Facor Steels Ltd
Directors Reports
Your Directors submit the THIRTEENTH ANNUAL REPORT on the business and operations of
the Company and the Audited Statements of Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
|
|
(Rs in lacs) |
| Particulars |
For the year ended 31.03.2016 |
For the year ended 31.03.2015 |
| Gross Profit/(Loss) |
(1007.20) |
(2623.80) |
| Depreciation / Amortization |
418.90 |
469.38 |
| Profit /(Loss) before exceptional items & Tax |
(1426.10) |
(3093.18) |
| Exceptional items |
0.00 |
1842.11 |
| Profit/(Loss) before tax for the year |
(1426.10) |
(1251.07) |
| Provision/(Credit) for MAT /DEF. TAX /WT |
0.00 |
0.00 |
| Profit/(Loss) after tax for the year |
(1426.10) |
(1251.07) |
OVERALL PERFORMANCE
Your Company’s performance during the financial year 2015-16 was badly affected
due to the closure of the plant operations with effect from 30/05/2014 due to consensus
lockout declared as per agreement reached with the workforce. This closure was
necessitated due to adverse market conditions with subdue demand for Alloy and Stainless
Steel resulting in lower utilization of capacity. The lay off is still continuing due to
no change in the situation.
During the year under review, Company reported a total income of Rs188.96 Lakhs as
against Rs 3043.87 Lakhs of the previous year. After making a provision of Rs 410.34 Lakhs
towards interest and Rs 418.90 Lakhs towards depreciation, the loss for the current
financial year amounts to Rs 1426.10 Lakhs as against the net loss of Rs 3093.18 Lakhs of
the previous year. The net loss after exceptional items for the current financial year
amounts to Rs 1426.10 Lakhs as against loss of Rs 1251.07 Lakhs reported in the previous
year. There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations. A detailed
Management Discussion and Analysis Report forms part of this report is annexed as
Annexure-1.
OUTLOOK FOR 2016-17
The lay off at Company’s plant is continuing and it is unviable to operate the
plant under present business conditions. Our efforts for scouting for tie up with
potential investors / strategic investors have not given any fruitful result. Hence the
plant continues to remain under consensus lockout.
DIVIDEND
In the absence of profit, your directors are unable to declare any dividend for the
year 2015-2016.
BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION
The accumulated losses of the Company for the financial year ended 31st
March, 2014 exceeded its net worth, the Company has made reference to the Board for
Industrial and Financial Reconstruction (BIFR) under section 15 of the Sick Industrial
Companies (Special) Provisions Act, 1985. The reference has been registered vide Case No.
74/2014 by BIFR. There were three hearings, first hearing on 2nd July 2015,
second hearing on 13th May 2016 and the third hearing on 20th July
2016. The proceedings are in progress.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENT
There are no loans, Guarantees and Investments made under the provisions of Section 186
of the Companies Act, 2013 during the year under review. Details of Loans, Guarantees and
Investments as at the year end are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTION
There are no contracts or arrangement with related parties referred to in Section 188
(1) by the Companies Act, 2013. The details of other transactions entered into with the
related parties are given in Note 45 to the Financial Statement. The Policy on Related
Party Transactions are approved by Board is uploaded on the Company’s Website.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014.
CAPITAL STRUCTURE
Authorised Capital of the Company is Rs 60,00,00,000/- and there was no change in the
authorised capital of the company during the year under review.
Paid up capital of the company is Rs 53,43,23,679/- comprising of 20,65,23,679 equity
shares of Rs 1/- each and 32,78,000 5% Redeemable Cumulative Preference Shares of Rs
100/-each. During the year under review there was no change in the paid up capital of the
company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In view of the continuing losses, the company is not in a position to make any
expenditure under Corporate Social Responsibility as per the Provisions of Companies Act,
2013.
INDUSTRIAL RELATIONS
The Company has declared Consensus lock out as per the agreement reached with its work
force effective from 30th May, 2014. Since then Company has separated 70
Officers and 317 Staff and Workers through Voluntary Separation Scheme. The number at
employee as on 31st March, 2016 is 55.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure- 2
NUMBER OF BOARD MEETINGS HELD
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year Five Board Meetings and Five Audit Committee Meetings were convened and held. The
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
CORPORATE GOVERNANCE
The report on corporate governance as per the requirement of the listing agreement with
stock exchange forms part of this report is annexed as Annexure-3. The Company has
complied with all the requirements of corporate governance. The certificate from the
Auditors of the Company confirming compliance to the conditions of the corporate
governance requirements is also annexed.
DIRECTOR RESPONSIBILITY STATEMENT
The Directors‘ Responsibility Statement referred in Section 134(5) of Companies
Act, 2013 shall State that
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the directors have 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 loss of the company for that period;
(c) the directors have 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 have prepared the annual accounts on a going concern basis; and
(e) the directors, have 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 have devised proper systems to ensure compliance with the provisions
of all applicable Laws and that such system were adequate and operating effectively.
INFORMATION ON REMUNERATION
Information as per the provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules , 2014 are annexed as Annexure-4 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The manufacturing operations were suspended with effect from 30th May 2014
and hence, there is no matter to be reported under this para for the period under review
– Refer Annexure-5 and Form-A.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
FINANCE
Company’s banks accounts have been classified as NPA by all banks in the previous
financial year due to non-payment of interest. Bank of India has issued a SARFAESI Notice
under Section 13(2) of the SARFAESI Act on 25th July 2015 and further took
symbolic possession of the assets of the Company vide Public Notice dated 10th
October 2015. Indian Overseas Bank has also issued a Notice under Section 13(2) of the
SARFAESI Act on 9th October 2015. The Company has challenged the action of Bank
of India in the Debt Recovery Tribunal, Nagpur on the ground that Bank of India lacks the
requisite majority for initiation of action under Section 13(4) of the SARFAESI Act. The
matter is under subjudice. Invent Assets Securitisation & Reconstruction Pvt. Ltd.
(INVENT) has informed the Company that the following four Banks have assigned their debts
in their favour and INVENT has executed the necessary assignment agreement.
| Name of Bank |
Date of Assignment |
| Central Bank of India |
01/06/2015 |
| State Bank of India |
10/08/2015 |
| State Bank of Bikaner And Jaipur |
10/08/2015 |
| Syndicate Bank |
28/08/2015 |
Some unsecured creditors have also filed winding up petition in the Nagpur Bench of the
Mumbai High Court against the Company. The Company has taken necessary steps to protect
its interst.
AUDITORS
STATUTORY AUDITOR
M/s Salve & Company, Chartered Accountants hold office upto the conclusion of the
ensuing 13th Annual General Meeting. Based on the recommendation of the Audit
Committee, the Board of Directors of the Company have proposed the appointment of M/s
Salve & Co., Chartered Accountants, as the Auditors of the Company from the conclusion
of the forthcoming 13th Annual General Meeting till the conclusion of the 14th
Annual General Meeting (subject to ratification by shareholders at every Annual General
Meeting). M/s Salve &
Co., have expressed their willingness to act as Auditors of the Company, if appointed,
and have further confirmed that the said appointment would be in conformity with the
provisions of Section 141 of the Companies Act, 2013.
Your Directors request you to ratify the appointment of M/s Salve & Company,
Chartered Accountants (Registration No.109003W) as Statutory Auditors of the Company at
the ensuing 13th Annual General Meeting and to fix their remuneration.
COST AUDITOR
The manufacturing operations have been suspended with effect from 30th May
2014 as per the consensus lockout agreement reached with the workforce. In view of this,
the Company has not maintained any cost records and hence question of cost audit does not
arise.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s P. S. Channe & Co., a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for financial Year 2015-16. M/s P. S.
Channe & Co., have expressed their willingness to act as Auditors of the Company, if
appointed, and have further confirmed that the said appointment would be in conformity
with the provisions of Section 141 of the Companies Act, 2013. The Report of the
Secretarial Audit Report is annexed herewith as Annexure-6. There are no qualifications or
observations or remarks made by Secretarial Auditor in his report.
DECLARATION BY INDEPENDENT DIRECTORS:
Shri A. S. Kapre, Shri M. B. Thaker, Shri Mohan S. Adige and Shri K. A. Pardhi are
Independent Directors on the Board of your Company. In the Opinion of the Board and as
confirmed by the these Directors, they fulfill the conditions specified in Section 149 of
the Companies Act, 2013 and the rules made thereunder about their status as Independent
Directors of the Company.
DIRECTORS:
Mr. M.D. Saraf shall retire by rotation at the 13th Annual General Meeting
and being eligible offers himself for reappointment in accordance with the provisions of
the Companies Act, 2013, and in terms of the Memorandum and Articles of Association of the
Company.
Mrs. (Dr) Champaka Rangachari ceased to be director with effect from 6th
May, 2016.
The Company has formulated a code of conduct for all members of the Board. All
concerned members have affirmed compliance with the said code.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The
above policy was approved by the Board of Directors in their Meeting held on 14th
February, 2015.
AUDIT COMMITTEE
Audit Committee of the Company comprises of Mr. A. S. Kapre, Mr. M. B. Thaker, Mr. M.
S. Adige and Mr. Anurag Saraf, Except Mr. Anurag Saraf, who is a Promoter Director of the
Company, rest all members of the Audit Committee are Independent Directors. The committee
has been constituted in strict compliance with the provisions of Clause 49 of the Listing
agreement and assumes all responsibilities provided therein, discharging their duties
diligently with transparency and accountability as their sole motivation.
You are requested to appoint Auditors for the current year and to fix their
remuneration.
AUDITOR’S REPORT
The report by Auditors if self explanatory. Further, in view of consensus lockout at
plant and preparation of Accounts on going concern basis, the Auditors have made some
observations under "Emphasis of matter appearing in the Auditors Report which
management has responded in Note 1(b) under Significant Accounting Policies and 29 to the
Audited Financial Statements for the year ended 31st March, 2016.
DISCLOSURE WHERE COMPANY IS REQUIRED TO CONSTITUTE NOMINATION AND REMUNERATION
COMMITTEE:
The Company has constituted a Nomination & Remuneration Committee under Clause 49
of the Listing Agreement & has Nomination & Remuneration Policy for appointment
and remuneration of Directors Under Section 178 of the Companies Act, 2013 and Clause 49
of the Listing Agreement. All the appointments of Directors is as per the Nomination &
Remuneration Policy of the Company, which were also approved by the Committee.
DISCLOSURE OF VIGIL MECHANISM IN BOARD REPORT:
The Company have adopted the Vigil Mechanism Policy for the Company in its duly held
Board Meeting on 14th February, 2015 and the same is available on the website
of the Company.
DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE
Company has not issued any share under ESOP or Sweat Equity Shares during the year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (PREVENTION , PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a policy for Prevention of Sexual harassment in accordance
with the requirements of the Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act, 2013. All employees (Permanent, Contractual, temporary,
trainees) are covered under this policy. The Company did not receive any complaint during
the year 2015-16.
ACKNOWLEDGEMENTS
Directors of the Company wish to thank the Central and State Governments for their
continued support and co-operation extended towards the business as well as the
company’s social functions. The Management also thanks the shareholders, Business
Associates, Financial Institutions & Banks, Customers and Suppliers for the faith
reposed in the Company. The Board expresses its sincere appreciation to the dedicated and
committed team of employees and workmen of your Company.
|
|
On behalf of Board of Directors |
|
Vinod Saraf |
Anurag Saraf |
| Nagpur |
Managing Director |
Director |
| Dated: 5th |
August, 2016 |
|
Annexure-4 to the Directors Report
Information under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and forming part of the Directors Report for the year ended March 31, 2016 No employee of
the company is paid gross remuneration aggregate of not less than Rs.5,00,000/- per month.
|
For and on behalf of the Board of Directors |
| Place : Nagpur |
Vinod Saraf |
| Date : 5th August, 2016 |
Managing Director |
Annexure-5 to the Directors Report
Additional information as required under the Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988.
| A) CONSERVATION OF ENERGY: |
|
| a) Measures Taken |
|
| b) Additional investment and proposals if any being implemented for reduction of
consumption of energy |
: Nil |
| c) Impact of measures at (a) and (b) above for } reduction of energy consumption and
consequent impact on the cost of production of goods. |
|
| d) Total energy consumption and energy consumption per unit of production in
prescribed form ‘A’. |
: Nil |
| B) TECHNOLOGY ABSORPTION: |
|
| Research & Development (R&D): |
|
| a) Specific areas in which R & D carried out by the company } |
: Nil |
| b) Benefits derived as a result of the above R&D |
|
| c) Future Plan of action |
: Nil |
| d) Expenditure on R&D |
: Nil |
| e) Technology absorption, adaptation and innovation: |
: |
| i) Efforts, in brief, made towards technology absorption, adaptation and innovation. |
: Nil |
| ii) Benefits derived as a result of the above efforts, e.g. product improvement, cost
reduction, product development, import substitution etc. |
: Nil |
| iii) Information regarding technology imported during last 5 years |
: None |
| C) FOREIGN EXCHANGE EARNINGS AND OUTGO: |
|
| 1) Total Foreign Exchange used and earned |
: Rs. in lacs |
| i) CIF value of imports |
: Nil |
| ii) Expenditure in Foreign currency |
: Nil |
| iii) Foreign exchange earned on FOB basis |
: Nil |
|
On behalf of Board of Directors |
|
| Nagpur |
Vinod Saraf |
Anurag Saraf |
| Dated: 5th August, 2016 |
Managing Director |
Director |
FORM ‘A’
FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY.
| PARTICULARS |
STEEL |
|
CURRENT YEAR 2015-2016 |
PREVIOUS YEAR 2014-2015 |
| A. POWER AND FUEL CONSUMPTION: |
|
|
| 1. ELECTRICITY |
|
|
| a) Purchased |
|
|
| Units (KWH in lacs) |
– |
23.56 |
| Total Amount (Rs in Lacs) |
– |
284.59 |
| Average rate per unit (Rs) |
– |
12.08 |
| b) Own generation |
|
|
| i) Through Diesel Generator |
|
|
| Units (KWH) |
– |
– |
| Units per ltr. of diesel oil |
– |
– |
| Cost/unit (Rs) |
– |
– |
| ii) Through Steam Turbine/Generator |
|
|
| Units |
– |
– |
| Units per ltr. of fuel oil/gas |
– |
– |
| Cost/unit (Rs) |
– |
– |
| 2. Coal (specify quality) |
– |
– |
| 3. Furnace Oil |
|
|
| Quantity (K. Liter) |
– |
133.44 |
| Total cost (Rs in Lacs) |
– |
63.94 |
| Average Rate (Rs/K. Liters) |
– |
47919.53 |
| 4. Others/Internal Generation |
– |
– |
| B. CONSUMPTION PER UNIT OF PRODUCTION: |
|
|
| ELECTRICITY (KWH per tonne) |
|
|
| Rolled & Forged Products |
– |
2703.34 |
| FURNACE OIL (K. Liter per tonne) |
|
|
| Rolled & Forged Products |
– |
0.122 |
| Coal (Specify quality) |
– |
– |
| Others (Specify) |
– |
– |
Annexure 6 to Directors Report
Form No.MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Facor Steels Limited,
46-A & B, MIDC Ind. Estate Hingna Road, Hingna Road,
NAGPUR-440028
I have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by Facor Steels Limited
(hereinafter called the Company) having CIN: L27100mh2004PLC146283. Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon. Based on my verification
of the Company’s 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
hereby report that in my opinion, the company has, during the audit period covering the
financial year ended on 31st March, 2016 complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on 31st March,
2016 according to the provisions of:
1. The Companies Act, 2013(the Act) and the rules made there under, as applicable;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
5. 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
Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations,1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009 –
Not applicable as the Company did not issue any security during the financial year
under review;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 notified on 28thOctober
2014 Not applicable as the Company has not granted any Options to its employees during
the financial year under review; e. The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008 – Not applicable as the Company
has not issued any debt securities during the financial year under review;
f. The Securities and Exchange Board of India (Registrars 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 as the Company has not delisted its equity shares from any stock
exchange during the financial year under review ;
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
– Not applicable as the Company has not bought back any of its securities during
the financial year under review and i. The Secretarial Standards issued by the
Institute of Company Secretaries of India
6. Labour Laws, Factories Act, Pollution Laws and other applicable laws – Company
has suspended its production activity completely and locked out is effective from 30th
May 2014. I have examined compliances from the papers/register and the information given
by the staff members/officers (who have not adequate knowledge about the subject matter)
available in the office of the Company. I have audited and examined in very specific
manner to ensure whether adequate system and process is in order or not and commented upon
irregularities seen apparently.
I have also examined compliance with the applicable clauses of the Listing Agreements
entered into by the Company with BSE Ltd.
I have not examined compliance by the Company with the applicable clauses of the
following: a. Applicable financial laws, like direct and indirect tax laws, since the
same have been subject to review by statutory financial auditor and other designated
professionals.
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations:
a) That the Company had not given facility of Ballot Paper to the Shareholders of the
Company at the time of Annual General Meeting.
b) That Company has received two notices from BSE Limited (formerly known as Bombay
Stock Exchange Ltd.) for Non-submission of Corporate Governance Report for the Quarter
ended December 2015 and Non-submission of Share Capital Audit Report for the Quarter ended
December 2015. Company has not submitted Reports for further period also. The Company has
not submitted Shareholding Pattern for the Quarter ended March 2016.
c) That Company has not altered the Articles of the Company nor adopted Table- F to
include the matters as require under the provisions of the Companies Act, 2013
d) That the Company has not published its notice for the Board Meeting in the
newspapers as require under Listing Agreement for the meeting held for adopting results
for the Quarter ended on December 2015 and March 2016..
e) That the Company has not filed its Annual Return in form MGT-7 along with MGT-8 as
required under section 92 of the Companies Act, 2013 and Rules applicable.
f) That the Company has not appointed Key Managerial Person i.e. Company Secretary and
Chief Financial Officer within 6 months from the date of vacation of respective designated
post.
g) That the Company has not appointed an Internal Auditor and did not carried out Cost
audit as require.
h) That the Mrs. Champaka Rangachari (Independent and Women Director) did not attend
any Board Meeting during the year under review. We have noticed that in the Minutes Books
of the meetings, Leave of absence has been granted but no such documents are available
with Company.
i) That the Company has not complied with procedure as prescribed in the Secretarial
Standards as issued by the Institute of Company Secretaries of India.
j) That the Company has not signed new Listing Agreement with BSE Ltd. k) That the
Provident Fund deducted but not deposited for the month of February 2016 and March 2016.
l) That the Company has not renewed licenses related to Pollution Laws etc.
m) That the Factory License under Factories Act has not been renewed from 01.01.2015
and has been deposited with Deputy Director, Industrial Safety & Health, Civil Lines,
Nagpur.
I further report that, based on the information provided by the Company, its
officers and authorized representatives during the conduct of the audit, and also on the
review of quarterly compliance reports by respective department heads / company secretary
taken on record by the Board of Directors of the Company, in my opinion, adequate systems
and processes and control mechanism exist in the Company to monitor and ensure compliance
with applicable laws subject to the observations made hereinbefore.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors except the
incidence of Women & Independent Director. The changes in the composition of the Board
of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act. Adequate notice is given to all Directors to schedule the
Board Meetings. With respect to the agenda and detailed notes on agenda , start time and
end time of the Board meeting, company has not complied with the Ssecretarial Standards
issued by ICSI. A system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
As per minutes of the meetings duly recorded and signed by the Chairman, the decisions
were unanimous and no dissenting views have been recorded.
I 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 compliance
with applicable laws, rules, regulations and guidelines except to the observations made
earlier.
I further report that Company has made application to MSEDCL for reduction in Power
Contract from 7500kva to 1000Kva for its mini steel plant.
I further report that Company has passed Special Resolution by Postal Ballot and
sold its investment held in Sai Wardh Power (Wardha Power Company Ltd.) .
I further report that the Invent Assets Securitization and Reconstruction Private
Limited acquired debt from Central Bank of India and Syndicate Bank.
I further report that the Kesari Steels Limited filed a Recovery Suit at Rohini
Court, Delhi and company has received summons on 28th September 2015.
I further report that the Bank of India, a secured creditor of the Company, issued
a notice dated July 25, 2015 u/s 13 (2) of the SARAESI, calling upon Company to pay the
outstanding dues within 60 days from the date of said notice. Also received Notice under
SARFEASI from Indian Overseas Bank, Vizag on 9th October 2015 u/s 13 (2) I
further report that the MSEDCL has disconnected electricity supply at Factory premises
due to non-payment of electricity charges.
I further report that Company has filed petition to the High Court, Nagpur for
withdrawal of complaint by DRS Logistics Private Limited.
I further report that we have asked for a certificate from its Registrar
& Transfer Agent for due compliances with respect to Share Transfer, Transmission etc.
& members register. Company has informed us that Registrar and Transfer Agent is only
reporting to the SEBI hence we are unable to comment. I further report that Company
has not taken note of observation/comment made by me in the Secretarial Audit Report dated
05/08/2015.
For P S CHANNE & ASSOCIATES
Company Secretaries
CS PRADIP S CHANNE
Place : NAGPUR (Proprietor)
Date : 05/08/2016
FCS No. 6265 C.P No.7138
Note: This report is to be read with my letter of even date which is annexed as
‘ANNEXURE A’ and forms an integral part of this report.
‘Annexure A’
To,
The Members, Facor Steels Limited, 46-A & B, MIDC Ind. Estate Hingna Road,
NAGPUR-440028
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the
company. My responsibility is to express an opinion on these secretarial records based on
my audit.
2. I have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices, I followed provide a
reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, Standards is the responsibility of management. My examination was limited to
the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
|
For P S CHANNE & ASSOCIATES |
|
Company Secretaries |
|
CS PRADIP S CHANNE |
| Place : NAGPUR |
(Proprietor) |
| Date : 05/08/2016 |
FCS No. 6265 C.P No.7138 |
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