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शारदा एनर्जी एंड मिनरल्स निदेशकों की रिपोर्ट, शारदा एनर्जी एंड मिनरल्स निर्देशकों द्वारा रिपोर्ट

शारदा एनर्जी एंड मिनरल्स

बीएसई: 504614  |  NSE: SARDAEN  |  ISIN: INE385C01013  |  Steel - Sponge Iron

खोजें शारदा एनर्जी एंड मिनरल्स कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

The directors take pleasure in presenting the 45th Annual Report on business and operations of your Company for the financial year ended 31st March, 2018.

Financial Performance (Rs. in crore)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue from operations

1,515

1,147

2,217

1,571

Exports

68

20

622

221

EBIDTA

361

207

472

284

Depreciation

49

47

73

69

Finance cost (Net)

36

42

97

94

Exceptional item - (income) /expense

8

(44)

8

(28)

Profit before tax

268

162

294

150

Provision for tax

80

31

90

23

Net Profit

188

131

206

127

Review of performance

The year 2017 was marked by a number of key structural initiatives to build strength across macro-economic parameters for sustainable growth in the future. The growth in the first half of the year suffered despite global tailwinds. However, the weakness seen at the beginning of 2017, seems to have bottomed out as 2018 set in. Currently, the economy seems to be on the path to recovery, with indicators of industrial production, stock market index, auto sales and exports having shown some uptick. We believe that India''s economic outlook remains promising and is expected to strengthen further in FY 18-19. However, the signs of green shoots should not be taken for granted as downside risks remain.

The year gone by has been historic in terms of achievements. During the year your Company achieved highest ever iron ore, Pellet, Billet, wire rod, ferro alloys and hydro power production, highest ever export and also highest ever revenue and profit. The production of other products were also in line with previous year. During the year, the Company had undertaken replacement of second turbine with a new energy efficient turbine which got completed in March 2018. The Company also operated its iron ore mine for the full year. Your Company fulfilled all its financial obligations on time. The Debt-Equity ratio of your Company as on 31st March, 2018 stood at 0.10:1 as against 0.16:1 in the previous year.

During the year, your Company at standalone levels, exported 8,578 MTs of ferro alloys as against 3,532 MTs in previous year. Your Company also exported 2,705 Mts of Wire Rod for the first time. During the year, your Company for the first time, exported 15,195 MTs of iron ore pellets through merchant exporter.

Stakeholders are requested to refer the detailed analysis of the performance given in the Management Discussion and Analysis Report appended hereto.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. Further, there was no change in the nature of the business of the Company during the year.

Dividend

Your Directors are pleased to recommend dividend of Rs.5/- (i.e. 50%) per equity share for the financial year 2017-18 which is also highest ever dividend declared by the Company (last yearRs. 4/- per equity share). The dividend if approved by the shareholders in the ensuing Annual General Meeting will be paid as per the applicable provisions.

During the year, your Company has transferred the unpaid dividend amount in respect of the F.Y. 2009-10 to the Investor Education and Protection Fund.

During the year, a sum of Rs.1,043 lakh has been transferred to General Reserves from Debenture Redemption Reserve on account of full redemption of the Non-convertible Debentures issued by the Company.

Subsidiaries / Controlled Entities / Joint Ventures

During the year, your Company exited from one of the Joint Ventures - Godawari Natural Resources Limited, which was formed for acquisition of mines. No mines were acquired in the company. During the year, due to allotment to another promoter company towards its commitment in the project cost, there is a slight reduction of 2.92% in the stake of the Company in Madhya Bharat Power Corporation Limited.

A brief on the performance/business operations of subsidiaries/controlled entities/joint ventures consolidated with your Company is given hereunder:

Subsidiaries

- Sarda Energy & Minerals Hongkong Limited, Hongkong (SEMHKL), is a wholly owned subsidiary, functioning as global investment arm of your Company. During the year under review, the subsidiary reported a net profit of Rs. 14.27 crore as against net profit of Rs.25.64 crore in the previous year. The company has paid a dividend of USD 2.25 Mn during the year (Pr. Year NIL).

- Sarda Global Venture Pte. Limited Singapore (SGV), a wholly owned subsidiary, has acquired economic interest in coal mines in Indonesia. The company has entered into a JV with Indorama group for the coal mine in Indonesia. The mining activities have started. During the year under review the venture extracted 1,23,656 MTs of coal. The subsidiary reported a net loss of Rs.1.63 crore as against net profit of '' 0.90 crore in the previous year

- Sarda Global Trading DMCC, Dubai (SGT), a wholly owned subsidiary, has been incorporated in March, 2018 with the object of trading in metals ores and firewood. The Company is yet to start its activities. Your Company has paid the initial capital in SGT during the current financial year (2018-19).

- Sarda Metals & Alloys Limited (SMAL), a wholly owned subsidiary is operating 2 x 33 MVA Ferro Alloys plant backed by 80 MW captive thermal power plant. During the year, power generation was 499.37 MU as compared to 488.89 MU in the previous year. The ferro alloys production stood at 83,760 MTs as against 61,578 MTs in the previous year. The company is not able to utilise its power generation capacity at full level due to poor demand and uneconomical price of power in open market. The annual power supply contract with Telangana Discom expired in May, 2017. The company is planning to increase the capacity of Ferro alloys plant to utilise the surplus power capacity. This will further inprove operating and financial performance of the company.

However the Company achieved growth of 126% in the exports achieving export of 75,650 MTs against 33,468 MTs in the previous year. The Company is a recognized Two Star Export House.

During the year on the back of excellent operating performance, the company turned around and reported a net profit of '' 16.59 crore as agaisnt loss of Rs.17.75 crore in P.Y.

- Sarda Energy Limited (SEL), a wholly owned subsidiary was incorporated as an SPV to put-up 1,320 MW super critical IPP thermal power project in Chhattisgarh. As reported earlier, the company has abandoned the project. The funds lying idle with the Company have been invested in Madhya Bharat Power Corporation Limited as part of promoters'' contribution. During the year under review, the subsidiary reported a net profit of '' 0.20 crore as against net profit of Rs.0.92 crore in the previous year.

- Parvatiya Power Limited (PPL) is operating 4.8 MW Loharkhet Hydro Power project in Bageshwar district of Uttarakhand. The Plant is set up on River Sarju. The Company has supplied 182.67 lakh KWh (Previous Year 190.98 lakh KWh) to the state grid. The variation in generation was mainly because of delayed monsoon. The plant enjoys debt free operations since financial year 2017-18 post repayment of entire term loan availed for construction of the project. It is proposed to enhance the capacity of the Plant by setting up an additional unit of 2.5 MW. This will improve the generation of power during the rainy season.

During the year, the Company has earned profit after tax of Rs.5.22 crore (Previous Year Rs.3.22 crore). During the year, the Company has made investment in M/s Sarda Dairy & Food Products Limited resulting into increase its holding from 18.06% to 19.90%. Your Company continues to hold 51% stake in PPL.

- Madhya Bharat Power Corporation Limited (MBPCL) is implementing 96 MW (2X48) Rongnichu HEP near Gangtok in East Sikkim. It is a run of the river scheme based on the River Rongnichu . It is a CDM registered project. The construction works of the project are consistently progressing ahead. 92% excavation works of critical underground tunnel is complete and concrete lining is under progress. Lining works of surge shaft has been completed. Substantial excavation works of Barrage and Power House Complex is complete and concreting works are under progress. Construction of transmission line works has commenced and shall be completed in the next financial year. Delivery of electro-mechanical equipments have started. The projected is expected to be commissioned in FY 2019-20.

Your Company has infused Rs.107.10 crore in MBPCL during the year under review. The balance amount of the equity to be infused by your Company in the project is Rs.10.93 crore. Your Company holds 77.96% stake in the project (65.67% directly and 12.29% through its wholly owned subsidiary Sarda Energy Limited) as compared to 80.87 % in the previous financial year.

- Sarda Hydro Power Private Limited (SHPPL), has been allotted 24 MW Kotaiveera and 9 MW Ganeshpur small hydro projects in the state of Chhattisgarh. The projects are in clearance stage. Your Company continues to hold 60% stake in this Company. Several NOCs have been obtained for 24 MW Kotaiveera SHP and survey works for forest land acquisition has started.

- Raipur Fabritech Private Limited (RFPL) has been incorporated to undertake steel fabrication activities at the site of closed steel plant of your Company. The company is yet to start operations. Your Company holds 52.38% stake in RFPL. Your Company is considering dissolution of this company.

- Raipur Industrial Gases Private Limited (RIGPL) has been incorporated to undertake activities related to production of industrial gases. The Company is yet to start operations. Your Company holds 51% stake in RFPL. Your Company is considering dissolution of this company.

- Natural Resources Energy Private Limited (NREPL) is an SPV to carry on the business of development of mines and minerals, generation and trading of power and infrastructure development. The company had participated in the auction of coal mines as an SPV. The entire share capital of the company is held by SEML and its wholly owned subsidiary SMAL.

Controlled Entities

- Chhattisgarh Hydro Power LLP (CHPLLP), Chhattisgarh Hydro Power LLP (CHPLLP) is pioneer in the state of Chhattisgarh in implementation of Hydro Power projects under IPP route. The firm has been allotted four run of river scheme small hydel power projects with total installed capacity of 77 MW.

The first 24 MW project at Gullu was synchronized with state power grid on 31.03.2017 and has achieved commercial production in July, 2017. The firm has signed long term power purchase agreement with Chhattisgarh State Power Distribution Company Limited for a period of 35 years for supply of power from the project. During the first year of its operation, the Plant has generated 553.92 lakh units post commercial production and has earned the profit of Rs.4.62 crore. The Plant has contributed to the socio-economic development of the remote area on account of improved irrigation from storage and regulated release of water, promotion of tourism, creation of job opportunities and improvement in the local access roads. Your Company holds 60% stake in the LLP.

The second 24 MW Rehar project has obtained first stage forest clearance and various NOCs from CREDA, TEC, Tourism Dept., Gram Panchayat, WRD & Collector. Forest and private land acquisition is under progress. The firm expects to start work on the project during the current year.

- Shri Ram Electricity LLP (SRELLP) was incorporated as a special purpose vehicle (SPV) for setting up a captive thermal power plant of 40 MW in the State of Chhattisgarh. In view of the cancellation of coal linkage for the power project, the LLP has dropped the project. The entity reported a net profit of Rs.0.08 crore in line with the previous year. Your Company continues to hold 51% stake in SRELLP. The firm will be dissolved once coal allocation related matters are closed.

Joint Ventures

- Raipur Infrastructure Company Limited (RICL) was operating a private Railway Siding in Mandhar, Raipur. The lease agreement of the siding was vaild upto 31.03.2018. The company had applied for extension of lease. However railway has turned down request of the company for renewal of the lease agreement in view of requirement of loopline at the station. Necessary impairment in asset value has been recognized in the June 2018 quarter. During the year 2017-18 the Company had earned net profit of Rs.3.76 crore as against Rs.0.77 crore in the previous year. The company is pursuing with the Railways for getting refund of Rs.5 crore deposited as security for siding at Odisha. Your Company holds one third share in the Joint Venture.

- Madanpur South Coal Company Limited (MSCCL), a SPV was allotted Madanpur South Coal Block in consortium. The Supreme Court had cancelled all coal block allotments. During the FY 2017-18, MSCCL has received compensation of Rs.3.38 Crore towards cost for Geological Reports from the Coal Controller. Since no further business activity is planned, MSCCL has utilized part of these funds to buyback part of the equity shares. All the JV partners, except M/s

Akashya Ispat Udyog Private Limited. (AIUPL), have tendered the shares against the above buyback in proportion to their respective shareholding in MSCCL. Due to non-tendering of shares by AIUPL, the stake of your Company has reduced from 20.63% as on 31.03.2017 to 20.13% as on 31.03.2018. MSCCL still holds certain assets, including land, acquired for the project. MSCCL would be wound-up after disposal of these assets.

A report on the performance and financial position of each of the subsidiaries, associates and joint ventures as per the Companies Act, 2013 and their contribution to the overall performance of the Company during the period under report is provided as part of the Consolidated Financial Statements and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website www.seml.co.in. under the head corporate governance/policies under the Investors'' section.

Consolidated financial statements

The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.

In accordance with Section 136 of the Companies Act, 2013, the Audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website www.seml.co.in. These documents are also available for inspection during business hours at our registered office.

ESOP Scheme

Your Company treats its human capital as the most valued asset and as a gesture of its feeling, your Company has implemented SEML ESOP Scheme 2012 for the employees and directors of your Company and its subsidiaries. During the year 2017-18, 18,837 ESOPs were exercised. As on 31st March, 2018, no options remain outstanding.

The disclosures required to be made in the Directors'' Report in respect of the aforesaid ESOP Scheme, are contained in Annexure A forming part of the Directors'' Report.

Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Padam Kumar Jain, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Mr. Padam Kumar Jain also holds the office of Chief Financial Officer.

Brief profile of Mr. Padam Kumar Jain, who is proposed to be appointed / re-appointed, nature of his expertise in specific functional areas, names of the companies in which he holds directorships and his shareholding in the Company is provided in the Corporate Governance Report forming part of the Annual Report.

During the year under review, the members approved the re-appointment of Mr. Pankaj Sarda as Director liable to retire by rotation. Further, the members also approved re-appointment of Mr. Pankaj Sarda as Whole-time Director for a term of five year w.e.f. 1st November, 2017, liable to retire by rotation. The Board of Directors of the Company, on the recommendation of the Nomination & Remuneration Committee, in its meeting held on 04.11.2017, approved the elevation of Mr. Pankaj Sarda, to the position of Jt. Managing Director w.e.f. 04.11.2017 for the remaining of his term without any change in other terms and conditions of his appointment.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act and the Listing Regulations.

Pursuant to the provisions of the Companies Act and the Listing Regulations, the Board of Directors (Board) has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors. The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The evaluation of Independent Directors was carried out without the presence of concerned Director. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors. Key criteria''s for performance evaluation are given in Annexure B to directors'' report.

Your Company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy is approved by the Nomination & Remuneration Committee of the Company. Remuneration Policy for Directors, Key Managerial Personnel and other employees marked as Annexure C to directors'' report.

Your Company with the approval of Nomination & Remuneration Committee has adopted a policy on Board diversity and the recommendation of candidature for Board appointment will be based on merit that complements and expands the skills, experience and expertise of the Board as a whole, taking into account gender, age, professional experience and qualifications, cultural and educational background, and any other factors that the Board might consider relevant and applicable from time to time towards achieving a diverse Board. The criteria for determining Qualification, positive attributes and Independence of director is enclosed as Annexure D to directors'' report.

Familiarization programmes for Board Members

The Familiarization program aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities. Your Company provides information to familiarize the Independent Directors with the strategy, operations and functions of the Company. The Board members are also taken to the sites of subsidiaries to understand and review their functions.

At various Board meetings during the year, the Board members are provided with information/ presentations and are given the opportunity to interact with the Senior Management of your Company to help them to understand the Company''s strategy/policies, business model, operations, products, markets, organization structure, finance, human resources, technology, quality, facilities and risk management, changes in the regulatory environment applicable to the corporate sector and to the industry in which it operates and such other matters as may arise from time to time.

Quarterly presentations on operations made to the Board include information on business performance, operations, safety, market scenario, financial parameters, working capital management, fund flows, senior management change, major litigation, compliances, subsidiary information, donations, regulatory scenario, etc.

The policy on familiarization programmes for Independent Directors is posted on the website of the Company www. seml.co.in. and can be accessed under the head corporate governance/policies under the Investors'' section.

Directors'' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key managerial personnel

During the year, there was no change in the Key Managerial Personnel.

Auditors and Auditors'' Report

Statutory Auditors

At the Annual General Meeting for the financial year 2013-14 held on 29th September, 2014, M/s. O.P. Singhania & Co., Chartered Accountants, Raipur were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting (AGM) to be held in the calendar year 2019.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, M/s. O.P. Singhania & Co., Statutory Auditors, have confirmed that they are eligible to continue as Statutory Auditors of the Company for the Financial Year ending 31st March, 2019 and accordingly M/s. O.P. Singhania & Co. will continue to be the Statutory Auditors of the Company for Financial Year ending 31st March, 2019.

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.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company, in respect of various manufacturing activities are required to be audited.

The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs. M/s. S.N. & Co., Cost and Management Accountants, were appointed as the Company''s Cost Auditor.

Your Directors have, on the recommendation of the Audit Committee, appointed M/s. S.N. & Co., Cost and Management Accountants, to audit the cost accounts of the Company on a remuneration of '' 1.60 lakh for the year 2017-18.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors:

i) for 2017-18 has been ratified by the members in the Annual General Meeting held on 28.09.2017.

ii) for 2018-19 is being placed before the members in the ensuing annual general meeting for ratification.

Secretarial Auditor

The Board has appointed S.G. Kankani & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as Annexure E to this Report.

With reference to the comment of the secretarial auditors regarding non-submission of information to Calcutta Stock Exchange, your Directors wish to inform that the Company had complied with all requirements for delisting of its shares from Calcutta Stock Exchange (CSE) in February, 2004. The delisting application is still pending on the part of CSE. In view of the pendency of delisting application, the Company has stopped sending any information to the Calcutta Stock Exchange and has also reported the matter to SEBI.

With reference to the comment of the Secretarial Auditor regarding delay in submission of Financial Results for the Financial Year ended 31st March, 2017 with BSE Limited & National Stock Exchange of India Limited, your Directors wish to inform that the Board Meeting of the Company was convened on 30th May, 2017 for approval of the Financial Results. However, for want of quorum, the meeting was adjourned and the adjourned meeting was held after seven days i.e. on 6th June, 2017, as per the provisions of the Companies Act, 2013. As a result, the above delay occurred.

Corporate Social Responsibility (CSR)

With the objective of sustainable development and continual improvement, your Company adopts a voluntary and proactive approach to CSR to connect with the society by creating a sense of belonging. Your Company strives for sustainable development programs in partnership with the community.

Members are requested to refer the Corporate Governance Report forming part of this annual report for the composition of the CSR Committee. The CSR policy of the Company is available on the website of the Company - www.seml.co.in under the head corporate governance/policies under the Investors'' section. The annual report on the CSR activities is annexed as Annexure F to this report.

The Company''s CSR initiatives usually involve setting the foundation of various programs at a small scale to learn from on-ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum benefit to the community. During the year, the Company''s spend on the CSR activities has been marginally less than the required amount. The amount spent on CSR fell slightly short of the required spending due to ongoing CSR activities where some activities were under completion as at the end of the year for which the funds were to be released after completion. Accordingly, the amount short spent shall be spent during the year 2018-19.

Corporate Governance

Pursuant to the Listing Regulations, Corporate Governance Report along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance is made a part of the Annual Report.

Disclosures

Board/Committees/Vigil Mechanism

The Board of Directors met 6 (six) times during the financial year 2017-18. The details of the composition of Board of Directors, Corporate Social Responsibility Committee, Audit Committee, other committees of the Board, meetings of the board and committees and attendance of directors at the Board and committee meetings and implementation of Vigil Mechanism are given in the Corporate Governance Report forming part of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made and guarantees given are given in note no. 11, 44, 3 and 39 to the standalone financial statements. The Company, in its capacity of promoter, has pledged 51% of its holding in Sarda Metals & Alloys Limited, and 60% of its holding in MBPCL with the lenders for loans granted to the respective companies by the lenders. The loans and the guarantees given are utilized by the recipients for their business purposes. Members are requested to refer the notes for details which are not repeated here for the sake of brevity.

Contracts and Arrangements with Related Parties

During the year, the Company did not have any contracts or arrangements with related parties in terms of Section 188 (1) of the Act. Also, there were no material related party contracts entered into by the Company and all contracts were at arm''s length and in ordinary course of business.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the justification for entering into such contracts or arrangements in Form AOC-2 does not form part of the report.

The Policy on materiality of related party transaction and dealing with related party transactions as approved by the Board may be accessed on the Company''s website - www.seml.co.in. under the head corporate governance/policies under Investor'' section.

Internal Financial Control

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 weakness in the design or operation were observed.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure G to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure H to this report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure I to this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure J to this report.

Risk Management

The Risk Management Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, accident, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

A Risk Management Policy approved by the Board of Director is in place. The Company monitors and manages the risks and uncertainties that can impact its ability to achieve its strategic objectives.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Options Scheme referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. The Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and such accounts and records are made and maintained.

7. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013].

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The disclosures/information/details disclosed/given elsewhere in the annual report have not been repeated again in the directors'' report for the sake of brevity. Members are requested to refer relevant sections for the information. All policies/disclosures required to be disclosed on the website are available under the Investors'' section on the website of the Company at www.seml.co.in.

Acknowledgement

Your Directors place on record their gratitude for the valuable guidance and support rendered by various Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, surrounding societies, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

On behalf of the Board of Directors

(K.K. Sarda)

Raipur Chairman & Managing Director

11th August, 2018 DIN: 00008170

स्रोत: रेलीगरे टेचनोवा

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