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
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.
Registered Office: Dewas Metal Sections Ltd.
CIN- U02710MP1979PLC001501
Village Amona AB Road DEWAS- 455001(M.P.) By Order of the Board
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
Village Amona AB Road DEWAS- 455001(M.P.) By Order of the Board
PLACE: DEWAS ANJAN SHAH ARADHYA BAHETI DATE:26/06/2017 (DIN: 00696395) (DIN: 00660745)
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/-
Registered Office: Dewas Metal Sections Ltd.
CIN- U02710MP1979PLC001501
Village Amona AB Road DEWAS- 455001(M.P.) By Order of the Board
PLACE: DEWAS ANJAN SHAH ARADHYA BAHETI DATE:26/06/2017 (DIN: 00696395) (DIN: 00660745)