mukand vijayanagar steel limited...email: [email protected] directors’ report to the members of...

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MUKAND VIJAYANAGAR STEEL LIMITED

Registered

Office:

3rd Floor, Bajaj Bhawan,

Jamnalal Bajaj Marg, 226,

Nariman Point, Mumbai –

400021

CIN: U85110MH1995PLC235609

Email: [email protected]

DIRECTORS’ REPORT

To the Members of MUKAND VIJAYANAGAR STEEL LIMITED

Your Directors take pleasure in presenting the 22nd Annual Report of the Company along with the audited f inancial statements for the f inancial year ended 31s t March 2017.

1. Financial Results

Summary of Financial Results for the year ended 31.03.2017 is as under:

(Amount Rs.)

Particulars Financial Year

2016-17 2015-16

Total Income - 30,000

Total Expenses 7,80,013 1,53,756

Prof it / ( loss) for the year (7,80,013) (1,23,756)

2. Project Review and Operations

The Board of Directors of the Company on 12th January, 2017, has considered and approved, a Scheme of Arrangement and Amalgamation amongst Mukand Limited and Mukand Alloy Steels Private Limited and the Company and their respective shareholders and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for transfer of Alloy Steel Roll ing & Finishing business of Mukand Limited. The Appointed Date for Slump Sale and Amalgamation under the Scheme is 1st January, 2017. The Scheme is subject to the approval of the shareholders, creditors and other competent statutory/regulatory authorit ies. An applicat ion in this regard has been f i led with the National Company Law Tribunal.

3. Dividend / Transfer to Reserves

The Company has not commenced its commercial operations and as such has no prof it f rom operations for the year under review, hence no

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dividend is recommended nor any amount is proposed to be transferred to reserves.

4. Subsidiary / Holding Company

In view of the acquisit ion / subscript ion of the entire paid up equity share capital of the Company by Mukand Limited, the Company has become wholly owned subsidiary Company of the said Company with effect from 30 t h December, 2016.

5. General Meeting

During the year under review, two Extra Ordinary General Meetings of the members of the Company were held and the resolutions were approved with requisite majority thereat, details of which are as under:-

Sr.

No.

Date of

EGM Particulars of Resolution in brief

Ordinary /

Special

1 19/12/2016

Increase in Authorised Share

Capital Ordinary

Amendment in Memorandum of Association of the Company pursuant to Increase in Authorised Share Capital

Ordinary

Amendment in Articles of Association of the Company pursuant to Increase in Authorised Share Capital

Special

2 28/12/2016 Approval for Issue of equity shares on Preferential basis

Special

6. Material Changes and Commitments

There have been no material changes and commitments, affecting the f inancial posit ion of the Company, which have occurred between the end of the f inancial year of the Company and the date of this report.

7. Share Capital

The paid up Equity Share Capital of the Company was Rs. 7,06,62,430/- as on 31s t March 2017 (Previous Year: Rs. 7,00,000/-).

During the year under review:

i . The Authorized Share capital of the Company was increased to Rs. 7,50,00,000/- (Rupees Seven Crore Fif ty Lakhs only) divided into 75,00,000 equity shares of face value Rs. 10/- (Rupees Ten Only) each.

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i i . The Company had issued and al lotted 69,96,243 equity shares to

Mukand Limited ( ‘ the holding company’) on preferential basis which rank pari passu with the exist ing Equity Shares.

8. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

9. Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator, Court or Tribunal impacting the going concern status and the Company’s operat ions in future.

10. Particulars of Loans, Guarantees and Investments

The Company has neither given any loans/guarantees to any other entit ies nor has made any investments during the f inancial year.

11. Related Party Transactions

There were no related party transactions entered into by the Company during the f inancial year which attracted the provisions of Section 188 of the Companies Act, 2013 as all related party transact ions that were entered into by the Company during the year were on an arm’s length basis and were in the ordinary course of the Company's business. Hence there are no transactions which are required to be disclosed in Form AOC-2.

12. Director’s Responsibility Statement

Pursuant to clause (c) of sub-sect ion (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparat ion of the annual accounts, the applicable accounting

standards have been followed and no material departures have been made therefrom;

i i . the directors have selected such accounting pol icies and applied them consistent ly 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 for the f inancial year ended as at 31s t March, 2017 and of the loss of the Company for the said period;

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i i i . the directors have taken proper and suff icient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulari t ies;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the Company being an unlisted public company, is not required to lay down internal f inancial controls to be followed by the Company; and

vi. 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.

13. Extract of Annual Return

The extract of the Annual Return as provided under sub-sect ion (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report as Annexure A .

14. Board of Directors & Key Managerial Personnel

A. Board of Directors:

The Board of Directors of the Company as on 31s t March, 2017 consists of four non-executive directors as per details given below:

a) Mr. Virendra K. Mital - Chairman b) Mr. R. Jagannathan - Vice – Chairman c) Mr. Umesh V. Joshi d) Mr. Satish K. Ahluwalia

Mr. Virendra K. Mital (DIN: 00376830) and Mr. Umesh V. Joshi (DIN:

00152567), Non-Executive Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment. The Board recommends their reappointment at the ensuing Annual General Meeting. None of the Directors draws any remuneration from the Company.

B. Key Managerial Personnel:

Since the paid-up capital of the Company is less than Rs. 10 crore, the provisions of Section 203 of the Companies Act, 2013 relat ing to appointment of Key Managerial Personnel, i.e. Managing Director, or

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Chief Executive Off icer or Manager and in their absence a Whole-time Director; and Chief Financial Off icer are not applicable to the Company.

15. Declaration of Independence

The provisions of Section 149 of the Companies Act, 2013 relating to appointment of independent directors are not applicable to the Company.

16. Board Meetings

The Board of Directors of the Company met eight t imes during the year under review on 21.05.2016, 11.08.2016, 26.11.2016, 19.12.2016, 28.12.2016, 30.12.2016, 12.01.2017 and 10.03.2017. The particulars of attendance of the Board of Directors at the said meetings are provided in the table below.

Name of Director Number of Board Meetings held during the year

Number of Board Meetings attended during the year

Mr. Virendra K. Mital 8 4 Mr. R. Jagannathan 8 8 Mr. Umesh V. Joshi 8 8 Mr. Satish K. Ahluwalia 8 8

17. Corporate Social Responsibil ity(CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to CSR init iat ives which need to be undertaken by a Company are not applicable to the Company.

18. Directors’ Remuneration Policy & Criteria for Matters under Section

178

The Company is not required to constitute any Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and accordingly the Company has not formulated a Remunerat ion policy or criteria for appointment and remuneration for the directors, Key Managerial Personnel and other employees.

19. Risk Management Policy

The process of identif ication and evaluation of various risks inherent in the business environment and the operations of the Company and

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init iation of appropriate measures for prevention and/or mit igat ion of the same are dealt with by the Board of Directors of the Company.

20. Adequacy of Internal Financial Controls

The Company has adequate internal control systems commensurate with its current size of operations to ensure proper recording and accounting of f inancial and operat ional information in compliance with regulatory and statutory requirements applicable to the Company.

21. Performance Evaluation of the Board

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, relat ing to the evaluation performance of the Board, individual directors, including the Chairman of the Board and that of its committees is not applicable to the Company since the paid up capital of the Company is less than Rs. 25 crore.

22. Conservation of Energy, Technology Absorption and Foreign

Exchange Earnings & Outgo

The statutory disclosures in accordance with the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservat ion of energy, technology absorption and earnings in foreign exchange are not required to be made as the Company is yet to commence its business operations and the project is in the process of being set up. There was no foreign exchange outgo/earnings during the year ended March 31, 2017.

23. Particulars of Employees

There were no employees employed throughout or part of the year whose remunerat ion was within the purview of the l imits prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the current auditors of the Company, M/s. Lodha & Co., Chartered Accountants (Firm Registration No. 301051E) were appointed by the shareholders at the 19 t h Annual

I. REGISTRATION AND OTHERS DETAILS

i) CIN U85110MH1995PLC235609

ii) Registration Date 08/09/1995

iii) Name Of The Company MUKAND VIJAYANAGAR STEEL

LIMITED

iv) Category /Sub-Category Of The Company Company having Share Capital

v) Address of the Registered office and contact details 3rd Floor, Bajaj Bhawan, Jamnalal Bajaj

Marg, 226, Nariman Point, Mumbai,

Maharashtra 400021

Ph: 022 61216666

Fax: 022 22021174

vi) Whether Listed Company (Yes/No) No

vii) Name, Address and Contact details of Registrar and Transfer Agent,

if any

Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No.

Name and Description of Main Products/ Services NIC Code Of The Product /Service % to total turnover of the Company

1 Manufacture of Alloy Steel bars, rods, structurals, rails 27151 0% *

III.

Sr. No.

Name and Address of the Company CIN / GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1 Mukand Limited L99999MH1937PLC002726 Holding 100.00 2(46)

ANNEXURE - A

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : NOT APPLICABLE

Mukand Vijayanagar Steel Limited

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

All the business activities contributing 10 % or more of the total turnover of the company shall be started

CIN: U85110MH1995PLC235609

*The Company is yet to commence its operations

IV.

Categary of Shareholders % change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total Shares

A. Promoters

1. Indian

a. Individual/HUF 0 0 0 - 0 0 0 - -

b. Central Govt. 0 0 0 - 0 0 0 - -

c. State Govt. 0 0 0 - 0 0 0 - -

d. Bodies Corp. 0 13999 13999 19.999 0 7066243 7066243 100.000 80.001

e. Bank/ FI 0 0 0 - 0 0 0 - -

f. Any Other 0 0 0 - 0 0 0 - -

Sub-Total (A)(1) 0 13999 13999 19.999 0 7066243 7066243 100.000 80.001

2. Foreign -

a. NRI- Individuals 0 0 0 - 0 0 0 - -

b. Other Individuals 0 0 0 - 0 0 0 - -

c. Bodies Corporate 0 0 0 - 0 0 0 - -

d. Banks/FI 0 0 0 - 0 0 0 - -

e. Any Other 0 0 0 - 0 0 0 - -

Sub-Total (A)(2) 0 0 0 - 0 0 0 - -

Total Shareholding Of Promoter (A) =

(A)(1) + (A)(2)

0 13999 13999 19.999 0 7066243 7066243 100.000 80.001

B. Public Shareholding

1. Institutions

a. Mutal Funds 0 0 0 - 0 0 0 - -

b. Bank/ FI 0 0 0 - 0 0 0 - -

c. Central Govt. 0 0 0 - 0 0 0 - -

d. State Govt(s) 0 0 0 - 0 0 0 - -

e. Venture Capital Funds 0 0 0 - 0 0 0 - -

f. Insurance Companies 0 0 0 - 0 0 0 - -

g. FIIs 0 0 0 - 0 0 0 - -

h. Foreign Venture Capital 0 0 0 - 0 0 0 - -

i. Others (specify) 0 0 0 - 0 0 0 - -

Sub-Total (B)(1) 0 0 0 - 0 0 0 - -

2. Non- Institutions

a. Body Corporate

i. Indian 0 55996 55996 79.994 0 0 0 - (79.994)

ii. Overseas 0 0 0 - 0 0 0 - -

b. Individuals

i. Individual shareholders

holding nominal share capital

upto Rs. 1 lakh

0 5 5 0.007 0 0 0 - (0.007)

ii. Individual shareholders

holding nominal share capital

in excess of Rs. 1 lakh

0 0 0 - 0 0 0 - -

c. Others (specify)

i.Clearing members 0 0 0 - 0 0 0 - -

ii.NRIs 0 0 0 - 0 0 0 - -

iii.Trusts (Employee Welfare Funds) 0 0 0 - 0 0 0 - -

iv.Non Promoter - Non Public

Employee Welfare Funds

0 0 0 - 0 0 0 - -

Sub-Total -B-(2) 0 56001 56001 80.001 0 0 0 - (80.001)

Total Public Shareholding (B) = (B)(1) +

(B)(2)

0 56001 56001 80.001 0 0 0 - (80.001)

C. Shares held by Custodian for GDRs &

ADRs

0 0 0 - 0 0 0 - -

Grand Total (A+B+C) 0 70000 70000 100.000 0 7066243 7066243 100.000 -

No. of Shares % of total shares

of the Company

% of shares

pledged/

encumbered to

total shares


of the Company

% of shares

pledged/

encumbered to

total shares

1 Mukand Limied 13999 19.999 - 7066243 100.000 - 80.00

TOTAL 13999 19.999 - 7066243 100.000 - 80.00

% Change in

shareholding

during the year

Shareholder's NameSr.

No.

No. of shares held of the beginning of the year (1st April, 2016) No. of shares held of the end of the year (31st March, 2017)

SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Categary-wise Share Holding

ii) Shareholding of PromotersNo. of shares held of the beginning of the year (1st

April, 2016)

No. of shares held of the end of the year (31st March,

2017)


of the Company


of the Company

At the begining of the year 13999 100.000 13999 100.000

Date wise increase/ decrease in Promoters

Shareholding during the year specifying the

reasons for increase / decrease (e.g.

Allotment / transfer/ bonus/ sweat equity

etc.)

# # # #

At the end of the year 7066243 100.000 7066243 100.000

Sr.

No.Name Date

increase/decrease

in shareholdingReason


of the Company


of the Company

At the beginning of the year 13999 19.999

1 Mukand Limited 56001 80.001 30/12/2016 56001 Purchase/

Acquisition

70000 100.00

2 Mukand Limited 6996243 99.01 30/12/2016 6996243 Allotment 7066243 100.00

At the end of the year 7066243 100.00

Sr.

No.

For Each of the top 10 Shareholders No. of Shares % of total shares

of the Company


of the Company

1 Jeewan Limited 13999 19.999 0 0.000

2 Sidya Investments Limited 13999 19.999 0 0.000

3 India Thermal Power Limited 13999 19.999 0 0.000

4 Adore Builders and Developers Limited 13999 19.999 0 0.000

Sr.

No.

Date increase/ decrease

in shareholding

Reason

For Each of the Directors & KMP No. of Shares % of total shares

of the Company


of the Company

Directors

1 Virendra K. Mital - Chairman 0 0.000 - - - 0 0.000

2 R. Jagannathan - Vice-Chairman 0 0.000 - - - 0 0.000

3 Umesh V. Joshi^ 1 0.000 - - - 1 0.000

4 Satish K. Ahluwalia 0 0.000 - - - 0 0.000

Shareholding at the beginning of

the year (1st April, 2016)

iii) Change in Promoters' Shareholding (please specify, if there is no change)Sr.

No.


the year (1st April, 2016)

Cumulative Shareholding during the

year

# Change in Promoters' Shareholding

Shareholding at the end of the year

(31st March, 2017)

v) Shareholding of Directors and Key Managerial Personnel

iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)


the year (1st April, 2016) / at the end

of the year (31st March, 2017)


year (1st April, 2016 to 31st March,

2017)


the year (1st April, 2016) / at the end

of the year (31st March, 2017)

^Mr. Umesh V. Joshi hold shares as nominee of Mukand Limited


year

Note:

V.

(Amount in Rs.) Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

INDEBTEDNESS AT THE

BEGINNING OF THE FINANCIAL

YEAR

i.Principal Amount - 69,173,036 69,173,036

ii.Interest due but not paid - 4,352 4,352

iii.Interest accrued but not due - 148 148

Total (i+ii+iii) - 69,177,536 69,177,536

Changes in indebtedness during the

financial year

*Addition - - -

*Reduction - 69,077,536 69,077,536

Net Change - 69,077,536 69,077,536

INDEBTEDNESS AT THE END OF

THE FINANCIAL YEAR

i.Principal Amount - 100,000 100,000

ii.Interest due but not paid - - -

iii.Interest accrued but not due - - -

Total (i+ii+iii) - 100,000 100,000

VI.

Sr

No

Particulars Of Remuneration

(in Rs.)

Mr. Virendra K.

Mital

Mr. R.

Jagannthan

Mr. Umesh V.

Joshi

Mr. Satish K.

Ahluwalia

1 Independent Directors

Fee for attending Board Meetings Nil Nil Nil Nil Nil

Committee Meetings Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil

Others, please specify

Independent Directors Meeting Nil Nil Nil Nil Nil

TOTAL (1) Nil Nil Nil Nil Nil

2 Other Non-Executive Directors

Fee for attending Board Meetings Nil Nil Nil Nil Nil

Committee Meetings Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil

Others, please specify Nil Nil Nil Nil Nil

TOTAL (2) Nil Nil Nil Nil Nil

TOTAL (B) = (1+2) Nil Nil Nil Nil Nil

Total Managerial Remuneration

Overall Ceiling as per the Act

INDEBTEDNESS

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

The Company

has neither

invited nor

renewed any

Deposits

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director , Whole-Time Directors and /or Manger :

The Company has not appointed any Key Managerial Personnel during the period under review.

B. Remuneration to other directors:

Name of DirectorsTotal Amount

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

The Company has not appointed any Key Managerial Personnel during the period under review.

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