directors report - dewas metal sections...

DIRECTORS REPORT

Dear Members,

Your Directors are Pleased to present the 38th Annual Report and the Company’s Audited financial statements for the Financial Year ended March 31st, 2017.

1. FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31st, 2017 is Summarized Below:

(Amount in `)

Particulars 2016-17 2015-16

GROSS TURNOVER 1242646607 1199746791

PROFIT BEFORE TAX 23308213 43388324

Less: Current Tax (4753000) (9065000)

Less: Deferred Tax (4207701) (5088494)

Add/Less: Tax for earlier Year (326709) 39948

PROFIT FOR THE YEAR 14020803 29274777

Add: Balance Brought Forward In Profit & Loss Account 147285425 118010648

Less: Transferred to Deposit Repayment Reserve (255000) 0

BALANCE CARRIED TO BALANCE SHEET 161051228 147285425

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

During the year the company has achieved a turnover of ` 124.26 Core as against a turnover of

` 119.98 Core in the previous year registering a increase of 3.57%. The overall Performance of

the company remains satisfactory.

3. NEW PLANT AT RANIPET (Tamil Nadu)

The company has set up a new plant at Ranipet, Tamil Nadu for manufacturing of Colled Roll Formed Metal Sections and the plant started commercial production 23/05/2016. After the aforesaid plant the company have manufacturing facilities at Dewas (Madhya Pradesh), Pune (Maharashtra) and Ranipet (Tamilnadu).

4. DIVIDEND

The Company has not declared any dividend during the year.

5. CREDIT RATING

Company having credit rating – BBB by Brick Work Credit Rating

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company has no Subsidiaries, Joint Ventures & Associates.

7. AUDITORS AND AUDITORS REPORT

M/s. P. D. Nagar & Co, (FRN 001231C) Chartered Accountants, Statutory Auditors of the Company, continue to hold their office till the Financial Year 2017-2018 and the Board ratifies their appointment as such.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

8. DIRECTORS RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:

(a) In the preparation of the annual accounts, the applicable accounting had 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 of the profit 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Provisions of Section 135 of the companies act 2013 read with rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company.

10. RISK MANAGEMENT

The company does not have any risk other than normal business risk therefore there is no any written risk management policy so far adopted by the company.

11. DIRECTORS

During the year, there is no change in the composition of Board of Directors of the Company.

12. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

13. DISCLOSURE U/S 134 (3)

Pursuant to the provisions of sec 134 (3) read with Companies (Accounts) Rules, 2014. The required information’s & disclosures, to the extent applicable to the company are as under:

a) The Extracts of Annual Return as per Form no. MGT-9 is annexed herewith as Annexure

– A. b) The company has not accepted any deposit from public within the meaning of section 73

of the Companies Act, 2013. c) There is no change in the nature of business of the company.

d) During the year 4 Board meetings were held, as against the minimum requirement of four meetings.

e) The 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 in the Form AOC-2 is enclosed herewith as per Annexure - B.

f) The disclosure of Conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed herewith as per Annexure - C.

14. ACKNOWLEDGEMENT

The Board of Directors places its sincere gratitude for the assistance and co-operation received from Banks, Customers and Shareholders. The Directors take the opportunity to express their sincere appreciation for the dedicated services of the Executives and staffs for their contribution to the overall performance of the company.

Registered Office: Dewas Metal Sections Ltd.

CIN- U02710MP1979PLC001501

Village Amona AB Road DEWAS- 455001(M.P.) By Order of the Board

Sd/- sd/-

PLACE: DEWAS ANJAN SHAH ARADHYA BAHETI DATE: 26/06/2017 (DIN: 00696395) (DIN: 00660745)

ANNEXURE – A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. Registration and Other Details.

(i) CIN U02710MP1979PLC001501

(ii) Registration Date 23/03/1979

(iii) Name of the Company Dewas Metal Sections Limited

(iv) Category / Sub-Category of the Company Company Limited by Shares/ Indian Non-

Government Company

(v) Address of the Registered Office and contact details Gram Amona, A. B. Road, Dewas, 455001(Madhya Pradesh) Telephone No:-07272-2585262 Email-ID:- [email protected]

(vi) Whether listed company No

(vii) Name, address and contact details of Registrar and Ankit Consultancy Pvt Ltd

Transfer Agent, if any 60, Electronic Complex, Pardesipura, Indore

– 452010 +(91)-731-2551745, 2551746 +(91)-9302506220

+(91)-731-4065948

II. Principal Business Activities of the Company:

S.

No.

Name and Description of main Products / Services NIC Code of the

Product / Service

% to total

turnover of the

Company

1 Manufacture of structural metal products 2511 99.48%

III. Particulars of Holding, Subsidiary and Associate Companies – NA

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as % of the total Equity)

i) Category-wise Shareholding Category of Shareholders

No. of Shares held at the beginning of the year as on 31/03/2016

No. of Shares held at the end of the year as on 31/03/2017

% Chan

ge duri ng the

year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A) Promoter

Shareholding

i)Individual/HUF 780000

936700 1716700 44.17 780000 936700 1716700 44.17

0

ii) Bodies Corporate 303500 890692 1194192 30.73 303500 890692 1194192 30.73 0

B) Public Share

holding

mailto:[email protected]

i) Bodies Corporate

120000

86700

20670

5.32

193500

86700

280200

7.21

1.89

ii) Individual/HUF 185040 583764 768808 19.78 110244 585064 695308 17.89 1.89

C) Any other 0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C)

1388540

2461856

3886400

100

1387244

2499156

3886400

100

0

ii) Shareholding of Promoters

S.

No.

Shareholders

Name

Shareholding at the beginning of

the year

Shareholding at the end of the

year

%

chang

e in

shareh

olding

during

the

year

No. of

Shares

% of

total

shares

of the

Compan

y

% of

Shares

Pledged

/

encumb

ered

to total

shares

No. of

Shares

% of

total

shares

of the

Compan

y

% of

Shares

Pledge

d /

encum

bered

to

total

shares

1 Aradhya Baheti 801300 20.62 0.00 801300 20.62 0.00 0.00

2 Aradhya

Investment &

Finance P Ltd

864492

22.24

0.00

864492

22.24

0.00

0.00

3 Pooja Resources

Pvt Ltd

329700

8.48

0.00

329700

8.48

0.00

0.00

4

Anjan Shah

242100

6.23

0.00

242100

6.23

0.00

0.00

5 Laxmikant Shah

204900

5.28

0.00

204900

5.28

0.00

0.00

6 Laxmikant Shah

(HUF)

166000

4.27

0.00

166000

4.27

0.00

0.00

7 Kiran Shah

106700

2.74

0.00

106700

2.74

0.00

0.00

8 Anjan Shah(HUF)

68800

1.77

0.00

68800

1.77

0.00

0.00

9 Smt Sita Baheti

68400

1.76

0.00

68400

1.76

0.00

0.00

10 Ku Pooja Shah

20000

0.51

0.00

20000

0.51

0.00

0.00

11 Shiv Priya Baheti

15600

0.40

0.00

15600

0.40

0.00

0.00

12 Kumari Nidhi Shah

11000

0.28

0.00

11000

0.28

0.00

0.00

13 Basantlal Udaipuria

4100

0.11

0.00

4100

0.11

0.00

0.00

14 Smt Anardevi Shah

3800

0.098

0.00

3800

0.098

0.00

0.00

15 Shri Basantlal Shah

(HUF)

2800

0.072

0.00

2800

0.072

0.00

0.00

16 Shri Manoharlal

Baheti

1200

0.031

0.00

1200

0.031

0.00

0.00

Total 2910892 74.90 0.00 2910892 74.90 0.00 0.00

iii) Change in Promoters’ Shareholding (Please specify, if there is no change) – No Change

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of

GDRs and ADRs)

S.

No.

For Each of the

Top 10

Shareholders

Shareholding at the

beginning of the year

Shareholding at the end

of the year

Changes during the year Reas

on

No. of

Shares

% of total

shares of

the

Company

No. of

Shares

% of total

shares of

the

Company

Date No.

shares

before

Chang

e

No.

shares

After

Chang

e

Incr

eas

e

Decr

ease

1 NSB SECURITIES

PRIVATE LIMITED

120000

3.09

122000

3.14

0

12000

0

12200

0

200

0

0

---

2 M/S ESSAR

INVESTMENT LTD

70000

1.80

70000

1.80

0

0

0

0

0

---

3 VINOD KUMAR

MADHOK

63500

1.63

63500

1.63

0

0

0

0

0

---

4 HITESH RAMJI

JAVERI

35000

0.90

35000

0.90

0

0

0

0

0

---

5 SHRI AKASH

GOYAL

30000

0.77

30000

0.77

0

0

0

0

0

---

6 SMT SUSHMA

GOYAL

21000

0.54

21000

0.54

0

0

0

0

0

---

7 SHRI MUNISH

GOYAL

19200

0.49

19200

0.49

0

0

0

0

0

---

8 PUSHPA

BHAGWAN

GOYAL

17700

0.46

17700

0.46

0

0

0

0

0

---

9 MADHUBEN 10000 0.26 10000 0.26 0 0 0 0 0 ---

DHIRAJLAL

GANDHI

10 NIRMALA SHAH 10000 0.26 10000 0.26 0 0 0 0 0 ---

v) Shareholding of Directors and Key Managerial Personnel –

S.No Shareholding at the

beginning of the year

(01/04/2015)

Changes during the year Shareholding at the end of

the year (31/03/2016)

For Each of the

Director

(At the beginning

of the year)

No of

Shares

% of total

Shares of

the

Company

Date Increase (No

of Shares)

Decrease

(No of

Shares)

Reaso

n

No of

Shares

% of total

Shares of the

Company

1 Anjan Shah 242100 6.23 0 0 0 0 242100 6.23

2 Aradhya Baheti 801300 20.62 0 0 0 0 801300 20.62

3 Mukesh Patel 100 0 0 0 0 0 100 0

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in Lacs)

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness

financial year

at the beginning of the

i) Principal Amount 332405110 65190127 0 397595237

ii) Interest due but not paid 0 0 0

iii) Interest accrued but not due 0 0 0

Total (i+ii+iii) 332405110 65190127 0 397595237

Change in

financial year

Indebtedness during the

Addition 16584873 0 16584873

Reduction 23684182 0 23684182

Net Change 23684182 16584873 0 (7099309)

Indebtedness at the end of the financial

year

i) Principal Amount 308720928 81775000 0 390495928

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 308720928 81775000 0 390495928

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No. Particular of Remuneration Anjan Shah

(Whole Time Director)

Total

1 Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

2460000

2460000

(b) Value of perquisites under Section 17(2) Income Tax Act, 1961

-

-

(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961

-

-

2 Stock Options - - 3 Sweat Equity - - 4 Commission

- as % of profit - - - Others, specify…. - -

5 Others, please specify, Incentive & Bonus 369824 36824 Total 2829824 2829824 Ceiling as per the Act NA NA

B. Remuneration to other directors:

S.No. Particular of Remuneration ARADHYA BAHETI

RAM AIREN

KRISHNA KISHORE

NAGAR

Total

1 Independent Directors

Fee for attending board committee meetings

10000

10000

10000

30000

Commission - - - - Others, please specify - - - -

2 Other Non-Executive Directors

Fee for attending board committee meetings

-

-

-

-

Commission - - - - Others, please specify - - - -

Total 10000

10000

10000

30000

Ceiling as per the Act NA NA NA NA

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD:

S. No. Particular of Remuneration MUKESH PATEL -

CFO L K SHAH -

CEO Total

1 Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

786757

2292000

(b) Value of perquisites under Section 17(2) Income Tax Act, 1961

-

-

(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961

-

-

2 Stock Options - - 3 Sweat Equity - - 4 Commission

- as % of profit - - - Others, specify…. - -

5 Others, please specify, Incentive & Bonus -

11500

11500

Total 2303500

Ceiling as per the Act NA NA NA

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

During the year there were no Penalties/Punishments/Compounding of offences levied/ordered against the Company or

any of its Directors/Officers.


CIN- U02710MP1979PLC001501


PLACE: DEWAS ANJAN SHAH ARADHYA BAHETI DATE:26/06/2017 (DIN: 00696395) (DIN: 00660745)

Annexure - B

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. (NA)

Name(s) of the Nature of Duration of the Salient terms of Date(s) of Amount paid as

related party contracts/ contracts / the contracts or approval by advances, if any

and nature of arrangements/ arrangements/ arrangements or the Board, if (f)

relationship transactions transactions transactions any (e)

(a) (b) (c) including the

value, if any (d)

NIL

2. Details of contracts or arrangements or transactions at Arm’s length basis.

(Amount in `)

Name(s) of the related

party and nature of

relationship

(a)

Nature of contracts/

arrangements/

transactions

(b)

Duration

of the

contracts

/

arrangem

ents/

transactio

ns

(c)

Salient terms of

the contracts or

arrangements or

transactions

including the

value, if any (d)

Date(s) of

approval

by the

Board, if

any (e)

Amount paid

as advances,

if any

(f)

DEE TEE INDUSTRIES Re -imbursement of 59203

LIMITED – Key Exp.,

Management Personnel JOB WORK, ------ 8103 ------ ------

and their relative have SALE, ------

significant influence PURCHASE 5467427

DEWAS TECHNO JOB WORK, SALES, ------ 13780 ------ ------

PRODUCTS PVT LTD - Key PURCHASE 24063

Management Personnel 25026442

and their relative have

significant influence INTEREST RECEIPT

769727

401041

DECOSTYLE TECHNICS JOB WORK, SALES, ------ 70222 ------ ------

PRIVATE LIMITED - Key PURCHASE

Management Personnel 12250494

and their relative have

significant influence 394951

ANJAN SHAH – Whole Interest Payment, ------ 734794 ------ ------

Time Director (WTD) Remuneration Paid

2847496

POOJA BANKA Interest Payment ------ 421141 ------ ------

ARADHYA BAHETI -

Director

Board Meeting Fees ------ 8000 ------ ------

K.K.NAGAR - Director Board Meeting Fees ------ 6000 ------ ------

L.K. SHAH – CEO Interest Payment

Remuneration Paid

------ 1630981 ------ ------

2333747 ------ ------

M.B. BAHETI Professional Fees ------ 360000 ------ ------

RAM AIREN - Director Board Meeting Fees ------ 8000 ------ ------

POOJA RESORCES PVT.

LTD.

Interest Payment ------ 222877 ------ ------

MUKESH PATEL - CFO Remuneration Paid ------ 786757 ------ ------

Registered Office:

Dewas Metal Sections Ltd.

CIN- U02710MP1979PLC001501



ANNEXURE – C

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGH EXCHANGE EARNINGS AND OUTGO

The report of the Board shall contain the following information and details, namely:-

(A) Conservation of energy - NA

(B) Technology absorption - NA

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

1. On Travelling Expenses ` 192265/-

2. Earnings in foreign currency (realized) on Export of Goods/Services on FOB Basis ` 8302139/-


CIN- U02710MP1979PLC001501



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