Your Directors have pleasure in submitting their Thirty Second Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with the previous year figures
are given hereunder:
|
Particulars
|
For the Financial Year
ended 31st March 2024
|
For the Financial Year
ended 31st March 2023
|
|
Revenue from Operations
|
9,95,73,633
|
18,82,32,431
|
|
Other Income
|
14,08,305
|
6,64,728
|
|
Total Income
|
10,09,81,938
|
18,88,97,159
|
|
Profit/ Loss Before Tax
|
(19,28,229)
|
1,06,66,046
|
|
Less: Current Tax
|
-
|
28,84,123
|
|
Deferred Tax
|
(4,36,065)
|
(2,20,486)
|
|
Excess/ (Short) Provisions of the previous year
|
-
|
1,54,819
|
|
Profit/ Loss after tax
|
(14,92,164)
|
78,47,590
|
|
Other Comprehensive Income
|
690850
|
(25,90,741)
|
|
Total Comprehensive Income for the year
|
801315
|
52,56,849
|
|
Earning Per Share(Basic)
|
(0.45)
|
2.37
|
|
Earning Per Share(Diluted)
|
(0.45)
|
2.37
|
The Company has adopted the Indian Accounting Standard (IND AS) notified by the Ministry of
Corporate Affairs with effect from April, 2017 and accordingly these financial results have been
prepared in accordance with the recognization and measurement principles laid down in the IND AS
34 Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with
relevant rules issued there under and other accounting principles generally accepted in India.
2. DIVIDEND:
The Board of Directors has not recommended Dividends for the Financial Year 2023-24.
3. SHARE CAPITAL:
Authorized Share Capital
There is no change in Authorized Share Capital of the company for the Financial Year 2023-2024.
The Company has paid Listing Fees for the financial year 2024-25, to the Stock Exchange.
4. STATE OF COMPANY'S AFFAIRS:
Your Company's income from operations during the year under review was ^ 9,95,73,633 as
compared to ^ 18,82,32,431 in the previous year. The total loss incurred during the year under review
was ^ 1492164 as against a profit of ^ 78,47,590 during the previous year.
Detailed analysis and future outlook of the Company's business are dealt in the Management
Discussion and Analysis Report.
5. AUDITOR AND AUDIT REPORT:
a) STATUTORY AUDITOR:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder,
Chandak Agarwal & Co., Chartered Accountants (FRN135067W) were appointed as Statutory Auditors
of the Company for financial year 2023-24 & 2024-25 and they shall hold office until the conclusion of
this 33rd Annual General Meeting of the Company to be held in the calendar year 2025, on such
remuneration as may be decided by the Audit Committee and the Board of Directors.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there
under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that
their appointment continues to be within the limits laid down by the Act, is as per the term provided
under the Act, that they are not disqualified for continuing such appointment under the provisions of
applicable laws and also that there are no pending proceedings against them or any of their partners
with respect to the professional matters of conduct.
AUDIT REPORT
The Auditor's report is self-explanatory & do not call for any further comments. The Auditors Report
does not contain any qualification, reservations or adverse remark.
b) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board appointed Rushabh Doshi, Practising Company Secretary, to conduct Secretarial Audit for
the financial year 2023-24 as mandated under Section 204 of the Companies Act, 2013 and Rule 9
thereunder. The Secretarial Audit Report for the financial year ended 31st March 2024 is annexed
herewith marked as "Annexure A" to this report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.
c) COST AUDIT:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rule, 2014, the Company is not required to maintain cost records and conduct cost
audit.
6. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the
Institute of Company Secretaries of India.
7. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT.2013:
Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,2013. This
policy applies to all categories of employees of the Company, including permanent management and
workmen, temporaries, trainees and employees on contract at their workplace or at client sites.
Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding
sexual harassment. The cases reported to such Committee(s) are investigated by the respective
Committee(s) members and the detailed report thereon is presented to the Board of Directors on a
regular basis. During the year under report, your Company did not receive any cases of sexual
harassment and hence as at March 31, 2024, there were no pending cases of anti-harassment in your
Company.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure B" and is attached to this
report.
9. MANAGEMENT'S DISCUSSION & ANALYSIS REPORT:
Management's Discussion & Analysis Report for the year under review, in terms of the Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, (the
"Listing Regulations"), is presented in a separate section forming part of the Annual Report under
"Annexure C".
10. BUSINESS OVERVIEW:
The Company is engaged in the manufacturing of Wire Rope, Wire Rope Allied Products and Railway
OHE products. The management review is presented separately in the annual report.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF REPORT:
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate on the date of this
report.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to Section 135(2) of the Companies Act, 2013 the Board's Report should disclose the
responsibility undertaken and committee constituted for the same.
However, company has suffered loss for the financial year 2023-2024 and thus does not require
complying with the provisions of Corporate Social Responsibility.
13. DEPOSITS:
Your Company had not accepted the deposits from the public as per Section 74 of Companies Act,
2013 read with Rule 20 of the Companies (Acceptance of Deposits) Rules, 2014.
14. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act,
2013 by the Company, to other Body Corporate or persons are given in notes to the financial
statements.
15. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm's length
basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
Designated persons which may have a potential conflict with the interest of the Company at large.
Accordingly, the disclosure of Related Party Transactions as required under section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval
Disclosures pursuant to Accounting Standards on related party transactions have been made in the
notes to the Financial Statements.
The Board of Directors has approved the policy on transactions with related parties ("RPT
Policy"),pursuant to the recommendation of the Audit Committee. In line with the requirements of
the Act, RBI Regulations and the SEBI Listing Regulations, the Company has formulated the RPT Policy
which is also available on the Company's website at
http://www.sswrl.com/corporategovernance.php. The RPT Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the Company
and related parties.
16. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNAL:
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as
"Annexure D".
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
18. CORPORATE GOVERNANCE:
As per Regulation 27(2) of SEBI (SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015
and Disclosure Requirements), 2015, it is not applicable for the Company.
19. PARTICULARS OF EMPLOYEES:
The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the Company has no person in its employment drawing salary of Rs. 60 lakhs per annum or
Rs. 5 lakhs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read
with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
20. ANNUAL RETURN:
As required Under Section 92(3) of the Act, the Company has placed a copy of the annual return on its
website and the same is available in the Investors Section on the Company's website
(www.sswrl.com). The Annual Return for the year would be updated once the same is filed with the
Registrar of Companies in due course.
21. NUMBER OF BOARD & COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2023-24, Four (4) Board Meetings were held on:
|
Sr. Nos.
|
Board Meetings held during the year
|
|
1.
|
29th May 2023
|
|
2.
|
11th August 2023
|
|
3.
|
7th November 2023
|
|
4.
|
29th January 2024
|
COMMITTEES OF THE BOARD:
Currently, the Board has three committees: Audit Committee, Nomination and Remuneration
Committee, Stakeholder's Relationship Committee. For the Financial year 2023-2024, the below are
the details of the Committee, as per the applicable provisions of the Act and Rules:
|
Name of Committee
|
Composition of the
Committee
|
No. of Meeting Held
|
|
Audit Committee
|
Rajiv Gugnani, Chairman
Ashish Sajnani
Mehak Vachhani
|
4
|
|
Nomination&
Remuneration
Committee
|
Rajiv Gugnani, Chairman
Ashish Sajnani
Joy Dodani
|
3
|
|
Stakeholder Relationship
Committee
|
Rajiv Gugnani, Chairman
Ashish Sajnani
Anil Sajnani
|
4
|
22. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its Responsibility Statement:-
a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
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 of the profit and loss 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;
e) 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; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and were operating effectively.
23. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013
The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re¬
appointed and has noted that none of the Directors are disqualified under Section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors)
Rules, 2014.
24. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Independent Directors submitted their disclosures to the Board that they fulfill the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules as
per the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.
25. EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and Regulation
25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the performance of
the Board was carried out during the year under review. The Board was evaluated for its performance
based on the following factors:
i. Attendance of Board Meetings and Committees;
ii. Contribution made to the Board discussions and future planning;
iii. Level of commitment to the stakeholders' interest;
iv. Initiatives towards the growth of the business and profitability;
v. Providing outlook, viewpoints and feedback taking the Company ahead beyond
expectations.
26. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES.
The Board has framed a Policy relating to the appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors and other
related matters as provided under Section 178(3) of the Companies Act, 2013 based on the
recommendation of Nomination and Remuneration Committee.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:
• APPOINTMENT OF DIRECTORS:
During the year under review, in accordance with the provisions of the Companies Act, 2013, Mr.
Ramnarayan J. Tiwari(DIN:10422348 ) & Dattaram M. Mhaparle(DIN:10418935) were appointed as
Whole Time Director of the Company with effect from January 29, 2024. The shareholder assented
their appointment on March 30, 2024 through postal ballot.
• CHANGE IN DESIGNATION:
During the period under review Designation of Mr. Ashish L. Sajnani has been changed from Whole
Time Director to Non Executive Non Independent Director w.e.f January 29, 2024.
• SEPARATE MEETING OF INDEPENDENT DIRECTORS & EVALUATION PROCESS:
Mr.Rajiv Gugnani, Mr. Joy Dodani, Mrs Mehak Vachhani, Independent Directors of the Company, had
a separate meeting held on January 29, 2024, in term of Schedule IV to the Companies Act, 2013 and
the SEBI LODR, whereas performance of Non-Independent Directors, the Board as a whole, and the
Chairman of the Company was reviewed together with the assessment of the quality, quantity, and
timeliness of the flow of information between the management of the Company and the Board as well
as oversight of succession planning, risk management, internal controls and prioritization of strategic
objectives and Board efficiency. The evaluation concluded that the Board, its Committee and
individual Directors continue to function effectively and remains well balanced and diverse with a
strong mix of relevant skills, expertise, and experience.
28. NOMINATION & REMUNERATION POLICY:
The Board of Directors of the Company has, on the recommendation of the Nomination &
Remuneration Committee, framed and adopted a policy for the selection and appointment of
Directors, Senior Management and their remuneration.
29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
Your Company has constituted an Audit Committee as required under Section 177 of the Companies
Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their
genuine concerns or grievances. The Board has accepted all the recommendations of the Audit
Committee during the year under review as and when brought to their notice.
30. LISTING:
Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Company confirms that it
has paid annual listing fees due to the stock exchange for the year 2023-24 and has been diligent in
observing all the compliances as stipulated in the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015.
31. DEPOSITORY SYSTEM:
Your Company has entered into an agreement with the National Securities Depository Limited as well
as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a
dematerialized form. The Company also offers simultaneous dematerialization of the physical shares
lodged for transfer.
32. INTERNAL CONTROL SYSTEM:
Your Company continuously invests in strengthening its internal control processes and has appointed
Praveen Chandak & Associates., Chartered Accountants, (Firm Registration No. 018386C) as the
Internal Auditors of the Company for financial year 2024-25. The Company has put in place as
adequate system of internal control commensurate with its size and nature of business. The systems
provide a reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance
with corporate policies. Audit Committee periodically reviews the performance of internal audit
system.
The Audit Committee reviews adherence to internal control systems and internal audit reports.
Further, the Board annually reviews the effectiveness of the Company's internal control system.
33. WHISTLE BLOWER POLICY:
The Company Promotes ethical behaviour in all its business activities and is in process of establishing
a mechanism for reporting illegal or unethical behaviour. The Company has thus formed a vigil
mechanism and Whistle blower policy under which the employees are free to report violations of the
applicable laws and regulations and the Code of Conduct.
The reportable matters would be disclosed to the Audit Committee. The Policy is displayed on the
website of the Company www.sswrl.com.
34. SHARES:
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
35. DETAILS OF AN APPLICATION MADE FOR PROCEEDING PENDING UNDER INSOLVANCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or proceedings pending in the name
of the Company under the Insolvency Bankruptcy Code, 2016.
36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
During the year under review, there has been no one-time settlement of Loans taken from Banks and
Financial Institutions.
37. INDUSTRIAL RELATIONS:
Industrial Relations remained cordial throughout the year under review.
38. ACKNOWLEDGMENTS:
Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication
displayed by the employees at all levels. Your Directors also wish to place on record their gratitude to
the shareholders for their continued support and confidence.
For and on behalf of the Board of Directors
For Shree Steel Wire Ropes Limited
Sd/- sd/-
Ramnarayan J. Tiwari Anil L. Sajnani
Whole Time Director Managing Director
DIN:10422348 DIN:00014257
Date: 06/08/2024
Place: Mumbai
|