the paid up Equity Share Capital in
the Financial Year ended on March 31, 2017.
MEETINGS OF THE BOARD
Seven (7) Board Meetings were held during the financial year ended on March 31, 2017.
The details of the Board Meetings with regard to their dates and attendance of each of the
Directors thereat have been provided in the Corporate Governance Report.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has constituted following committees of Directors to deal with matters and
monitor the activities falling within the respective terms of reference:- Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee
Corporate Social Responsibility Committee
The details of the membership, terms of reference and attendance at the meetings of the
above Committees of the Board are provided in the Corporate Governance Report forming a
part of this Annual Report. There has been no instance where the Board has not accepted
the recommendations of the Audit Committee.
DIRECTORS
Directors Retiring By Rotation
Pursuant to the provisions of the Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajnikant Sandesara, (DIN: 01671907),
Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
Appointment of Independent Director
The Board of Director has, on the Recommendation of the Nomination & Remuneration
committee appointed Mr. Neeraj Sharma as Independent Director on August 30, 2016, pursuant
to Companies Act, 2013 and his appointments as Independent Directors of the company for
term of five years was approved in the Shareholder annual General Meeting held on
September 28, 2016.
Resignation
Mr. Tirthesh Thakkar, (DIN: 01247869) and Mr. Sanjay Chohan, (DIN: 03249844) Director's
stepped down from the Board with effect from August 30, 2016
DECLARATION OF INDEPENDENCE BY DIRECTOR
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with
respect to statement on declaration given by Independent Directors under Section 149(6) of
the Companies Act, 2013, the Board hereby confirm that all the Independent Directors of
the Company have given a declaration and have confirmed that they meet the criteria of
independence as provided in the said Section 149(6) read with Regulation 16 of Securities
and Exchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary, Joint Venture and associate Company for the
year ended on March 31, 2017. The Board has approved a policy for determining material
subsidiaries and same is uploaded on the website of the company. The web link for the same
is as under; www.ensasteel.com/Pages/policy.aspx
DEPOSITS
During the year ended on March 31, 2017 your Company has not accepted any fixed
deposits from the public falling under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2017, there were no
deposits which remained unpaid or unclaimed and due for repayment.
STATUTORY AUDITORS
As per the provisions of the Act, the period of office of M/s. H. S. Hathi & Co.,
Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the
ensuing Annual General Meeting.
It is proposed to appoint M/s. Mukesh & Associates, Chartered Accountants, as
Auditors of the Company, for a term of 5(Five) consecutive years. M/s. Mukesh &
Associates, Chartered Accountants, have confirmed their eligibility and qualification
required under the Act for holding the office, as Statutory Auditors of the Company.
AUDITORS' REPORT AND NOTES TO FINANCIAL STATEMENTS
The observations and comments given by Auditors in their report read together with
notes to Accounts are self- explanatory and hence do not call for any further comments
under Section 134 of the Act. The Auditors' Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL AUDITOR
A Secretarial Audit was conducted during the year ended on March 31, 2017 by the
Secretarial Auditor M/s. S Bhattbhatt & Co, Company Secretaries in Practice. There are
observations made by the Secretarial Auditor in their Report. The Report of Secretarial
Audit in form of MR-3 for year ended on March 31, 2017 is attached as Annexure-V.
RELATED PARTY TRANSACTIONS
All contract(s) / arrangement(s) / transaction(s) entered into by your Company with its
related parties, during the year under review, were: In "ordinary course of
business" of the Company; On "an arm's length basis"; and Not
"material",
As per the provisions of Section 188(1) of the Act read with Companies (Meetings of
Board and its Powers) Rules, 2014. Accordingly, Form AOC-2, prescribed under the
provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules,
2014, for disclosure of details of Related Party Transactions, which are "not at
arm's length basis" and also, which are "material & at arm's length
basis", is not provided as an annexure of the Directors' Report.
Further, pursuant to the provisions of the Act and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has,
approved and adopted a Policy on Related Party Transactions. The said policy is available
on your Company's website viz. www.ensasteel.com/Pages/policy.aspx
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid by the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any loan or guarantee and does not have any investments as
prescribed under section 186 of the Companies Act, 2013 for the year ended on March 31,
2017.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year ended on March 31, 2017, there were no such orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal control procedures commensurate with its size and
nature of business. The business control procedures ensure efficient use and protection of
Company's resources and compliance with policies, procedures and statutory requirements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the year ended on March 31, 2017 to which the
financial statements relate and the date of this report.
NOMINATION AND REMUNERATION POLICY
The Company follows a policy on Nomination and Remuneration Committee of Directors and
Senior Management Employees. The Policy is approved by the Nomination and Remuneration
Committee. The Policy of the above is attached in Annexure-III.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is a company's sense of responsibility
towards the community and environment in which it operates. It is the continuing
commitment by business to behave ethically and contribute to economic development of the
society at large and building capacity for sustainable livelihoods. The Company believes
in conducting its business responsibly, fairly and in a most transparent manner. It
continually seeks ways to bring about an overall positive impact on the society and
environment where it operates and as a part of its social objectives.
This policy has been formally formulated and adopted in terms of Section 135 of the
Companies Act, 2013 and Rules framed there under to undertake CSR activities.
The responsibilities of the CSR Committee include:
1. Formulating and recommending to the Board of Directors the CSR Policy and indicating
activities to be undertaken.
2. Recommending the amount of expenditure for the CSR activities.
3. Monitoring CSR activities from time to time.
In view of the losses for the year under review, your Company was not required to spend
any amount towards the CSR activities, as per the applicable provisions of Section 135 of
the Companies Act, 2013. Accordingly, the details of the CSR activities during the year
under review are not provided in this Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual Directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent
Directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of non-executive Directors. The same was
discussed in the board meeting that followed the meeting of the independent Directors, at
which the performance of the board, its committees and individual Directors was also
discussed. Performance evaluation of independent Directors was done by the entire board,
excluding the independent director being evaluated.
CORPORATE GOVERNANCE
Corporate governance requirements under the Companies Act, 2013, and as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. A separate section on corporate governance along with the
certificate from the Statutory Auditor confirming the compliance, is in Annexure-IV.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis for the year under review, as stipulated under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Regulation 34(3) read with Schedule V of the Listing Regulations, is
presented in Annexure-I.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as Annexure-II.
PARTICULARS OF EMPLOYEES
No employee of the Company is covered under the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
applicable to the Company.
VIGIL MECHANISM
Your Company has a well-defined 'Whistle Blower Policy' and established Vigil Mechanism
to provide for adequate safeguard against victimisation of Directors and employees who
follow such mechanism and also make provisions for direct access to the chairperson of
Audit Committee in appropriate cases. Details of the Vigil Mechanism policy are made
available on the Company's website at www.ensasteel.com/Pages/policy.aspx.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All new Independent Directors (IDs) inducted into the Board are given an orientation.
Presentations are made by other Director and Senior Management giving an overview of the
Company's operations, to familiarize the new IDs with the Company's business operations.
The new IDs are given an orientation on our products, Board constitution and procedures,
matters reserved for the Board, and the Company's major risks and risk management
strategy. The Policy on the Company's Familiarization Programme for Independent Directors
can be accessed at www.ensasteel.com/Pages/policy.aspx.
INTERNAL CONTROL AND ITS ADEQUACY
The Company has adequate internal controls and processes in place with respect to its
financial statements which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. These controls and
processes are driven through various policies, procedures and certifications. The
processes and controls are reviewed periodically. The Company has a mechanism of testing
the controls at regular intervals for their design and operating effectiveness to
ascertain the reliability and authenticity of financial information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a Policy against Sexual Harassment at work place in line with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. No complaint received by the
Committee during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the
required information relating to conservation of energy, technology absorption is not
required to be given as Company does not have any manufacturing activities. There is no
foreign exchange earnings or outgo during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your
Directors hereby states that :
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures from the same;
b) The accounting policies have been selected and these have been applied consistently
and judgments and estimates made thereon are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company for the year ended on March 31, 2017
and of the loss of the Company for the aforesaid period;
c) Proper and sufficient care has been taken 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;
d) Annual accounts of the Company have been prepared on a 'going concern' basis;
e) Internal financial controls have been laid down and being followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws have
been devised.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the cooperation and
assistance received from shareholders, bankers, financial institutions, regulatory bodies
and other business constituents during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the commitment displayed by all
executives, officers and staff of the Company during the financial year.
|
For and on behalf of the Board of Directors |
|
Place: Mumbai |
|
|
Date: May 27, 2017 |
For ENSA Steel Industries Limited |
|
|
Rajnikant Sandesara |
Rajbhushan Dixit |
|
Director |
Director |
|
(DIN: 01671907) |
(DIN : 00025484) |
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