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24th Annual Report 2014-15

BOARD OF DIRECTORS

: SHRI A. K. KATARIA
(DIN 00435496)
SHRI UGAMRAJ M. HUNDIA
(DIN 00435229)
SHRI PRAKASHRAJ S. JAIN
(DIN 00435076)
SHRI ASHWIN A. KATARIA
(DIN 00434823)
SHRI CHANDRESH V. SHAH
(DIN 00434710)
SHRI PAWANKUMAR R. MURARKA
(DIN 00123602)
SHRI AMOL DALAL
(DIN 00458885)
SHRI PUKHRAJ JAIN
(DIN 02261061)
SHRI ASHISH SHAH
(DIN 00007201)
SHRI JITENDRA MAMTORA
(DIN 00139911)
MS. NIPA P. SHAH (W.E.F. 30/03/2015)
(DIN 07141281)

CHAIRMAN
JOINT MANAGING DIRECTOR
JOINT MANAGING DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
DIRECTOR
ADDITIONAL DIRECTOR

AUDITORS

: M/S MEHTA LODHA & CO.


CHARTERED ACCOUNTANTS

BANKERS

: UNION BANK OF INDIA


STATE BANK OF INDIA
IDBI BANK LTD.

REGISTERED OFFICE

: 401-402, FLORENCE
OPP. ASHRAM ROAD POST OFFICE,
ASHRAM ROAD,
AHMEDABAD - 380 009.
Email Id : ramcharan@realstrips.com
Website : www.realstrips.com
Telephone No. (079) 26580455, 26588788, 26581833
Fax No. (079) 40068261
CIN : L27100GJ1990PLC014383
CONTENTS
PAGE NO.
: SURVEY NO.245
Notice
2-6
VILLAGE : SARI
Directors'
Report
7-21
AHMEDABAD-BAVLA HIGHWAY
Management Discussion & Analysis
22-23
TALUKA : SANAND
DIST : AHMEDABAD
Report on Corporate Governance
24-32
PIN CODE - 382 220.
Auditors' Certificate on Corp. Governance
33

WORKS

REGISTRAR AND SHARE


TRANSFER AGENTS
: M/S MCS SHARE TRANSFER AGENT LIMITED
101, SHATDAL COMPLEX,
1ST FLOOR,
OPP BATA SHOW ROOM,
ASHRAM ROAD,
AHMEDABAD - 380 009.

CEO/CFO Certificate
Independent Auditors' Report

33
34-37

Balance Sheet

38

Statement of Profit & Loss

39

Cash Flow Statement


Notes to Account

40
41-55

NECS Mandate Form


MGT-11 Form/Attendance Slip

56
57-58

Map of the AGM Venue

59

24th Annual Report 2014-15

NOTICE
24th

NOTICE is hereby given that the


Annual General Meeting of the members of REAL STRIPS LIMITED will be held on
Thursday the 24th September, 2015 at the Atma Hall (Ahmedabad Textile Mills Associations), Ashram Road, Ahmedabad380 009 at 5:00 p.m. to transact the following business:ORDINARY BUSINESS
1.

To consider and adopt the Audited Balance Sheet as on 31st March, 2015 and Statement of Profit and Loss for the
year ended on 31st March, 2015 together with Directors and Auditors Report thereon.

2.

To appoint a Director in place of Shri Ugamraj Hundia who retires by rotation and is eligible for re-appointment.

3.

To appoint a Director in place of Shri A.K. Kataria who retires by rotation and is eligible for re-appointment.

4.

To ratify the appointment of M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants, as
approved by Members at the Twenty Third Annual General Meeting as Statutory Auditors of the Company, to hold
office until the conclusion of Twenty Seventh Annual General Meeting, and to fix their remuneration for the
financial year ending 31st March, 2016.

SPECIAL BUSINESS
5.

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary
Resolution
RESOLVED THAT Ms. Nipa P. Shah (DIN 07141281) who was appointed as an Additional Director of the Company
by the Board of Directors with effect from 30th March, 2015 and who holds office until the date of this Annual
General Meeting, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has
received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention
to propose Ms.Nipa P. Shah as a candidate for office of a Director of the Company, be and is hereby appointed as
Independent Director of the Company.

6.

To consider and if thought fit, to pass with or without modification(s) the following resolution as
Resolution

an Ordinary

RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), the M/s. N.D Birla & Co. appointed by the Board of Directors of
the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March,
2016, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and
take all such steps as may be necessary, proper or expedient to give effect to this Resolution.

By Order of the Board

Place: Ahmedabad

A. K. Kataria

Date: 11th August, 2015

Chairman

Registered Office:
401-402, Florence,
Opp. Ashram Road Post Office,
Ashram Road, Ahmedabad-380 009
Phone

: +91 79 26580455, 26581833, 26588788

Fax

: +91 79 40068261

Email Id

: ramcharan@realstrips.com

Website : www.realstrips.com

CIN.: L27100GJ1990PLC014383

24th Annual Report 2014-15

NOTES
1.
A Member entitled to attend and vote at The Annual General Meeting (Meeting/AGM) is entitled to appoint a
proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member of the
company. A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not
more than 10 percent of the total share capital of the company. However, A member holding more than 10%, of
the total share capital of the company carrying voting rights may appoint a single person as proxy and such person
shall not act as proxy for any other person or member. The instrument appointing proxy in order to be valid and
effective should be lodged / deposited with the company at its Registered Office at least 48 (Forty Eight) hours
before the commencement of the Meeting.
2.
The relative Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013 in respect of the
special business under item No. 5 and 6 are annexed hereto.
3.
Additional information pursuant to Clause 49 of the Listing Agreement with stock exchanges, on directors
recommended for re-appointment at the Annual General Meeting, is given in this notice.
4.
The Register of Beneficial Owners, Register of Members and Share Transfer Book of the Company shall remain
closed from 15th September, 2015 to 23rd September, 2015 both days inclusive.
5.
Members/proxies should bring their copy of the Annual Reports and Accounts along with Attendance Slip (duly
completed) when attending the Meeting.
6.
Members who hold shares in dematerialised form are requested to write their Client ID and DP ID Numbers and
those who hold shares in Physical form are requested to write their Folio Number in the Attendance Slip for
attending the Meeting.
7.
The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011
respectively) has undertaken a Green Initiative in Corporate Governance and allowed companies to share documents
with its shareholders through an electronic mode. A recent amendment to the Listing Agreement with S tock
Exchanges permits companies to send soft copies of the Annual Report to all those shareholders who h ave
registered their email address for the said purpose. Members are requested to support this Green Initiative by
registering / updating their email address for receiving electronic communication.
8.
Pursuant to Section 124 and 125 and other applicable provisions, if any, of the Act, all unclaimed / unpaid dividend
and application money, remaining unclaimed/unpaid for a period of seven years from the date they became due for
payment, have been transferred to the IEPF established by the Central Government. No claim shall lie against the
IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claim.
Members who have not yet encashed their dividend warrant(s) for the financial years 2007-08 onwards, are
requested to make their claims without any delay. It may be noted that the unclaimed dividend for the financial
year 2007-08 declared on 25.09.2008 can be claimed by the shareholders before 24.10.2015.
9.
All documents referred to in the accompanying notice and explanatory statement are open for inspection at the
registered office of the Company on all working days, except Saturday between 11.00 a.m. to 1.00 p.m. prior to
the date of AGM.
10. Members seeking any information with regard to accounts are requested to write to the Company at least 10 days
before the meeting so as to enable the management to keep the information ready.
Voting in Electronic Form (E-Voting)
11. Process and manner for members opting for voting through Electronic means:
(i). In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, the Company is pleased to offer the facility of voting through electronic means and
the business set out in the Notice above may be transacted through such electronic voting. The facility of voting
through electronic means is provided through the e-voting platform of Central Depository Services (India) Limited
(remote e-voting).
(ii). Members whose names are recorded in the Register of Members or in the Register of Beneficial owners maintained
by the Depositories as on the Cut-off date i.e. 17th September, 2015, shall be entitled to avail the facility of remote
e-voting as well as voting at the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date,
shall treat this Notice as intimation only.
(iii). A person who has acquired the shares and has become a member of the Company after the despatch of the
Notice of the AGM and prior to the Cut-off date i.e. 17 th September, 2015, shall be entitled to exercise his/her
vote either electronically i.e. remote e-voting or through the Poll Paper at the AGM by following the procedure
mentioned in this part.
(iv). The remote e-voting will commence on Monday, 21st September 2015 at 9.00 a.m. and will end on Wednesday,
23rd September, 2015 at 5.00 p.m. During this period, the members of the Company holding shares either in
physical form or in demat form as on the Cut-off date i.e. 17th September, 2015, may cast their vote electronically.
The members will not be able to cast their vote electronically beyond the date and time mentioned above and the

24th Annual Report 2014-15

remote e-voting module shall be disabled for voting by CDSL thereafter.


(v). Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast
the vote again.
(vi). The facility for voting through Poll Paper would be made available at the AGM and the members attending the
meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the
meeting through Poll Paper. The members who have already cast their vote by remote e-voting prior to the
meeting, may also attend the Meeting, but shall not be entitled to cast their vote again.
(vii). The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the
Company as on the Cut-off date i.e. 17 th September, 2015.
(viii). The Company has appointed CS Ashwin Shah, Practicing Company Secretary (Membership No. FCS: 1640; CP No:
1640), to act as the Scrutinizer for conducting the remote e-voting process as well as the voting through Poll
Paper at the AGM, in a fair and transparent manner.
(ix). The procedure and instructions for remote e-voting are, as follows:
Step 1 : Open your web browser during the voting period and log on to the e-voting website:
www.evotingindia.com.
Step 2 : Now click on Shareholders to cast your votes.
Step 3 : Now, fill up the following details in the appropriate boxes:
User-ID (a) For CDSL: 16 digits beneficiary ID
(b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID
(c) Members holding shares in physical form should enter the Folio Number registered with the
Company.
Step 4 : Next, enter the Image Verification as displayed and Click on Login.
If you are holding shares in demat form and had logged on to than your existing password is to be used.
Step 5 : If you are a first time user follow the steps given below:
For members holding shares in demat form and physical form:
PAN

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department


Members who have not updated their PAN with the Company/Depository Participant are requested
to use the first two letters of their name and the 8 digits of the sequence number in the PAN
field.
In case the sequence number is less than 8 digits enter the applicable number of 0's before the
number after the first two characters of the name in CAPITAL letters. e.g. If your name is
Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB#

Enter the Date of Birth as recorded in dd/mm/yyyy format.

Dividend
Bank
Details#

Enter the Dividend Bank Details as recorded in your demat account or the Company records for
the said folio.
If the details are not recorded with the Depository orCompany, please enter thenumber of
Shares held by you inthe bank account column.

#Please enter the DOB or dividend bank details in order to login.


Step 6 : After entering these details appropriately, click on SUBMIT tab.
Step 7 : Members holding shares in physical form will then directly reach the Company selection screen. However,
first time user holding shares in demat form will now reach 'Password Creation' menu wherein they are
required to mandatorily enter their login password in the new password field. Kindly note that this
password can also be used by the Demat holders for voting for resolution of any other Company on
which they are eligible to vote, provided that the Company opts for e-Voting through CDSL platform. It
is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential. If Demat account holder has forgotten the changed password then
Enter the user ID and the image verification code and click on Forgot Password and enter the details as
prompted by the System.
Step 8 : For members holding shares in physical form, the details can be used only for remote e-voting on the
resolutions contained in this Notice.
Step 9 : Click on EVSN of the Company i.e. 150818013 to vote.

24th Annual Report 2014-15

Step 10 : On the voting page, you will see Resolution Description and against the same, the option YES/NO for
voting. Select the relevant option as desired YES or NO and click to submit.
Step 11 : Click on the resolution file link if you wish to view the entire Notice.
Step 12 : After selecting the resolution, you have decided to vote on, click on SUBMIT. A confirmation box will
be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on
CANCEL and accordingly modify your vote. Once you CONFIRM your vote on the resolution, you will
not be allowed to modify your vote.
Step 13 : You can also take print out of the voting done by you by clicking on Click here to print option on the
Voting page.
Step 14 : Instructions for Non Individual Members and Custodians:
Non-Individual Members (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on
to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
After receiving the login details, a compliance user should be created using the admin login and password.
The compliance user would be able to link the account(s) for which they wish to vote on.
The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts;
they would be able to cast their vote.
A scan copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour
of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the
same.
(x). The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.realstrips.com
and on the website of CDSL i.e www.cdslindia.com within three days of the passing of the Resolutions at the 24th
Annual General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares
of the Company are listed.
(xi). In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
an d e-voting manual available at www.evotingindia.co m, under h elp sec tio n o r write an email to
helpdesk.evoting@cdslindia.com.
Contact Details:
Company :
Real Strips Limited.
401-402, Florence,Opp. Ashram Road Post Office,
Ashram Road,Ahmedabad 380 009.
CIN
: L27100GJ1990PLC014383
Email Id: ramcharan@realstrips.com
Registrar and Transfer Agents :
M/s MCS Share Transfer Agent Limited
101, Shatdal Complex, 1st Floor,
Opp Bata Show Room, Ashram Road,
Ahmedabad 380 009
E-Voting Agency :
Central Depository Services (India) Limited
E-mail ID: helpdesk.evoting@cdslindia.com
Phone : 022- 22723333/ 8588
Scrutinizer :
CS Ashwin Shah
Practicing Company Secretary
E-mail ID : ashwinfcs@yahoo.co.in
By Order of the Board
Place: Ahmedabad
Date: 11th August, 2015
Registered Office:
401-402, Florence,
Opp. Ashram Road Post Office,
Ashram Road, Ahmedabad-380 009
Phone
: +91 79 26580455, 26581833, 26588788
Fax
: +91 79 40068261
Email Id : ramcharan@realstrips.com
Website : www.realstrips.com

A. K. Kataria
Chairman

CIN.: L27100GJ1990PLC014383

24th Annual Report 2014-15

ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Item No. 5
The Board of Directors of the Company had appointed Ms. Nipa P. Shah as an Additional Director of the Company with effect from 30th
March, 2015. In accordance with the provisions of Section 161 of Companies Act, 2013, Ms. Nipa P. Shah shall hold office up to the date
of the forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years. The
Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose
Ms.Nipa P. Shah as a candidate for office of a Director of the Company, be and is hereby appointed as an Independent Director of the
Company.
The Company has received a declaration of independence from Ms. Nipa P Shah. In the opinion of the Board, Ms. Nipa P. Shah fulfills the
conditions specified in the Companies Act, 2013 and the Equity Listing Agreement, for appointment as Independent Director of the
Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of appointment of
Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day and
is also available on the website of the Company www.realstrips.com.
None of the Directors or Key Managerial Personnel and their relatives, except Ms. Nipa P. Shah, are concerned or interested (financially
or otherwise) in this Resolution. The Board commends the Resolution set out at Item no. 5 for approval of the Members.
Brief resume and other details of the Independent Directors whose appointment is proposed are provided in the annexure to the
Explanatory Statement attached herewith.
Item No. 6
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s N.D Birla & Co., Cost
Accountants as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 201516, at a fee of Rs. 50,000/- plus applicable taxes and reimbursement of out of pocket expenses, as remuneration for cost audit services
for the FY 2015-16.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification
of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2016.
The Board of Directors recommend the above resolution for your approval.
None of the Directors, Key Managerial Persons and their relatives are interested in above resolution.
Details of Directors seeking Appointment/Re-appointment as per Item No. 2,3, & 5 of the Ordinary Business/Special
Business in Ensuing Annual General Meeting to be held on 24th September, 2015 are as under:
Particulars

Date of
Birth

Date of
Appointment

Qualification

Nature of
Expertise

Directorships held
in other
companies

Membership/Chairmanships of
committees of other companies
(Includes only Audit committee
and Shareholder/Investor
Grievance Committee)
Name of
the
company

Shri
Ugamraj
Hundia

07.10.1954

19.09.1990

Commerce
Graduate

Technical

Shri A.K.
Kataria

15.06.1942

19.09.1990

Graduate in
Metallurgy

Technical &
Administration

Ms. Nipa P.
Shah

01.02.1986

30.03.2015

Graduate in
Bio-chemistry/
Bio-technology

Administration
& Commercial

Marudhar Industries
Limited
Garuda
Housewares (India)
Private Limited
Kataria Metals And
Alloys Pvt. Ltd.
Vinay Alloy Steels
Pvt. Ltd.
NIL

Committee

Position

No. of
Shares
held in
the
Company
(Real
Strips
Limited)

NIL

71600

NIL

69000

NIL

NIL

By Order of the Board


Place: Ahmedabad
A. K. Kataria
Date: 11th August, 2015
Chairman
Registered Office:
401-402, Florence, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad-380 009
Phone
: +91 79 26580455, 26581833, 26588788
Fax
: +91 79 40068261
Email Id : ramcharan@realstrips.com
Website : www.realstrips.com CIN. : L27100GJ1990PLC014383

24th Annual Report 2014-15

DIRECTORS' REPORT
To,
The Members,
Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the company
for the year ended 31st March, 2015.
1.

Financial Highlights
Particulars
Income for the Year
Profit before interest, depreciation and tax (PBIDT)
Less:
Financial Expenses
Depreciation
Profit / (Loss) before tax
Provision for taxation
(i)
Current Income Tax, Wealth Tax,
(ii)
Deferred Tax
(iii)
MAT Credit Entitlement
Profit after tax
Add / (Less): Prior Period Adjustment
Profit available for appropriation
Appropriations
Opening Balance of Profit & Loss Account
Less: Proposed Dividend on Equity shares
Less: Tax on dividend
Less: General Reserve
Net Balance Carried forward to Balance Sheet.

2.
3.

4.

5.

6.

2014-2015
` In Lacs)
(Rs.
34477.98
1097.65

2013-2014
(Rs.
` In Lacs)
32345.66
2232.26

1130.83
400.45
(433.63)

1357.62
640.71
233.93

0.15
59.83
0.00
(493.61)
1.89
(491.72)

46.98
3.86
(42.69)
225.78
4.99
230.77

2479.16
0.00
0.00
0.00
1987.44

2248.39
0.00
0.00
0.00
2479.16

Dividend
Due to Loss, the directors therefore do not recommend dividend for the current year.
Industrial Relation
Industrial relations remained cordial throughout the year. Your Directors place on record their deep appreciation of
the contribution made by the employees at all levels. Measures have been taken for Human Resources Development.
Performance
During the year under review the income has increased to ` 34477.98 Lacs an increase of 6.59% over previous
year and Profit before Interest, depreciation and tax (PBIDT) has reduced up to 50.83% over the previous year.
The Company had started trading of Cold Rolled Stainless Strips/Coils in previous year in order to escalate the
revenue and to capture the local market, but due to lack of market support and dumping of the import material
because of which the company incurred losses, it had to stop the Trading activity and divert itself back to its core
manufacturing business.
Corporate Social Responsibility
Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are
required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation
of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending
the amount.
The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for
the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of
section 135 of the Act. Hence CSR report is no required to be annexed.
Disclosure under Companies Act, 2013
(i) Share Capital
The paid up equity capital as on March 31, 2015 was ` 598 Lacs. During the year under review, The Company
has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus
share.
(ii) Number of meeting
A calendar of Meetings is prepared and circulated in advance to the Directors.

24th Annual Report 2014-15

During the year Seven Board Meetings and four 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.
(iii) Independent Directors Meeting
The Independent Director met on 30.03.2015, Without attendance of Non-Independent Directors and
members of the Management. The Director review performance of the Non-Independent Director and the
Board as whole; the performance of the chairman of the company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
(iv) Statement on declaration given by independent director
All independent directors have given declarations that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.
(v) Particulars of loans, guarantees or investments:
The company has neither given any loans or guarantees nor made investments covered under the provisions
of section 186 of the Companies Act, 2013.
(vi) Composition of Audit Committee
The Board has constituted the Audit committee which comprises of two independent Non Executive Director
and One Joint Managing Director.
7.
Corporate Governance
The Corporate Governance Report, which form an integral part of this Report, are set out as separate AnnexureI, together with the Certificate from the auditors of the Company regarding compliance with the requirements of
Corporate Governance as stipulated in Clause 49 of the Listing Agreement.
8.
Business Risk management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company
has constituted a business risk management committee. The details of the committee and its terms of reference
are set out in the corporate governance report forming part of the Boards report.
At present the company has not identified any element of risk which may threaten the existence of the company.
9.
Internal Control System
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the
Board & to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.
10. Vigil Mechanism/Whistle Blower policy
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and
mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the
most respected companies in India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.
The Company has a Fraud and Risk Management Policy to deal with instances of fraud and mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to
the Audit Committee and the Board.
11. Director and key managerial personnel
(i) Cessation
(a) Mr. Arvindkumar D Sanghvi, Managing Director resigned from the board w.e.f 13 th November, 2014.
Mr. Arvindkumar D Sanghvi joined the Board in 22nd November, 1990 and on 1st June, 2014 was appointed as
Managing Director of the company.
The Board placed on record its appreciation for the valuable services rendered by Mr. Arvindkumar D Sanghvi.
(b) Mr. Ashwin A Kataria, Whole Time Director resigned from the board w.e.f. 27 th December, 2014 and noted
that he will continue as a non-executive director of the Company.

24th Annual Report 2014-15

(ii)

12.

13.

14.

15.

16.
17.

Retirement by rotation
Directors Shri Ugamraj Hundia & Shri A.K.Kataria retires by rotation and, being eligible, offer themselves for reappointment. The Directors recommend Shri Ugamraj Hundia & Shri. A.K.Kataria for re-appointment.
(iii) Appointment
Ms. Nipa P. Shah was appointed as an Additional Women Director of the Company with effect from
30th March, 2015.
(iv) Appointment of Independent Director
Shri Ashish Shah, Shri Pawankumar Murarka, Shri Jitendra Mamtora, Shri Chandresh Shah and Shri Amol Dalal
were appointed as independent directors under section 149 of the Companies Act, 2013 and clause 49 of
the listing agreement in the last A.G.M. held on 23rd September, 2014 to hold office for 5 consecutive years
i.e. for a term up to the conclusion of 28th Annual General Meeting of the company in the calendar year 2019.
(v) Evalution of Board Performance
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
(vi) 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.
(vii) Appointment of Key Managerial personnel
During the period under review, Mr. Ramcharan Beriwala was appointed as a Chief Financial Officer and
Compliance Officer of the Company w.e.f. 1st June, 2014 and Mr. Ajay k Patel was appointed as a Company
Secretary of the company w.e.f 1 st August, 2014.
Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors, to the best of their knowledge and ability
state that:
(i)
In the preparation of the annual accounts, the applicable accounting standards have been followed.
(ii) The directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 or loss of the Company for the year under review.
(iii) 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.
(iv) The directors have prepared the annual accounts on a going concern basis.
(v) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.
Fixed Deposit
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.
Related Party Transaction
All related party transactions that were entered into during the financial year were on arms length basis and were
in the ordinary course of the business. There are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict
with interest of the company at large. Accordingly the disclosure of related party transaction as required under
section 134(3)(h) of the companies Act, 2013 in form AOC 2 is not applicable
Significant material orders passed by the Regulators / Courts.
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.
Subsidiary Company
The Company does not have any subsidiary company.
Auditors
(i) Statutory Auditor
M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered Accountants were appointed as Statutory
Auditors of your Company at the last Annual General Meeting held on 23rd September, 2014 for a term of

24th Annual Report 2014-15

18.
19.

20.

21.

22.

Three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment
of Auditors is required to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in their
Report.
(ii) Secretarial Auditor
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri Ashwin Shah, a Company
Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is
annexed herewith as Annexure A.
There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in
their Report.
(iii) Cost Auditor
M/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the cost
records of the Company for the financial year 2015-16.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B.
Prevention Of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing
in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation of the Code.
Prevention Of Sexual Harassment At Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which
is responsible for redressal of complaints related to sexual harassment. During the year under review, there were
no complaints pertaining to sexual harassment.
Transfer to Investor education and protection fund
The Company has transferred a sum ` 1,14,361/- during the financial year 2014-15 to the investor education and
protection fund established by the central government, in Compliance with Section 124(5) of the Companies Act
2013.
Energy conservation, technology absorption, foreign exchange earnings and outgo.
As required under section 134 (3) (m) of the Companies Act, 2013 and the rules made therein, the concerned
particulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are
given, in Annexure-C, which is attached here to and forms part of the Directors' Report.

23. Particulars of employees


The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In
terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled
thereto, excluding the information on employees particulars which is available for inspection by the members at
the Registered office of the company during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to
the company secretary in advance.
24. Acknowledgement
The directors extend their sincere thanks to the Bankers, Financial Institutions, Central Government and State
Government Authorities and all associated with the company for the co-operation. The directors also place on
record the efforts made by the employees, workers and all other associated with the company for making their
organization successful.

For & on behalf of the Board

Place: Ahmedabad
Date: 11th August, 2015

A. K. Kataria
Chairman

10

24th Annual Report 2014-15

ANNEXURE A
SECRETARIAL AUDIT REPORT
FORM NO. MR-3
FOR THE FINANCIAL YEAR ENDED 31st March, 2015
Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014
To,
The Members,
Real Strips Limited
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Real Strips Limited (hereinafter called the company). 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 our verification of 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, we hereby report that in our opinion, the company has, during the audit
period covering the financial year ended on 31st March, 2015 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:
We 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, 2015 according to the provisions of:
i.
The Companies Act, 2013 (the Act) and the rules made thereunder;
ii.
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
iii.
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv.
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
v.
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;
vi.
As per the explanations and clarifications given to us and the representation made by the management,
during the period under review there are no specific laws applicable to company
I have also examined compliance with the applicable clauses of the following:
i.
Secretarial Standards issued by The Institute of Company Secretaries of India. (Not applicable as not notified
during the period under review).
ii.
The Listing Agreements entered into by the Company with Stock Exchanges;
During the period under review and as per the explanations and clarification given to us and the representation
made by the company, the company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
The company was not required to comply with the provision of other regulation listed in the Form No. MR-3
prescribed under the companies Rules, 2014 as there were no instance / events falling within the perview of these
regulations during the financial year.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. 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, agenda and detailed notes on agenda
were sent at least seven days in advance, and 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.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
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.
I further report that during the audit period the company has
1.
Passed a special resolution under Section 180(1)(c) of the Companies Act, 2013 in the Extraordinary General
Meeting held on 14th July 2014.

11

24th Annual Report 2014-15

2.
3.
4.

Passed a special resolution for preferential issue in the Extraordinary General Meeting held on 14th July 2014.
Passed a special resolution for alteration of Articles of Association in the Annual General Meeting held on
23rd September, 2014.
Passed a special resolution under Section 180(1) (a) of the Companies Act, 2013 in the Annual General
Meeting held on 23 rd September, 2014.

CS Ashwin Shah
Company Secretary
C. P. No. 1640

Place: Ahmedabad
Date: 11th August, 2015
Note :

This report is to be read with our letter of even date which is annexed as ANNEXURE 1 and forms an integral
part of this report.

ANNEXURE 1
To,
The Members,
Real Strips Limited
Our 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. Our responsibility is to

2.

We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

express an opinion on these secretarial records based on our audit.


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. We believe that the processes and practices, we followed provide
a reasonable basis for our opinion.
3.

We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
company.

4.

Where ever required, we have obtained the Management representation about the compliance of laws, rules and

5.

The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

regulations and happening of events etc.


responsibility of management. Our 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.

CS Ashwin Shah
Place: Ahmedabad
Date: 11th August, 2015

Company Secretary
C. P. No. 1640

12

24th Annual Report 2014-15

ANNEXURE B
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31.03.2015
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
REGISTRATION AND OTHER DETAILS:
CIN
L27100GJ1990PLC014383
Registration Date
19/09/1990
Name of the Company
REAL STRIPS LIMITED
Category / Sub-Category of the Company
Company limited by shares/ Indian Non Government Company

I.
i
ii
iii
iv

401-402, Florence Opp. Ashram Road P.O., Ashram Road


Address of the Registered office and
Ahmedabad-380009.Ph. no. (079) 26580455, 26581833, 26588788
contact details
YES
vi
Whether listed company Yes / No
M/s. MCS Share Transfer Agent Limited. 101, Shatdal
vii
Name, Address and Contact details of Registrar
Complex, 1st Floor, Opp. Bata Showroom, Ashram Road,
and Transfer Agent, if any
Ahmedabad 380009. Ph. no. (079) 26580461, 26580462,
26580463
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated
Sr. No.
Name and Description of
NIC Code of the Product/ service
% to total turnover
main products / services
of the company
1
Cold Rolled Stainless
27163
98.74%
Steel Coil/Strips
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

Name and address of the

No.

IV.

CIN / GLN

Company

% of shares

/ Associate

Applicable

held

Section

Not Applicable
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i).
Category-wise Share Holding
Category of
Shareholders

No. of Shares held at the beginning of the


year
Demat

A.

Promoter

1.
a.
b.
c.
d.
e.
f.

Indian
Individual / HUF
Central Govt.
State Govt.(s)
Bodies Corporate
Banks / FI
Any Other.
Sub-Total (A)(1):

2.
a.
b.
c.
d.
e.

Holding / Subsidiary

Foreign
NRIs Individuals
Other Individuals
Bodies Corporate
Banks / FI
Any Other.
Sub-Total (A)(2):
Total Shareholding of
Promoters (A) =
(A)(1)+(A)(2)

Physical

Total

%
Change
during
the
year

No. of Shares held at the end of the year

% of
Total
Shares

Demat

Physical

Total

% of
Total
Shares

2673050
0
0
416691
0
0
3089741

0
0
0
0
0
0
0

2673050
0
0
416691
0
0
3089741

44.70
0
0
6.97
0
0
51.67

2674550
0
0
417691
0
0
3092241

0
0
0
0
0
0
0

2674550
0
0
417691
0
0
3092241

44.72
0
0
6.99
0
0
51.71

0.025
0
0
0.017
0
0
0.042

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

0
0
0
0
0
0

3089741

3089741

51.67

3092241

3092241

51.71

0.042

13

24th Annual Report 2014-15

Continued ...
B.

Public Shareholding

1.

Institutions

a.
b.
c.
d.
e.
f.
g.

Mutual Funds / UTI


Banks / FI
Central Govt.
State Govt.(s)
Venture Capital Funds
Insurance Companies
FIIs
Foreign Venture
h.
Capital Funds
i.
Others (specify)
Sub-Total (B)(1):
2.
Non-Institutions
a.
Bodies Corporate
i)
Indian
ii)
Overseas
b.
Individuals
i)
Individual
Shareholders holding
nominal share capital
upto ` 1 lakh
ii)
Individual
Shareholders holding
nominal share capital
in excess of ` 1 lakh
c.
Others (specify)
i)
Shares held by
Pakistani citizens
vested with the
Custodian of Enemy
Property
Other Foreign
ii)
Nationals
iii)
Foreign Bodies
iv)
NRI / OCBs
Clearing Members /
v)
Clearing House
vi)
Trusts/HUF
Limited Liability
vii)
Partnership
Foreign Portfolio
viii) Investor (Corporate)
Qualified Foreign
ix)
Investor
Sub-Total (B)(2):
Total Public Shareholding
(B)=(B)(1)+(B)(2)
C.
Shares held by
Custodian for GDRs
&
ADRs
Grand Total (A+B+C)

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0
0
0
0
0

0
0
0

0
0
0

0
0
0

0
0
0

0
0
0

0
0
0

0
0
0

0
0
0

0
0
0

681226
0

4000
0

685226
0

11.46
0

450885
0

4000
0

454885
0

7.61
0

-3.852
0

691081

152650

843731

14.11

826489

150750

977239

16.34

2.233

1100510

1100510

18.40

1022039

1022039

17.09

-1.312

0
0
3357

0
0
4200

0
0
7557

0
0
0.13

0
0
10505

0
0
4200

0
0
14705

0
0
0.25

0
0
0.120

0
253235

0
0

0
253235

0
4.23

0
418891

0
0

0
418891

0
7.00

0
2.770

0
2729409

0
160850

0
2890259

0
48.33

0
2728809

0
158950

0
2887759

0
48.29

0
-0.042

2729409

160850

2890259

48.33

2728809

158950

2887759

48.29

-0.042

5819150

160850

5980000

100

5821050

158950

5980000

100

14

24th Annual Report 2014-15

ii).

Shareholding of Promoters.
Shareholders Name

Shareholding at the

Shareholding at

beginning of year

the end of year

No. of

%of total

%of shares

No. of

%of total %of shares

Shares

shares of

Pledged/

Shares

the

encumbered

of the

Company

to total

Company

Shares

shares

Pledged

% change
in

/encumbered sharehol
to total
shares

ding
during
the year

Arvindkumar D. Sanghvi

145000

2.42

0.00

145000

2.42

0.00

0.00

Arvindkumar D. Sanghvi

115950

1.94

1.92

115950

1.94

1.92

0.00

Babulal Dalichand Sanghvi

260000

4.35

0.00

260000

4.35

0.00

0.00

Raajratna Metal Industries Ltd.

250000

4.18

0.00

250000

4.18

0.00

0.00

Tarachand Dalichand Sanghvi

130000

2.17

0.00

130000

2.17

0.00

0.00

5691

0.10

0.00

6691

0.11

0.00

0.02

Amritlal Kisandas Kataria (Joint)

211900

3.54

0.00

211900

3.54

0.00

0.00

Kataria Metal & Alloys Pvt. Ltd.

Raajratna Stock Holding Pvt. Ltd.

107000

1.79

1.76

107000

1.79

1.76

0.00

Vinay Amritlal Kataria

75500

1.26

0.00

75500

1.26

0.00

0.00

Ashwin Amritlal Kataria

75000

1.25

0.00

75000

1.25

0.00

0.00

Amritlal Kisandas Kataria

69000

1.15

0.00

69000

1.15

0.00

0.00

Kataria Minaxi Amritlal

59000

0.99

0.00

59000

0.99

0.00

0.00

Amritlal Kisandas Kataria (HUF)

57000

0.95

0.92

57000

0.95

0.92

0.00

Sanskar Metals Pvt. Ltd.

34000

0.57

0.00

34000

0.57

0.00

0.00

Vinay Alloys Steel Pvt. Ltd.

20000

0.33

0.00

20000

0.33

0.00

0.00

Laxmi Ashwin Kataria

10000

0.17

0.00

10000

0.17

0.00

0.00

Pukhraj Seshmalji Jain

121400

2.03

0.00

121400

2.03

0.00

0.00

Romit Prakashraj Jain

97200

1.63

0.00

97200

1.63

0.00

0.00

Harshidkumar Pukhrajji Jain

92000

1.54

0.00

93500

1.56

0.00

0.03

Surajmal Seshmalji Jain

76950

1.29

1.17

76950

1.29

1.17

0.00

Prakashraj Seshmalji Jain

53800

0.90

0.89

53800

0.90

0.89

0.00

Ganeshmal Seshmalji Jain

52200

0.87

0.00

52200

0.87

0.00

0.00

Jayantilal Seshmalji Jain

45100

0.75

0.75

45100

0.75

0.75

0.00

Babulal Seshmalji Jain

44100

0.74

0.00

0.00

0.00

0.00

-0.74

0.00

0.00

0.00

26000

0.43

0.00

0.43

Shantiben Jayantilal Jain

39300

0.66

0.65

39300

0.66

0.65

0.00

Naresh Babulal Jain

18200

0.30

0.00

26000

0.43

0.00

0.13

Sunny Prakashraj Jain

18200

0.30

0.30

18200

0.30

0.30

0.00

Praful Babulal Jain

15700

0.26

0.00

26000

0.43

0.00

0.17

Atul Ganeshmalji Jain

13500

0.23

0.00

13500

0.23

0.00

0.00

Sanjay Pukhraj Jain

Savitaben Babulalji Jain

13500

0.23

0.00

13500

0.23

0.00

0.00

Nancy Prakashraj Jain

9700

0.16

0.00

9700

0.16

0.00

0.00

Manjulaben Ganeshmalji Jain

6700

0.11

0.00

6700

0.11

0.00

0.00

Bharatkumar Ganeshmal Ji Jain

5700

0.10

0.00

5700

0.10

0.00

0.00

15

24th Annual Report 2014-15

Continued ...
Mitaben Harshad Jain

3500

0.06

0.00

3500

0.06

0.00

0.00

Mukesh Pukhraj Jain

3200

0.05

0.00

3200

0.05

0.00

0.00

Sarojben Surajmal Jain

1400

0.02

0.00

1400

0.02

0.00

0.00

Sarojben Prakashraj Jain

1300

0.02

0.00

1300

0.02

0.00

0.00

Ravi Hirachand Hundia

85500

1.43

0.00

85500

1.43

0.00

0.00

Deepakkumar Ugamraj Hundia

78300

1.31

0.00

78300

1.31

0.00

0.00

Narangidevi Madanlal Hundia

73000

1.22

0.00

73000

1.22

0.00

0.00

Ugamraj M. Hundia

71600

1.20

0.00

71600

1.20

0.00

0.00

Aruna Pankaj Hundia

53800

0.90

0.00

24634

0.41

0.00

-0.49

Rajendra Hundia

52100

0.87

0.00

52100

0.87

0.00

0.00

Madanlal Mishrimal. Hundia

45500

0.76

0.00

45500

0.76

0.00

0.00

Babulal Mishrimal Hundia

36500

0.61

0.00

36500

0.61

0.00

0.00

Hundia Kishorechand

36200

0.61

0.00

36200

0.61

0.00

0.00

Hirachand Mishrimal Hundia

31350

0.52

0.00

31350

0.52

0.00

0.00

Jitendra Madanlal Hundia

26300

0.44

0.00

26300

0.44

0.00

0.00

Kamla Hirachand Hundia

17900

0.30

0.00

17900

0.30

0.00

0.00

Sangeeta Hundia

13700

0.23

0.00

13700

0.23

0.00

0.00

Sapna Ravi Hundia

12900

0.22

0.00

12900

0.22

0.00

0.00

11000

0.18

0.00

11000

0.18

0.00

0.00

Pankaj Babulal Hundia

10800

0.18

0.00

10800

0.18

0.00

0.00

Kishorchand D. Hundia

Hundia Sandeep Babulal(HUF)

10000

0.17

0.00

10000

0.17

0.00

0.00

Vikram Babulal Hundia

9300

0.16

0.00

9300

0.16

0.00

0.00

Vikram Babulal Hundia

8300

0.14

0.00

22533

0.38

0.00

0.24

Pradeep Madanlal Hundia

7500

0.13

0.00

7500

0.13

0.00

0.00

Hirachand Mishrimal Hundia

7000

0.12

0.00

7000

0.12

0.00

0.00

Sunanda Hundia

6200

0.10

0.00

6200

0.10

0.00

0.00

Sandeep Babulal Hundia

5800

0.10

0.00

20733

0.35

0.00

0.25

Shantaben Babulal Hundia

5800

0.10

0.00

5800

0.10

0.00

0.00

Hundia Babulal Mishrimal

5000

0.08

0.00

5000

0.08

0.00

0.00

Shilpa Sandeep Hundia

3700

0.06

0.00

3700

0.06

0.00

0.00

Meena V. Hundia

3600

0.06

0.00

3600

0.06

0.00

0.00

Prakash Hundia

3300

0.06

0.00

3300

0.06

0.00

0.00

100

0.00

0.00

100

0.00

0.00

0.00

3089741

51.67

8.36 3092241

51.71

8.36

0.04

Sangeeta Jitendra Hundia


Total
iii).

Change in Promoters Shareholding (Please specify, if there is no change)


Shareholding at the beginning of the year
% of total shares of the
No. of Shares
Company
At the beginning of the
year
Date : 23/05/2014
Date : 30/05/2014
Date : 01/08/2014
At the end of the year

3089741
1000
500
1000
3092241

51.668
0.017
0.008
0.017
51.710

Cumulative Shareholding during the year


% of total shares of the
No. of Shares
Company

3090741
3091241
3092241
3092241

51.685
51.693
51.710
51.710

16

24th Annual Report 2014-15

iv). Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs
and ADRs)
For Each of the Top 10
Shareholders
Ascendum Systems Pvt Ltd
Manoj C Rathod
Nisha Ajaykumar Bajaj
Narendra Shantikumar Firodia
Turnkey Dealers Private Ltd
R. Wadiwala Securities Pvt Ltd
Champaklal Babaldas Vora
Hiralal Laherchand Shah
Uma Agarwal
Satish Agarwal

v).

Shareholding at the
beginning of the year
% of total
No. of
shares of the
Shares
Company
300000
5.02
160626
2.69
115388
1.93
115000
1.92
109960
1.84
103750
1.73
100000
1.67
100000
1.67
95000
1.59
95000
1.59

For Each of the Top 10


Shareholders
Manoj C Rathod
Nisha Ajaykumar Bajaj
Narendra Shantikumar Firodia
Lepid Securities Pvt Ltd
Uma Agarwal
Manoj Chhaganlal Rathod-HUF
R. Wadiwala Securities Pvt Ltd
Sangeetha S
Jainam Share Consultants Pvt Ltd
Turnkey Dealers Private Ltd

Shareholding at the end


of the year
% of total
No. of
shares of the
Shares
Company
182216
3.05
130609
2.18
115000
1.92
100000
1.67
95000
1.59
84823
1.42
82146
1.37
67480
1.13
61465
1.03
59960
1.00

Shareholding of Directors and Key Managerial Personnel

Sr.
No.
1

Shareholding of Directors and Key Managerial


Personnel
A.K.KATARIA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the
year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity etc):
At the end of the year
PRAKASHRAJ SHESHMALJI JAIN
At the beginning of the year
Date wise Increase/Decrease in shareholding during the
year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity etc):
At the end of the year
UGAMRAJ MISHRIMAL HUNDIA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the
year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity etc):
At the end of the year
ASHWIN AMRITLAL KATARIA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the
year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity etc):
At the end of the year
ASHISH V SHAH
At the beginning of the year
Date wise Increase/Decrease in shareholding during the
year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat equity etc):
At the end of the year

Shareholding at the
beginning of the year
% of total
No. of
shares of the
Shares
Company

Cumulative Shareholding at
the end of the year
% of total
No. of
shares of the
Shares
Company

69000

1.15

69000

1.15

69000

1.15

69000

1.15

53800

0.90

53800

0.90

53800

0.90

53800

0.90

71600

1.20

71600

1.20

71600

1.20

71600

1.20

75000

1.25

75000

1.25

75000

1.25

75000

1.25

17

24th Annual Report 2014-15

Continued ...

10

11

12

13

PAWANKUMAR R MURARKA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
JITENDRA U MAMTORA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
CHANDRESH V SHAH
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
AMOL R DALAL
At the beginning of the year
05/12/2014 Decrease in shareholding during the year
At the end of the year
PUKHRAJJI S JAIN
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
NIPA P SHAH
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
RAMCHARAN N BERIWALA
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year
AJAYKUMAR K PATEL
At the beginning of the year
Date wise Increase/Decrease in shareholding during the year specifying the reasons for
increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
At the end of the year

20000

0.33

20000

0.33

20000

0.33

20000

0.33

7450
45
7405

0.12
0.12

7450
45
7405

0.12
0.12

121400

2.03

121400

2.03

121400

2.03

121400

2.03

5500

0.09

5500

0.09

5500

0.09

5500

0.09

18

24th Annual Report 2014-15

V.

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

Secured Loans
excluding
deposits

Unsecured
Loans

146.21
0.18
0.04
146.43

27.39
0
0
27.39

0
0
0
0

173.60
0.18
0.04
173.82

0
28.66
-28.66

0
4.07
-4.07

0
0
0

0
32.73
-32.73

117.55
0.15
0.07
117.77

23.32
0
0
23.32

0
0
0
0

140.87
0.15
0.07
141.09

Indebtedness at the beginning of the financial year


i).
Principal Amount
ii).
Interest due but not paid
iii).
Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
Addition
Reduction
Net Change
Indebtedness at the end of the financial year
i).
Principal Amount
ii).
Interest due but not paid
iii).
Interest accrued but not due
Total (i+ii+iii)

VI.

Deposits

Total
Indebtedness
(` in Crores)

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


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

Sr.
No.
1.
(a).

Arvindkumar D
Sanghvi*

Name of Director
Ashwin A
Ugamraj
Kataria**
Hundia

Prakashraj
Jain

Total
Amount of

Particulars of Remuneration
Gross Salary
Salary as per provisions contained in
Section 17(1) of the Income Tax Act,
1961
360000
360000
360000
360000
Value of perquisites under Section 17(2)
(b). Income Tax Act, 1961
28800
28800
28800
28800
(c). Profits in lieu of salary under Section
17(3) Income Tax Act, 1961
0
0
0
0
2.
Stock Options
0
0
0
0
3.
Sweat Equity
0
0
0
0
4.
Commission
0
0
0
0
- as % of profit
0
0
0
0
- others, specify.
0
0
0
0
5.
Others, please specify
0
0
0
0
i).
Retirals
0
0
0
0
Total (A)
388800
388800
388800
388800
*Arvind Kumar Sanghvi ceased to be a Managing Director / Director of the Company with effect from 13th November, 2014.
**Ashwin Kataria ceased to be a Whole Time Director of the Company with effect from 27th December, 2014.
B.
Remuneration to other Directors
Sr.
No.
1

2.

Particulars of Remuneration
Independent Directors
Fee for attending Board/Committee
Meetings
Commission
Others, please specify
Total (B)(1)
Other Non Executive Directors
Fee for attending Board/Committee
Meetings
Commission
Others, please specify
Total (B)(2)
Total (B)= (B)(1)+ (B)(2)
total Menegerial Remunaration

Name of Director
Chandresh Amol
Shah
Dalal

Ashish
Shah

Pawankumar
Murarka

Jitendra
mamtora

10000
0
0
10000

12000
0
0
12000

10000
0
0
10000

10000
0
0
10000

0
0
0
0
10000
10000

0
0
0
0
12000
12000

0
0
0
0
10000
10000

0
0
0
0
10000
10000

1440000
115200
0
0
0
0
0
0
0
0
1555200

Nipa
Shah

Pukhraj
Jain

Ashwin*
Kataria

A. K.
Kataria

Total
Amount
of `

12000
0
0
12000

0
0
0
0

0
0
0
0

0
0
0
0

0
0
0
0

54000
0
0
54000

0
0
0
0
12000
12000

0
0
0
0
0
0

10000
0
0
10000
10000
10000

6000
0
0
6000
6000
6000

12000
0
0
12000
12000
12000

28000
0
0
28000
82000
82000

Ashwin Kataria ceased to be a Whole Time Director of the Company with effect from 27th December, 2014 and noted that he will
continue as a non-executive director of the Company.

19

24th Annual Report 2014-15

C.

Remuneration to key managerial personnel other than Managing Director/Manager/Whole Time Director

Particulars of Remuneration
1.
(a).
(b).
(c).
2.
3.
4.

5.

Gross Salary
Salary as per provisions contained in Section 17(1) of the Income Tax
Act, 1961
Value of perquisites under Section 17(2) Income Tax Act, 1961
Profits in lieu of salary under Section 17(3) Income Tax Act, 1961
Stock Options
Sweat Equity
Commission
- as % of profit
- others, specify.
Others, please specify - Retirals
Total (A)

Name of Key Managerial Personnel


Ramcharan
Beriwala
Ajay K Patel
565023
80000

Total Amount of

`
645023

0
0
0
0
0

0
0
0
0
0

0
0
0
0
0

0
0
0
565023

0
0
0
80000

0
0
0
645023

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type

A.

B.

C.

COMPANY
Penalty
Punishment
Compounding
DIRECTORS
Penalty
Punishment
Compounding
OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Brief
Description

Details of Penalty
/Punishment
/Compounding fees
imposed

Authority
[RD /
NCLT /
COURT]

Appeal
made, if
any
(give
details)

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

NIL
NIL
NIL

Section of
the
Companies
Act

20

24th Annual Report 2014-15

ANNEXURE - C
Information under section 134 (3) (m) of the Companies Act, 2013
[A] CONSERVATION OF ENERGY:
The company has Gas fired annealing furnace for annealing the stainless steel coils, whereby heat loss is reduced
and higher efficiency is achieved.
The details of total energy consumption and energy consumption per unit of production is given hereunder:
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
(a) Power & Fuel Consumption :
(1) Electricity :Unit
Total Amount
Rate/ Unit
(2) Own Generation :{i} Through Diesel Generation Set:
Units
Diesel Consumed
Unit per/Ltrs of diesel
Diesel cost
Cost per unit
{ii}

(4) Gas(PNG):Consumption
Value
Rate/ Unit
(b) Consumption per unit of Production:
Product- S.S.Coil (Own)
Product- S.S.Coil (Jobwork)
Total Production
Electricity- Consumption Per M.T.
Furnace Oil / Diesel- Consumption Per M.T.
Gas (PNG)- Consumption per M.T.

[C]

2013-14

8736760
66990613
7.67

8339960
62368426
7.48

52840
16818
3.14
1038189
19.65

14328
5834
2.46
347179
24.23

6743309

6588763

71458
4336503
60.69

59299
3473724
58.58

1871924
88993754
47.54

2365250
109626443
46.35

(Standards if any)
M.T.
21460.382
M.T.
124.350
21584.732

22545.910
234.310
22780.220

`
`

Ltrs.
`
`

Through Wind Turbine Generator:


Units

(3) Furnace Oil / Diesel:Consumption


Value
Rate/ Unit

[B]

2014-15

Ltrs.
`
`

SCM
`
`

Units
Ltrs.
SCM

TECHNOLOGY ABSORPTION:
The company is using latest technology available.
FOREIGN EXCHANGE EARNINGS:
Earnings
`
Out Go
`

407.21
3.31
86.72

366.73
2.60
103.83

4817138
22971998

2550360
13494931

21

24th Annual Report 2014-15

MANAGEMENT DISCUSSION AND ANALYSIS


The Indian Stainless Steel Industry is inextricably linked with economic growth and prosperity. There are numerous
ways in which Stainless steel contributes to economies and society. Stainless Steel contributes to nearly two
percent of the gross domestic product (GDP) and employs over 500,000 people. The infrastructure sector is
Indias largest Stainless steel consumer, thereby attracting investments from several global players. Owing to this
connection with core infrastructure segments of the economy, the Stainless steel industry is of high priority. Also,
Stainless steel demand is derived from other sectors like automobiles, consumer durables and infrastructure; therefore,
its fortune is dependent on the growth of these user industries. India has seen a rapid rise in production over the
past few years, which has resulted in India becoming fourth largest producer of Stainless steel in the world.
Traditionally, stainless steel production growth in India was driven by the demand for Utensils. However, with
modernization and market development efforts, considerable demand growth has been registered in sectors like
ABC (Architecture, Building and Construction), ART (Automobiles, Railways and Transport). Process Industry (In
Chemical & Petrochemical plants, Oil and Gas industry), Power Projects (Nuclear and Solar Power Projects), consumer
durable and other industrial applications, thus the consumptions pattern for Stainless Steel Is Changing rapidly
towards a profile which prevalent in more mature Stainless Steel markets.
COMPANY OVERVIEW
We are into the business of manufacturing Cold Rolled Stainless Steel coils/strips for more than 20 years.
Since inception, we have made efforts to place ourselves in a competitive position in the industry by proactively
responding to our customer requirements. The Company has emerged as one of the leading manufacturers of Cold
Rolled Stainless Steel coils/strips in India and caters to both the markets Domestic as well as International. At
present the Company has customers from Tube industry, Kitchenware industry, Pumps industry, Engineering products
industry.
We want to leverage our strength in order to benefit ourselves in future so as to become the topmost player in
the Cold Rolled Stainless Steel coils/strips industry. We wish to continue to supply our products to corporate
houses, increase our market share in the industry, produce quality products at the competitive rates, adopt one of
the best human resource practices and also secure various certifications for standards and quality improvement.
We plan to boost our exports by participating in trade fairs and exhibitions all over the World.
PRODUCTION PERFORMANCE
The company deals in a single product, i.e. Cold Rolled Stainless Steel Coils/Strips. The production of the company
in 2014-2015 is 21585 MT.
We have also achieved the Quantity Sold in trading business at 9245 MT.
SWOT ANALYSIS
STRENGTH & WEAKNESS

The main competitive strength is high quality products, product innovation and technological development,
efficiency, and skilled manpower.

The challenges are linked to the cost and availability of inputs i.e raw materials, energy etc., and competition
from other producers.

The business mood is cautious yet quite buoyant. But there is a lot of hard work required since the going is
tough.

OPPORTUNITIES & THREATS

Re-instated integrated facility accredited with quality and ISO certifications.


Acceptance of the Company products in quality-conscious markets.

Sharp increase in electricity and other fuel costs.

High cost of existing working capital finance.

Weak price trends, coupled with slower demand growth.

Volatile rupee.

22

24th Annual Report 2014-15

RISKS AND CONCERNS


The Company is exposed to normal Industry risk factors like demand-supply constraints, Governmental policies etc.
To optimize capacity utilization cost-effectively, the Company has been trying to address working capital concerns.
Also, with increasing Government concerns on environment protection and general awareness thereon, environment
protection has to be a core focus area.
CERTIFICATION
REAL STRIPS LIMITED is an ISO 9001-2008 Certified by B.V.Q.I.
OUT LOOK
WIND MILL DIVISION:The Company uses Green power Generation from Wind Mill. The company has its own 5
Wind Mills, the companys total Installed capacity of windmills is 4.90 MW (1.25MW, 0.35MW, 0.60MW (2 Mills) and
2.10MW). The generation of Units from wind mills during the year 2014-15 is 6743309 Units.
INTERNAL CONTROLS: The Company has proper and adequate systems of internal control that provides assurance
on the efficiency of operations and security of assets. An independent Internal Auditor is in place to check, audit
and monitor the process as per the Internal Audit Plan approved by the Audit Committee of the Company.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES: In the year under review, the overall industrial relations
have been cordial and conducive to work. The Company recognizes the value and contribution of its employees,
and earnestly endeavors to create a responsive organization with emphasis on performance with responsibility and
accountability. Continuous appraisal of the competencies of the personnel in line with job requirements is carried
out to facilitate higher levels of output and productivity.
CAUTIONARY STATEMENT: This report contains projections, estimates and expectations etc. which are just
"forward-looking statements". Actual results could differ from those expressed or implied in this report. Important
factors that may have impact on Company's operations includes economic conditions affecting demand / supply
and price conditions in the domestic and overseas markets, changes in the Government regulations / policies, tax
laws and other statutes and other incidental factors. The Company assumes no responsibility to publicly modify or
revise any forward looking statements on the basis of any future events or new information. Actual results may
differ from those mentioned in the report.

23

24th Annual Report 2014-15

Annexure - I
REPORT ON CORPORATE GOVERNANCE
1.

Company's philosophy on code of governance


Corporate Governance is about ensuring transparency, disclosure and reporting that conforms fully to the existing
laws of the country and to promote ethical conduct of business throughout organization. At Real Strips Ltd.,
governance standards are initiated by senior management which percolate down throughout the organization.
The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations,
make disclosures and enhance shareholder value without compromising on compliance with the laws and regulations.
Sound corporate governance is critical to enhance and retain trust of stakeholders. The Board of Directors fully
supports corporate governance practices in your Company with appropriate checks and balances at right places
and at right intervals. The Company has complied with all the requirements of Corporate Governance under clause
49 of listing agreement and listed below is the status with regard to same.

2.

Board of Directors
(a)

(b)

Composition of the Board


The Board of Directors of your Company as on March 31, 2015 comprises of eleven Directors out of which
nine Directors are Non-Executive Directors including Woman Director. Non-Executive Independent Directors
consist of professionals drawn from diverse fields that bring in a wide range of skills and experience to the
Board. No Director is related to each other except Mr. Pukhraj Jain and Mr.Prakashraj Jain, Mr.Ashwin A. Kataria
and Mr. A. K. Kataria, who are related to each other as Family Member.
Independent directors are non-executive directors as defined under Clause 49(II)(B)(1) of the Listin g
Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors is
in compliance with the Companies Act, 2013. All the Independent Directors have confirmed that they meet
the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.
The composition of the Board of Directors and number of other Directorship & Memberships / Chairmanships
of Committees as on March 31, 2015 are as under:
Name of Director

Category of Directorship

Mr. A.K. Kataria


DIN : 00435496
Mr. Prakashraj Jain
DIN : 00435076
Mr. UgamrajHundia
DIN : 00435229
Mr. Ashwin A. Kataria
DIN : 00434823
Mr. Pukhraj Jain
DIN : 02261061
Mr.
PawankumarMurarka
DIN : 00123602
Mr. Chandresh Shah
DIN : 00434710
Mr. AmolDalal
DIN : 00458885
Mr. Ashish Shah
DIN : 00007201
Mr. JitendraMamtora
DIN : 00139911
*
Ms. Nipa P. Shah
DIN : 07141281

Chairman
&
Nonexecutive director
Joint Managing Director
Joint Managing Director
Promoter
&
Executive Director
Promoter
&
Executive Director
Independent &
executive director

Non-

Independent &
executive director
Independent &
executive director
Independent &
executive director
Independent &
executive director
Independent &
executive director

Non-

Non-

Directorship in
other Companies

No. of Chairmanship/membership in
Board Committees.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Non-

NonNonNonNon-

*Appointed as Additional Director w.e.f March 30, 2015.


Other directorships do not include alternate directorship, directorship of Private Limited Companies, Section 8
Companies of the Companies Act, 2013 and Foreign Companies. Chairmanship/Membership of Board Committees
includes membership of Audit and Stakeholder Relationship Committees in other Public Limited Companies.
Board Procedure:
Board met seven times during the year under review on 29 th May 2014, 14th July 2014, 29th July 2014, 13 th
November 2014, 12 th February 2015, 9 th March 2015 and 30 th March 2015. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

24

24th Annual Report 2014-15

The information as required under to Clause 49 of the Listing Agreement is made available to the Board. The
agenda and the papers for consideration at the Board Meeting are circulated to the Directors in advance. Adequate
information is circulated as part of the Board Papers and is also available at the Board Meeting to enable the Board
to take informed decisions. As required under Clause 49 of Listing Agreement, the Board periodically reviews
compliances of various laws applicable to the Company.
The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a
Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the
option to participate in the Meeting through video conferencing was made available for the Directors except in
respect of such Meetings/Items which are not permitted to be transacted through video conferencing.
The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year
under review are as under:
Name of Director

Meetings
No. of Board
No. of Board
Meeting held while Meeting attended while
holding the office
holding the office

Attendance at last
AGM held on
23 rd September 2014.

Mr. A.K. Kataria

Yes

Mr. Arvindkumar D Sanghvi1

Yes

Mr. Prakashraj Jain

Yes

Mr. Ugamraj Hundia

Yes

Mr. Ashwin A. Kataria

Yes

Mr. Pukhraj Jain

Yes

Mr. Pawankumar Murarka

No

Mr. Chandresh Shah

No

Mr. Amol Dalal

Yes

Mr. Ashish Shah

No

Mr. Jitendra Mamtora

No

Ms. Nipa P. Shah2

NA.

1Resigned

from the board w.e.f 13th November 2014.


as Additional Director w.e.f 30th March 2015.
Independent Directors Meeting:
The Independent Directors met on 30th March, 2015, without the attendance of Non-Independent Directors and
members of Management. The Independent Directors were present at such meeting reviewed the performance
of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company,
taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity
and timeliness of flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
Evaluation of the Boards Performance:
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and
individual Directors, including the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise
was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated
on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding
of minority shareholders interest etc.
Code of Conduct:
The Board has laid down a Code of Business Conduct and Ethics (the Code) for all the Board Members and Senior
Management of the Company. The Code is available on the website of the Company www.realstrips.com. All Board
Members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration
signed by the Chairman and Managing Director to this effect is attached at the end of this report.
The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the
provisions of the Companies Act, 2013.
2Appointed

(c)

(d)

(e)

25

24th Annual Report 2014-15

(f)

3.

Disclosures regarding appointment/re-appointment of Directors:


Mr.Ugamraj Hundia and Mr. A. K. Kataria, are retiring at the ensuing Annual General Meeting and being eligible, have
offered themselves for re-appointment.
Ms. Nipa P. Shah was appointed as an Additional Director w.e.f March 30, 2015 and will hold office up to the
ensuing Annual General Meeting. The Company has received a notice in writing from a member under Section 160
of the Companies Act, 2013 signifying his intention to propose Ms.Nipa P. Shah as a candidate for office of a
Director of the Company.
In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Nipa P. Shah is being appointed
as Independent Director to hold office as per her tenure of appointment as mentioned in the Notice of the
forthcoming Annual General Meeting of the Company.
The brief resume and other information required to be disclosed under this Section is provided in the Notice of the
Annual General Meeting.
Committees of the Board
A) Audit Committee:
(a) Constitution & Composition of Audit Committee:
The Audit Committee of the Company was constituted on 30 th January 2002 and subsequently
reconstituted from time to time to comply with statutory requirement.
During the year under review Audit Committee Meetings were held four times on 29th May 2014, 29th
July 2014, 13th November 2014, 12th February 2015.The intervening gap between the meetings was
within the period prescribed under Clause 49 of the Listing Agreement.
The Composition of the Audit Committee and details of attendance of the members at the committee
meetings during the year are given below:

B)

Name

Category

Mr.AmolDalal (Chairman)
Mr.Prakashraj Jain
Mr.PawankumarMurarka

Independent & Non-Executive Director


Joint Managing Director
Independent & Non-Executive Director

No. of Meetings during the year


Held
Attended
4
4
4
4
4
4

The Chief Financial Officer, representatives of statutory auditors, internal audit and finance & accounts
department are invited to the meetings of the Audit Committee.
Mr. Ajay Patel, Company Secretary and Compliance Officer act as Secretary of the Committee. The
Chairman of the Committee was present at the last Annual General Meeting held on 23 rd September,
2014.
The Committee discharges such duties and functions generally indicated in Clause 49 of the Listing
Agreement and Section 177 of the Companies Act, 2013 and such other functions as may be specifically
delegated to the Committee by the Board from time to time.
(b) Broad Terms of reference:
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated
under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
Nomination & Remuneration Committee:
(a) Constitution & Composition of Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company was constituted on 30th January 2002 and
subsequently reconstituted from time to time to comply with statutory requirement.
During the year under review Nomination & Remuneration Committee Meetings were held on 29th May
2014, 29th July 2014, 13th November 2014, 27th December 2014 and 30th March 2015.
The composition of the Nomination & Remuneration Committee and details of meetings attended by
the members are given below:

(b)
i).

Name

Category

Mr. Chandresh Shah (Chairman)


Mr.PawankumarMurarka
Mr. A. K. Kataria

Independent & Non-Executive Director


Independent & Non-Executive Director
Non - Executive Director

No. of Meetings during the year


Held
Attended
5
5
5
5
5
5

Brief Terms of reference:


The brief terms of reference of Nomination & Remuneration Committee are as under:
Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;.

26

24th Annual Report 2014-15

(c)

ii).

Formulation of criteria for evaluation of Independent Directors and the Board.

iii).

Devising a policy on Board diversity.

iv).

Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment
and removal;

v).

To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s)/Executive


Director(s) based on their performance and defined assessment criteria;

vi).

To carry out any other function as is mandated by the Board from time to time and / or enforced by any
statutory notification, amendment or modification, as may be applicable.

Remuneration Policy:
(i)

Remuneration to Non-Executive Directors


At present the Company does not have the policy of payment of remuneration to Non Executive
directors except by way of sitting fees for attending the meeting of the Board or a committee thereof.

(ii)

Remuneration to Executive Directors


The Company has credible and transparent policy in determining and accounting for the remuneration
of Executive Directors. Their remuneration is governed by external competitive environment, track
record, potential, individual performance and performance of the Company as well as industrial standards.
The remuneration determined for the Executive Directors is subject to the approval of Remuneration
Committee of the Board of Directors.

(d)

Details of Remuneration:
(i)

Non-Executive Directors:
The details of sitting fees and commission paid to Non-Executive Directors during the financial year
2014-15 is as under:
Name
Mr. A.K.Kataria
Mr. Ashwin A. Kataria
Mr. Pukhraj Jain
Mr. Pawankumar Murarka
Mr. Chandresh Shah
Mr. Amol Dalal
Mr. Ashish Shah
Mr. Jitendra Mamtora
Ms. Nipa P. Shah 1
1 Appointed

Commission
0
0
0
0
0
0
0
0
0

Sitting Fees
12000
6 00 0
10000
12000
10000
12000
10000
10000
0

Total `
12000
6 00 0
10000
12000
10000
12000
10000
10000
0

as an Additional Director w.e.f March 30, 2015

There were no other pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the
Company.
(ii)

Executive Directors:
A detail of remuneration paid/payable to Chairman & Managing Director and Whole Time Directors during
the financial year 2014-15 is as under:
Name

Salary `

B onus

Commission

Mr.
Mr.
Mr.
Mr.

3,60,000.00
3,60,000.00
3,60,000.00
3,60,000.00

NIL
NIL
NIL
NIL

NIL
NIL
NIL
NIL

Prakashraj Jain
Ugamraj Hundia
Arvindkumar D. Sanghvi 1
Ashwin A. kataria 2

1Resigned

from the board w.e.f 13th November 2014.


Whole time Director resigned from the board w.e.f. 27th December 2014 and noted that he will
continue as a Non-Executive Director of the Company.

27

24th Annual Report 2014-15

(iii) Details of shares of the Company held by Directors as on March 31, 2015 are as under:
Sr. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.

C)

Name of the Director


Mr. Amritlal K. Kataria *
Mr. Prakashraj Jain
Mr. Ugamraj Hundia
Mr. Chandresh Shah *
Mr. Pukhraj Jain *
Mr. Pawankumar Murarka *
Mr. Ashwin A. Kataria*
Mr. Amol R. Dalal *
Mr. Ashish Shah*
Mr. Jitendra Mamotra*
Ms. Nipa P. Shah

*Non-Executive Directors
The Company does not have any Employees' Stock Option Scheme and there is no separate provision for
payment of Severance Fees.
Stakeholders relationship committee:
(a) Constitution & Composition of Stakeholder Relationship Committee:
The Stakeholder Relationship Committee of Directors was constituted on 30 th January 2002 and
subsequently reconstituted from time to time to comply with statutory requirement.
During the year under review Stakeholder Relationship Committee Meeting was held on 20th December,
2014.
The composition of the Stakeholder Relationship Committee and details of meetings attended by the
members are given below:

(b)
(i)
(ii)
(c)

Name

C at e go ry

Mr. Chandresh Shah

Independent & Non-Executive Director

Mr. Pawankumar Murarka

Independent & Non-Executive Director

Mr. Prakashraj Jain

Joint Managing Director

No. of Meetings during


the year
Held
Att en de d

Brief terms of reference:


The brief terms of reference of Stakeholder Relationship Committee are as under:
To look into the redressal of shareholders and investors complaints like transfer of shares, non-receipt of
Annual Report, non-receipt of declared dividend, revalidation of dividend warrant or refund order etc.
To consider and resolve the grievances of security holders of the company.
Details of complaints received and redressed during the year:
Opening Balance
NIL

D)

No. of shares held as on 31.03.2015


69000
53800
71600
20000
121400
NIL
75000
7405
NIL
NIL
NIL

During the year


Received
NIL

Pending Complaints
Resolved
NIL

NIL

Risk Management Committee:

The Company has constituted Risk Management Committee. The Committee has laid down the procedures
to inform to the Board about the risk assessment and minimization procedures. The Board is responsible for
framing, implementing and monitoring the risk management plan of the Company.
During the year under review, Risk Management Committee met on November 14, 2014.
The composition of the Committee and details of meetings attended by the members of the Committee are
given below:
Name
C at e go ry
No. of Meetings during
the year
Held
Att en de d
Mr. Prakashraj Jain
Joint Managing Director
1
1
Mr. Amol R. Dalal
Independent & Non-Executive Director
1
1
Mr. Ramcharan Beriwala
Chief Financial Officer
1
1
The Company has a risk management framework to identify, monitor and minimize risks.

28

24th Annual Report 2014-15

4.
5.

6.

Subsidiary Companies:
The Company does not have any subsidiary company.
Whistle Blower Policy:
The Company encourages an open door policy where employees have access to the Head of the Business /
Function. In terms of the Real Stripss Code of Conduct, any instance of non-adherence to the Code or any other
observed unethical behaviour is brought to the attention of the immediate reporting authority, who is required to
report the same to the Head of Corporate Human Resources Department.
General Body Meetings:
(a) Annual General Meetings:
The date, time and location of the Annual General Meetings held during the preceding 3 years and special
resolutions passed there at are as follows:
Financial
Year
2013-14

Date

Location of Meeting

Time

23.09.2014

2012-13

25.09.2013

2011-12

22.09.2012

Atma Hall (Ahmedabad Textile Mills Associations),


Ashram Road, Ahmedabad
Atma Hall (Ahmedabad Textile Mills Associations),
Ashram Road, Ahmedabad
Atma Hall (Ahmedabad Textile Mills Associations),
Ashram Road, Ahmedabad

11.30
a.m
10.00
a.m
10.30
a.m

(b)

No. of special Resolutions


passed
7
NIL
1

Extraordinary General Meeting:

Financial
Year
2014-15

Date

Location of Meeting

Time

14.07.2014

Atma Hall (Ahmedabad Textile Mills Associations),


Ashram Road, Ahmedabad

4.30
p.m.

No. of special Resolutions


passed
3

(c)
(d)

7.

8.

Whether special resolutions were put through postal ballot last year, details of voting pattern: No
Whether any resolutions are proposed to be conducted through postal ballot:
No Special Resolution requiring a Postal Ballot is being proposed at the ensuing Annual General Meeting of the
Company.
(e) Procedure for postal ballot:
Prescribed procedure for postal Ballot as per the provisions contained in this behalf in the Companies Act,
2013 and the rules made there under as amended from time to time shall be complied with whenever
necessary.
Disclosures:
a)
There were no materially significant Related Party Transactions and pecuniary transactions that may have
potential conflict with the interest of the Company at large. The details of Related Party Transactions are
disclosed in financial section of this Annual Report in Note 2.27.
b)
In the preparation of the financial statements, the Company has followed the accounting policies and practices
as prescribed in the Accounting Standards.
c)
Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and
forms part of this Report.
d)
There has been no instance of non-compliance by the Company on any matter related to capital markets
during the last three years and no penalties or strictures have been imposed on the Company by the Stock
Exchanges or SEBI or any statutory authority.
e)
The Chief Executive Officer and the Chief Financial Officer have furnished a Certificate to the Board for the
year ended on March 31, 2015 in compliance with Clause 49 of Listing Agreement.
f)
A qualified Practicing Company Secretary carried out a reconciliation of Share Capital Audit to reconcile the
total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) and the total issued and listed capital. The secretarial audit confirms that the total
issued/paid-up capital of the Company is in agreement with the total number of shares in physical form and
the total number of dematerialized shares held with NSDL and CDSL.
The designated Senior Management Personnel of the Company have disclosed to the Board that no material,
financial and commercial transactions have been made during the year under review in which they have
personal interest, which may have a potential conflict with the interest of the Company at large.
Means of Communication:
The quarterly, half-yearly and annual results are published in widely circulating national and local dailies such as The
Business Standard in English, Economic Times in English and Economic Times (Gujarati) in Gujarati. These
results are not sent individually to the shareholders but are put on the website of the Company.

29

24th Annual Report 2014-15

9.

The Company's financial results, press release, official news and presentations to investors are displayed on the
Company's website www.realstrips.com.
General Shareholders Information:
(a) Annual General Meeting
Date
24th September 2015

(b)

Time
5:00 P.M

Venue
Atma Hall (Ahmedabad Textile Mills Association), Ashram Road, Ahmedabad - 380009

Financial Calendar (2015-16) (tentative)


Annual General Meeting
QuarterlyResults
Quarter ending on June 30, 2015
Quarter ending on September 30, 2015
Quarter ending on December 31, 2015
Annual Result of 2015-16

(c)
(d)
(e)

(f)
(g)
(h)

In the month of September, 2016

:
:
:

Last Week of July, 2015


Last Week of October, 2015
Last Week of January, 2016
Last week of May, 2016

Book Closure Date:15th September, 2015 to 23rd September, 2015.


(Both days inclusive)
Unclaimed Shares Lying in the Escrow Account: IDBI BANK.
Listing on Stock Exchanges : Bombay Stock Exchange Ltd.
Listing fees have been paid for the year 2015-16 as per the Listing Agreement with the respective Stock
Exchange.
Stock Code : BSE, Mumbai, 513558
Demat ISIN Number for NSDL & CDSL : INE183B01014
Market Price Data:
Market price data at the Stock Exchange, Mumbai for the year 2014-15 is given below:
Month
April 2014
May 2014
June 2014
July 2014
August 2014
September 2014
October 2014
November 2014
December 2014
January 2015
February 2015
March 2015

Registrar and Transfer Agent

(i)

Highest (Rs.)
`
26.45
31.00
35.70
40.00
33.40
43.35
39.10
32.95
26.75
25.00
22.20
25.90

Lowest (Rs.)
`
20.00
21.50
23.50
29.00
27.00
27.25
29.70
22.75
21.50
19.50
20.00
17.00

M/s MCS Share Transfer Agent Limited


101, Shatdal Complex, 1st Floor,
Opp Bata Show Room, Ashram Road,
Ahmedabad 380009
Mr.Balasubramaniam/Mr.Jagdish Patel
(079)26580461/26580462/26580463
09327055153/09898737835

Contact Person
:
Contact Telephone No.
:
Mobile No.
:
Share Transfer System:
MCS Share Transfer Agent Limited has been acting as the Depository Registrar for establishing connectivity
with NSDL and CDSL for Demat Segment and for physical segment as well with effect from 5th June, 2015.
MCS Share Transfer Agent Limited uses computerized share transfer system for processing transfer of shares.
On the basis of periodic report on various requests received from the shareholders, share transfer and other
requests are placed for approval of Shareholders Grievances Committee. The Company obtains from Mr.
Ashwin Shah, Company Secretary in practice half yearly certificate of compliance with the share transfer
formalities as required under Clause 47 (c) of the Listing Agreement and files a copy of the certificate with
the Stock Exchanges.
The Companys representatives visit the office of the Registrar and Share Transfer Agents from time to time
to monitor, supervise and ensure that there are no delays or lapse in the system.

30

24th Annual Report 2014-15

(j)

Distribution of Shareholding:

Distribution of shareholding as on 31.03.2015 is given below:


No. of Equity Shares held
1 - 5000
5001 - 10000
10001 -20000
20001- 30000
30001- 40000
40001- 50000
50001-100000
100001 & above
GRAND TOTAL
Physical Mode
Electronic Mode

(k)

Number of Shareholders
2275
49
27
13
6
7
23
11
2411
867
1544

% of Shareholders
94.3591
2.0324
1.1199
0.5392
0.2489
0.2903
0.9540
0.4562
100.00
35.96
64.04

No. of shares held


922117
360307
394644
324351
212350
325800
1671356
1769075
5980000
158950
5821050

Category of shareholders as on 31st March 2015:


Category
No. of Shares Held
Promoter Holding
(a) Indian Promoters
4,55,350
(b) Foreign Promoters
0
(c) Persons Acting in Concert
26,36,891
Financial Institutions/ Banks/ Mutual Funds
0
Resident Individuals & Corporates
28,73,054
NRIs / OCB
14,705
Grand Total
59,80,000

% of Shareholding
15.4200
6.0252
6.5994
5.4239
3.5510
5.4482
27.9491
29.5832
100.00
2.66
97.34

Percentage Held
7.61
0
44.10
0
48.04
0.25
100.00

Dematerialization of Shares and Liquidity:


58,21,050 equity shares representing 97.34% of the total Equity Capital of the Company are held in a
dematerialised form with National Securities Depository Limited (NSDL) and Central Depositories Services
(India) Limited (CDSL) as on 31st March 2015.
The Secretarial Audit Report from Mr. Ashwin Shah, Company Secretary in practice confirming that the total
issued capital of the Company is in aggregate with the total number of equity shares in physical form and the
total number of dematerialized equity shares held with NSDL and CDSL is placed before the Board on a
quarterly basis. A copy of the Audit Report is submitted to the stock exchanges where the equity shares of
the Company are listed.

(l)

Corporate Benefits to Shareholders:


a.

Dividend declared for the last seven years:

Financial
Year
2007-08
2009-10
2010-11
2011-12
2012-13
b.

Dividend Declaration
Date
25.09.2008
25.09.2010
24.09.2011
22.09.2012
25.09.2013

Dividend per equity share


(Rs.)
1
1
1
1
0.80

Dividend
(%)
10
10
10
10
8

Rate

Face Value per equity


share (Rs.)
10
10
10
10
10

Transfer of Unclaimed amounts to Investors Education and Protection Fund:


All unclaimed/unpaid dividend amount up to financial year 2006-2007 have been transferred to Investors
Education & Protection Fund and no claim will lie against the Company or the funds in respect of the
unclaimed amount so transferred.

(m) Outstanding GDRs/ ADRs/ Warrants and Convertible instruments, conversion date and likely
impact on equity: Not Applicable.

31

24th Annual Report 2014-15

(n)

Plant Location :
Survey No.245,
Village Sari, Taluka Sanand,
Ahmedabad-Bavla Highway,
Dist. - Ahmedabad, Pincode 382 220
Contact Mobile No 9824211499
Email ID works@realstrips.com
Correspondence with the Company: Address for correspondence with the Company is:
Mr. Ramcharan Beriwala
Real Strips Limited
401-402 Florence,
Opp. Ashram Road Post Office,
Ashram Road,
Ahmedabad 380 009
Contact Telephone No (079) 26580455, 26588788, 26581833
Fax No (079) 40068261
Website :

www.realstrips.com

Email ID :

ramcharan@realstrips.com; info@realstrips.com

32

24th Annual Report 2014-15

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE


To
The Members of
Real Strips Limited
Ahmedabad
We have examined the compliance of conditions of Corporate Governance by Real Strips Limited (the Company),
for the year ended on 31st March 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with
Stock Exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance
with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the
representations made by the Directors and the management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For MEHTA LODHA & CO.
(FIRM REGD. NO.106250W)
CHARTERED ACCOUNTANTS
PRAKASH D. SHAH
PARTNER
M. NO. 34363

PLACE: AHMEDABAD
DATE : 11th August, 2015

CEO / CFO CERTIFICATE


TO WHOMESOEVER IT MAY CONCERN
We Certify to the Board that:
(a)

We have reviewed the financial statements and the cash flow statement of Real Strips Limited for the year
and that to the best of our knowledge and belief:
(i)
these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii)
These statements together present a true and fair view of the Companys affairs and are in compliance
with existing accounting standards, applicable laws and regulations.

(b)

There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Companys code of conduct.

(c)

We accept responsibility for establishing and maintaining internal controls and that we have evaluated the
effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and
the steps we have taken or propose to take to rectify these deficiencies.

(d)

We have indicated to the Auditors and the Audit Committee:(i)


There have been no significant changes in internal control during the year;
(ii)
There have been no significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
(iii)
There have been no instances of significant fraud of which we have become aware and the involvement
therein, if any of the management or an employee having a significant role in the companys internal
control system.
For Real Strips Limited

Date: 30th May, 2015


Place: Ahmedabad

Ramcharan Beriwala
Chief Finance Officer

Shri Prakashraj Jain


Jt. Managing Director

33

24th Annual Report 2014-15

INDEPENDENT AUDITORS' REPORT


To,
The Members of Real Strips Limited,
Report on the Financial Statements
We have audited the accompanying financial statements of REAL STRIPS LIMITED(the Company), which
comprises the Balance sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow statement
for the year then ended and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013 (the Act) with respect to the preparation and presentation of these Financial statements that give a true
and fair view of the Financial position, Financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
financial statements. The procedures selected depend on the Auditors judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial
statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal
financial control system over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Financial
statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:(a)

in the case of the Balance Sheet, of the state of affairs of the Company as at March 31st, 2015;

(b)

in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c)

in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

34

24th Annual Report 2014-15

Report on Other Legal and Regulatory Requirements


1.

As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the
matters specified in the paragraph 3 and 4 of the Order, to the extent applicable for the year.

2.

As required by Section 143 (3) of the Act, we broadly report that:


(a)

We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.

(b)

In our opinion proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;

(c)

The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report
are in agreement with the books of account;

(d)

In our opinion, the aforesaid Financial statements, comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e)

On the basis of the written representations received from the director as on 31st March 2015 and taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from
being appointed as a director in terms of Section 164 (2) of the Act; and

(f )

With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
(i)

The Company has disclosed the impact of pending litigations on its Financial position in its financial
statements in note no. 2.26 to the financial statements.

(ii)

There are no long term contracts including derivative contracts and accordingly no provision is
required to be made for any loss from the same; and

(iii)

There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company during the year ended on March 31, 2015.

FOR, MEHTA LODHA & CO.


(FIRM REGD.NO: 106250W)
CHARTERED ACCOUNTANTS

PRAKASH D SHAH
Place: Ahmedabad
DATE: 30TH MAY, 2015

PARTNER
Membership .No. 34363

35

24th Annual Report 2014-15

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT


[ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF REAL
STRIPS LIMITED, FOR THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31 st MARCH 2015]
(i)
(a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) The Company has a programme of physical verification of its fixed assets by which fixed assets are
verified at regular intervals. In accordance with this programme fixed assets were verified during the
year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(ii) (a) As informed to us, the inventory has been physically verified by the management during the year. In our
opinion, the frequency of such physical verification is broadly reasonable.
(b) The procedures of physical verification of inventory followed by the management are reasonable and
adequate in relation to the size of the company and the nature of its business.
(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of
inventories, were not material, and have been properly dealt with in the books of accounts.
(iii) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or
other parties covered in the register maintained under section 189 of the Companies Act, 2013 (the Act)
and accordingly paragraph 3(iii) (a) & (b) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal
control system commensurate with the size of the Company and the nature of its business, for the purchase
of inventory and fixed assets and sale of goods and services. We have not observed any major weakness in
the internal control system during the course of the audit.
(v) The Company has not accepted deposits from the public (other than exempted public deposits) and accordingly
paragraph 3 (v) of the Order is not applicable.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies
(Cost Records and Audit) Rules, 2014 prescribed by the Central Government under sub section (1) of section
148 of the Companies Act, 2013 and are of the opinion that prima-facie, the prescribed accounts and records
have been made and maintained. We have however not made a detailed examination of the same.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company is regular in depositing undisputed statutory dues including
provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax, cess and other material statutory dues with the appropriate
authorities.
Further no undisputed amounts payable in respect of above dues were in arrears as at 31st March 2015
for a period of more than six months from the date they became payable.
(b) On the basis of information furnished to us, following are the details of outstanding dues in respect of
income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess,
which have not been deposited on account of any dispute:Name of the Statute

Nature of dues

` In lakhs

Central Excise Act, 1944


Customs Act, 1962
Finance Act, 1994
(Co Applicant)
Central Excises Act,
1944
Central Excises Act,
1944
Central Excises Act,
1944
Income tax Act, 1961

Penalty

1.00

Service Tax (Penalty)

1.37

Service Tax (Penalty)

Period
to
which
amount relates
2003-04

Forum where dispute


is pending
Honble CESTAT

1.59

2008-09&
2009-10
2010-11

Honble Gujarat
Court
Honble CESTAT

Service Tax (Duty)

7.42

2011-12

Honble CESTAT

Income Tax

92.30

2011-12

Honble Commissioner
of Income Tax(Appeals)

High

36

24th Annual Report 2014-15

(c)

The amount required to be transferred to investor education and protection fund has been transferred
within time in accordance with the relevant provisions of the Companies Act, 1956 and rules made
there under.

(viii) There are no accumulated losses of the company at the end of the financial year. The Company has incurred
cash loss in the current financial year and not in immediate preceding year.
(ix)

Based on our audit procedures and on the information and explanations given by the management, we are
of the opinion that the company has not defaulted in repayment of dues to any financial institution or Bank.

(x)

The company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi)

During the year, the company has not taken any new Term Loans.

(xii) During the course of our examination of the books and records of the company, carried out in accordance
with generally accepted practices in India, and according to the information and explanations given to us, we
have neither come across any instances of material fraud on or by the Company, noticed or reported during
the year, nor have we been informed of such case by the management.

FOR, MEHTA LODHA & CO.


(FIRM REGD.NO: 106250W)
CHARTERED ACCOUNTANTS

PRAKASH D SHAH
Place: Ahmedabad
DATE: 30

TH

MAY, 2015

PARTNER
Membership .No. 34363

37

24th Annual Report 2014-15

BALANCE SHEET AS AT 31ST MARCH, 2015


NOTE NO.

AS AT
31ST MARCH 2015
`

(a)
(b)

EQUITY AND LIABILITIES


Shareholders' funds
Share Capital
Reserves & Surplus

2.01
2.02

59,750,000
383,944,121

59,750,000
433,116,403

(a)
(b)

Non - Current liabilities


Long Term Borrowings
Deferred Tax Liability (Net)

2.03
2.04

54,000,000
39,358,100

91,000,000
33,375,100

(a)
(b)
(c)
(d)

Current liabilities
Short-term borrowings
Trade Payables
Other current liabilities
Short Term Provisions

2.05
2.06
2.07
2.08

1,325,638,356
394,395,098
58,495,115
3,123,502

1,602,958,511
247,914,518
85,652,294
2,236,558

2,318,704,292

2,556,003,384

SR. NO.

PARTICULARS

TOTAL

AS AT
31ST MARCH 2014
`

(b)
(c)
(d)

ASSETS
Non-current Assets
Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital work-in-progress
Non-current Investments
Long-term loans and advances
Other Non-Current Assets

2.09
2.09
2.09
2.10
2.11
2.12

498,628,560
1,115,644
54,203,778
530,370
16,247,708
40,489,312

513,330,921
1,776,762
4,196,940
530,370
29,093,482
56,685,411

(a)
(b)
(c)
(d)
(e)

Current Assets
Inventories
Trade Receivables
Cash and Bank Balances
Short-term loans and advances
Other Current assets

2.13
2.14
2.15
2.16
2.12

412,886,183
1,234,313,397
829,635
57,203,200
2,256,505

585,581,156
1,278,164,027
9,996,012
73,466,806
3,181,497

2,318,704,292

2,556,003,384

(a)

TOTAL

Significant Accounting Policies


1
Notes to Accounts
2
The accompanying notes are an integral part of the financial statements.
This is the Balance Sheet referred
to in our report of even date attached

For & on behalf of the Board of Directors


of Real Strips Limited

For & on behalf of


Mehta Lodha & Co.
Firm Registration No: 106250W
Chartered Accountants

A. K. Kataria
DIN: 00435496

Chairman

Prakashraj S. Jain
DIN: 00435076

Joint Managing Director

Ugamraj M. Hundia
DIN: 00435229

Joint Managing Director

Ramcharan Beriwala

Chief Financial Officer

Ajay Patel

Company Secretary

Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015

38

24th Annual Report 2014-15

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
Sr.
No.
A

PARTICULARS
Continuing Operations
Income
Revenue from operations (Gross)
Less : Excise duty
Other Income

Note
No.

2.17

2014-2015
`

3,827,697,962
412,226,247

Expenditure
Cost of Raw Materials Consumed - Hot
Rolled Stainless Strips/Coils
Purchase of Traded Goods - Cold
Rolled Stainless Strips/Coils
Changes in Inventories of Finished
Goods and Work-in-Progress
Employee Benefits Expenses
Finance Costs
Depreciation and amortization expenses
Other Expenses
Preliminary Expenses Written off

3,415,471,715

2.18

Total Revenue

3,228,105,182
6,460,718

3,447,798,044

3,234,565,900

2,123,659,718

2,236,528,273

802,051,506

628,813,436

66,948,507
67,689,825
113,082,806
40,044,574
277,485,942
197,572

(168,836,676)
58,842,808
135,761,718
64,071,348
255,932,234
59,980

3,491,160,450

3,211,173,121

(43,362,406)

23,392,779

4,673,000
(4,269,000)

(188,669)
14,600
5,983,000

(3,884)
25,000
386,000

(49,171,337)

22,581,663

(945)

495,313

(49,172,282)

23,076,976

Negative

3.86

Profit/(Loss) before Tax (A-B)


Tax Expenses
Current Tax
Less: MAT Credit Entitlement
Short/(Excess) Provision of Tax/MAT Credit
entitlement for earlier year
Wealth tax
Deferred Tax
Profit/(Loss) for the year from
continuing operation
carried to Balance sheet
Add/(Less) : Prior Period Adjustment
Profit/(Loss) for the year from
continuing operation carried to
Balance sheet
Earnings per equity share of Face
Value ` 10 each:
Basic and diluted (In `)

3,611,592,384
383,487,202

32,326,329

2.19
2.20
2.21
2.09
2.22

Total Expenses

2013-2014
`

2.23

2.24

Significant Accounting Policies


1
Notes to Accounts
2
The accompanying notes are an integral part of the financial statements.
As per our report of even date attached
For & on behalf of
Mehta Lodha & Co.
Firm Registration No: 106250W
Chartered Accountants

Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015

For & on behalf of the Board of Directors


of Real Strips Limited
A. K. Kataria
Chairman
DIN: 00435496
Prakashraj S. Jain
DIN: 00435076

Joint Managing Director

Ugamraj M. Hundia
DIN: 00435229

Joint Managing Director

Ramcharan Beriwala

Chief Financial Officer

Ajay Patel

Company Secretary

39

24th Annual Report 2014-15

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015
PARTICULARS

A.

B.

C.

Year Ended
31st March 2015
`

CASH FLOW FROM OPERATING ACTIVITIES :


Net profit before tax & extra-ordinary items
Adjusted for
- Depreciation
- Loss/ (Profit) on sale of fixed assets
- Financial Expenses
- Interest Income
- Dividend Income
- Preliminary and Public issue expenses written off
Operating profit before working capital changes :
Changes in:- Trade & others receivables
- Inventories
- Long Term Loans & Advances
- Short Term Loans & Advances
- Trade Payables
- Other Current Liabilities
- Short Term Provisions
- Other Non Current Liabilities
Cash generated from operations :
- Direct taxes paid/payable
Cash flow before extra-ordinary items :
Extra-ordinary items-Prior period adjustment
NET CASH FROM OPERATING ACTIVITIES (A)
CASH FLOW FROM INVESTING ACTIVITIES:
Investment
Purchase of fixed assets and change in Capital Work in Progress
Sale of fixed assets
Dividend Income
NET CASH USED IN INVESTING ACTIVITIES (B)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Long Term Borrowings
Proceeds from Short Term Borrowings
Financial Expenses paid
Interest Income
Dividend and Dividend Tax Paid
NET CASH USED IN FINANCING ACTIVITIES (C)
NET CHANGES IN CASH & CASH EQUIVALENTS (A)+(B)+(C)
OPENING CASH & CASH EQUIVALENTS
CLOSING CASH & CASH EQUIVALENTS

Year Ended
31st March 2014
`

(43,362,406)
40,044,574
87,944
113,082,806
(6,330,552)
(1,312)
15,001

146,898,461
103,536,055

60,956,720
172,694,973
12,845,774
20,779,104
146,480,580
(27,134,224)
897,344
-

23,392,779
64,071,348
193,879
135,761,718
(5,963,186)
(10,796)
59,980

194,112,943
217,505,722

387,520,271
491,056,326
(4,351,829)
486,704,497
(945)
486,703,552

(252,605,138)
(183,571,582)
(23,812,292)
38,985,582
208,404,680
(20,710,448)
(73,263)
(770,572) (234,153,033)
(16,647,311)
(8,270,824)
(24,918,135)
495,313
(24,422,822)

(75,655,277)
879,400
1,312
(74,774,565)

(200,000)
(50,418,993)
206,000
10,796
(50,402,197)

(37,000,000)
(277,320,155)
(113,105,761)
6,330,552
(421,095,364)
(9,166,377)
9,996,012
829,635

(61,068,696)
281,450,118
(137,831,616)
5,963,186
(5,597,041)
82,915,951
8,090,932
1,905,080
9,996,012

Notes:
(1) Figures in brackets indicates outflows.
(2) The figures of the previous year have been regrouped and rearranged wherever necessary.

As per our report of even date attached


For & on behalf of
Mehta Lodha & Co.
Firm Registration No: 106250W
Chartered Accountants

Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015

For & on behalf of the Board of Directors


of Real Strips Limited
A. K. Kataria
Chairman
DIN: 00435496
Prakashraj S. Jain
DIN: 00435076

Joint Managing Director

Ugamraj M. Hundia
DIN: 00435229

Joint Managing Director

Ramcharan Beriwala

Chief Financial Officer

Ajay Patel

Company Secretary

40

24th Annual Report 2014-15

NOTE 1
SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED ON 31ST MARCH, 2015
Corporate Information
Real Strips Limited (the Company) is a Listed public company domiciled in India and incorporated under the provisions
of the Companies Act, 1956. The Company is engaged in Business of manufacturing/trading of Cold Rolled Stainless
Strips/coils. Its shares are listed on Bombay Stock Exchange in India.
1.01 Basis of Preparation of Financial Statements
The Financial Statements are prepared to comply in all material respects with the Accounting Standards notified by
the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The financial
statements have been prepared under the historical cost convention on an accrual basis in accordance with the
generally accepted accounting principles in India.
1.02 Use of Estimates
The preparation of financial statements in confirmity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets & liabilities and
disclosures of contingent liabilities at the date of financial statements and the results of operation during the
reporting period. Although these estimates are based upon management's best knowledge of current events and
actions, actual results could differ from these estimates. Difference between the actual results and estimates are
recognized in the period in which the results are known/materialised.
1.03 Tangible Assets :
a)
Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. The cost of fixed
assets includes non refundable taxes, duties, freight and other incidental expenses related to the acquisition
and installation of the respective assets.
b)
All the preoperative expenditure including interest on borrowing for the project/ item, incurred on capital
work in progress or on fixed assets upto the date of installation of the individual item as taken by the
company is capitalized and added on pro-rata basis to the cost of respective fixed Assets.
1.04 Intangible Assets :
An intangible asset is recognised, only where it is probable that future economic benefits attributable to the asset
will accrue to the enterprise and the cost can be measured reliably.
1.05 Borrowing Costs:
Borrowing Costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized
as part of the cost of such assets. Exchange difference arising from foreign currency term loan borrowing beyond
adjustment to interest cost is capitalized as part of such assets. A qualifying asset is one that necessarily takes
substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.
1.06 Impairment of Assets:
a)
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be
impaired. If any such indication exists, the Company estimates the recoverable amount of the assets. If such
recoverable amount of the assets is less than its carrying amount, the carrying amount is reduced to its
recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of
profit and loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss
no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount
subject to a maximum of depreciated historical cost.
b)
After impairment, depreciation is provided on the revised carrying amount after deducting 5% of Historical
cost of the asset over its remaining useful life.
1.07 Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past event and it is probable
that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value and are determined based on best estimate required to
settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized
nor disclosed in the financial statements.
1.08 Leases:
Where the Company is the lessee
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item,
are classified as operating leases. Operating lease payments are recognized as a Capital assets till the assets are not
put to use.
1.09 Deferred Revenue Expenses And Public Issue Expenses:
Public Issue Expenses and Preliminary expenses are amortized over a period of 5 years.

41

24th Annual Report 2014-15

1.10 Depreciation:
a)
The company has provided Depreciation on Straight-Line Method (SLM) on a) Plant & Machinery and
b) Vehicles over the useful life of Assets as defined in Schedule II of the Companies Act, 2013.
b)
Building, Furniture & Fixtures and Computers are depreciated on the Written Down Method over the useful
life of Assets as defined in Schedule II of the Companies Act, 2013.
c)
The Life has been decided by the Management considering the type and nature of assets as defined in
Schedule II of The Companies Act, 2013. Except in case of Workroll, where the useful life of the asset is
taken as less than one year considering it's nature & frequent replacement.
d)
Since the Depreciation for the Year under consideration has been computed considering the Balance useful
life of the assets to comply with requirements of Schedule II of Companies Act, 2013, and being a transitional
year, the Impact of change in method of depreciation has been reported.
1.11 Inventories :
Raw materials,Work in Progress and finished goods are valued at lower of cost or net realisable value. Stores &
spare parts are stated at cost. Cost comprise all cost of purchase, cost of conversion and other costs incurred in
bringing the inventories to their present location and condition. Cost formulae used is 'First-in-First-Out method'.
1.12 Revenue Recognition
a)
Revenue from operations (gross) represents the amounts receivable for goods and services sold including
excise duty thereon, Interest for late payment and forfeiture of sales advances,but excludes VAT/CST, trade
discounts & other taxes, adjustments for late delivery charges and material returned/rejected.
b)
Interest income is recognized on time proportion basis taking into account the amounts outstanding and the
rates applicable.
c)
Dividend is recognized when the Company's right to receive dividend is established by the balance sheet
date.
d)
Revenue from windmill is recognised on unit generation basis.
1.13 Raw Material Consumption :
Cost of Raw Material Consumed includes interest expenses for late payment to suppliers.
1.14 Excise / Custom Duties:
Excise Duty on manufactured goods remaining in the inventory is included as a part of valuation of finished goods
& Scrap. The customs duty on raw materials, stores, spares & components is accounted on clearance thereof.
1.15 Foreign Currency Transactions :
a)
Foreign currency transaction are accounted at the exchange rate prevailing on the date of transaction.
Monetary items related to foreign currency transaction remaining unsettled at the end of the year are
translated at year end rates. Any exchange gain or loss arising out of the subsequent fluctuation are accounted
for in the Statement of Profit and Loss.
b)
In respect of forward contracts assigned to the foreign currency assets/liabilities as at Balance Sheet date,
the proportionate premium/discount for the period up to the date of Balance sheet is recognized in the
Statement of Profit and Loss. The exchange difference measured by the exchange rate between the
inception of the forward contract and agreed contracted rate is applied on foreign currency amount of the
forward contract.
1.16 Treatment Of Retirement Benefits :
Company contributes to group gratuity policy with SBI Life Insurance as per actuarial valuation as on the Balance
Sheet date for future payment of Gratuity to employees. Company's contributions paid/payable during the year to
Provident Fund are charged to the Statement of Profit & Loss. Privilege leave is accounted for on accrual basis.
1.17 Taxation:
Income-tax expense comprises current tax and deferred tax charge or credit. Tax on income for the current period
is determined on financial year basis computed in accordance with the provisions of the Income Tax Act,1961 and
based on expected outcome of assessment/appeal.
Minimum Alternative Tax (MAT) paid in accordance to the tax laws , which gives rise to the future economic
benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing
evidence that the Company will pay normal income tax after the tax holiday period . Accordingly, MAT is recognised
as an asset as MAT Credit Entitlement in the balance sheet when it is probable that the future economic benefit
associated with it will flow to the Company and the asset can be measured reliably.

42

24th Annual Report 2014-15

1.18 Deferred Taxation:


The deferred tax charge or credit is recognised using the tax rates that have been enacted or substantially
enacted by the balance sheet date. Where there is unabsorbed depreciation or carry forward losses, deferred tax
assets are recognised only if there is virtual certanity of realisation of such assets. Other deferred tax assets are
recognised only to the extent there is reasonable certanity of realisation in future. Deferred tax assets/ liabilities
are reviewed as at each Balance Sheet date based on development during the year and available case laws, to
reassess realisation/liabilities.
1.19 Investment:
Investments are stated at cost. Dimunition in the value, if any, which is of permanent nature is provided for.
1.20 Cash and Cash Equivalents
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and shortterm investments with an original maturity of three months or less.
1.21 Cash Flow Statement
Cash flow statement is prepared using the indirect method, whereby profit before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flow from operating, investing and financing activities of the Company are segregated
based on the available information.
1.22 Segment Reporting
The Company's operating businesses are organised and managed separately according to the nature of products
provided, with each segment representing a strategic business unit that offers different products and serves
different markets. The analysis of geographical segment is based on the geographical location of the customers.
The company prepares its segment information in confirmity with the accounting policies adopted for preparing
and presenting the financial statements of the company as a whole.
1.23 General
Accounting policies not specifically referred to are consistent with generally accepted accounting policies.
2.00 Notes to Accounts
2.01 SHARE CAPITAL
a

Authorised, Issued, Subscribed and Paid- Up Capital:


PARTICULARS

AS AT 31ST MARCH 2015


(AMT IN `)

Authorised
1,20,00,000 (80,00,000) Equity Shares of ` 10 each
5,00,000 (5,00,000) Preference Shares of `10 each
Issued, Subscribed & Paid up
59,80,000 (59,80,000) Equity Shares of ` 10 each
Less: Call in Arrears-Other than Directors
Total

b.

120,000,000
5,000,000

59,800,000
(50,000)

59,750,000
59,750,000

80,000,000
5,000,000

59,800,000
(50,000)

59,750,000
59,750,000

A reconcilliation of the number of shares outstanding at the beginning and at the end of the
reporting Year.
PARTICULARS
Shares outstanding at the beginning of the Year
Shares outstanding at the end of the Year

AS AT 31ST MARCH 2014


(AMT IN `)

EQUITY SHARES
AS AT 31ST MARCH 2015
NUMBERS
5,980,000
5,980,000

EQUITY SHARES
AS AT 31ST MARCH 2014
NUMBERS
5,980,000
5,980,000

Rights, preference and restriction attached to Equity Shares


The company has only one class of equity shares having a face value of ` 10/- per share. Each holder of equity
shares is entitled to one vote per share. The company declares and pays dividend in Indian rupees. The
proposed dividend recommended by the Board of Directors is subject to the approval of the Shareholders.
In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.

43

24th Annual Report 2014-15

d
e

There were no shares reserved at the year-end for issue under options and contracts / commitments for the
sale of shares / disinvestment.
Share Holders Holding more than 5% of the Shares
NAME OF SHAREHOLDER

Ascendum Systems Pvt Ltd

f
g

EQUITY SHARES
AS AT
31ST MARCH 2015

EQUITY SHARES
AS AT
31ST MARCH 2014

No. of
Shares held

% of
Holding

No. of
Shares held

% of
Holding

300,000

5.02

Aggregate number of Bonus Shares issued, shares issued for consideration other than Cash and Shares
Bought back during the Period of five Years immediately preceding the reporting date.
- NIL
The Company have calls in arrears / unpaid calls of ` 50000/- (P.Y 50000/-)and has not forfeited any shares at
balance sheet.

2.02 RESERVES & SURPLUS


PARTICULARS

AS AT
31ST MARCH 2015
(Amt In `)

AS AT
31ST MARCH 2014
(Amt In `)

(A) Capital Reserve


Government Subsidy
As per Last Balance Sheet

1,500,000

1,500,000

108,700,000

108,700,000

75,000,000

75,000,000

(B) Share Premium Account


As per Last Balance Sheet
(C) General Reserve
As per Last Balance Sheet
(D) Surplus/ (Deficit) in the Statement of
Profit and Loss
As per Last Balance Sheet

247,916,403

Add: Profit/ (Loss) for the year

(49,172,282)

Total

224,839,427
198,744,121

23,076,976

383,944,121

247,916,403
433,116,403

2.03 LONG TERM BORROWINGS


PARTICULARS

AS AT
31ST MARCH 2015
(Amt In `)
Non- Current

Current

AS AT
31ST MARCH 2014
(Amt In `)
Non- Current

Current

Secured
Term Loans from Bank
- Rupee Term Loan-[Note No.1(a)]
- Corporate Loan-[Note No.1(b)]
Total

Notes:1)
(a)

(b)

54,000,000

28,000,000

82,000,000

1,075,941

9,000,000

28,000,000
14,000,000

54,000,000
54,000,000

29,075,941
29,075,941

91,000,000
91,000,000

42,000,000
42,000,000

Term Loan from State Bank of India are secured by way of First charge on Fixed Assets of the company,
movable and/or immovable, present or future situated at Survey No.244, 245 and 247 at : Village : Sari,
Taluka : Sanand, District : Ahmedabad (Gujarat) and office situated at 401-402, "Florence" Opp.Ashram Road
P.O., Ashram Road, Ahmedabad - 380 009 and Wind Mill situated at Ukhrala (Dist.Bhavnagar), Gujarat and
further said loans are also secured by personal guarantees of some of the Directors of the Company.
Corporate Loan from Union Bank of India is Secured by way of Second Charge on Fixed Assets of the
company and personal guarantees of some of the Directors of the Company.

44

24th Annual Report 2014-15

(AMT IN `)
Maturity Profile
Long Term Loan From Bank

2016-17

2017-18

2018-19

2019-20

19,000,000

10,000,000

20,000,000

5,000,000

2.04 DEFERRED TAX LIABILITY (NET)


PARTICULARS

Deferred Tax Liability

AS AT
31ST MARCH 2015
(Amt In `)

AS AT
31ST MARCH 2014
(Amt In `)

39,550,100

33,375,100

(192,000)

39,358,100

33,375,100

Fixed Assets: Impact of Difference between Tax Depreciation and


Book Depreciation
Deferred Tax Assets
Impact of Expenditure Charged to statement of Profit & Loss But allowed for
Tax purpose on Payment Basis
Total
2.05 SHORT TERM BORROWINGS
PARTICULARS

AS AT
31ST MARCH 2015
(Amt In `)

AS AT
31ST MARCH 2014
(Amt In `)

Secured
Working Capital Facilities from Banks (Note No.1)

1,092,413,429

1,329,078,895

Subtotal

1,092,413,429

1,329,078,895

Unsecured (Repayable on Demand)


Deposits/ Loans from
Directors
Other Body Corporates
Subtotal
Total
1)

32,200,000

51,000,000

201,024,927

222,879,616

233,224,927

273,879,616

1,325,638,356

1,602,958,511

Working Capital facilities from Union Bank of India, State Bank of India and IDBI Bank Limited are secured by way hypothecation
of Inventories, Book debts and personal guarantees of some of the Directors of the Company and further said loan is also
secured by way of second charge on Fixed Assets of the Company.

2.06 TRADE PAYABLES


PARTICULARS

AS AT
31ST MARCH 2015
(Amt In `)

AS AT
31ST MARCH 2014
(Amt In `)

- Others

394,395,098

247,914,518

Total

394,395,098

247,914,518

There are no Micro, Small and Medium Enterprise, as defined in the Micro, Small, Medium Enterprise Development Act, 2006, to
whom the company owes dues on account of principal amount together with interest and accordingly no additional disclosure have
been made. The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such parties
have been identified on the basis of information available with the company. This has been relied upon by the auditor.

45

24th Annual Report 2014-15

2.07 OTHER CURRENT LIABILITIES


PARTICULARS

AS AT

AS AT

31ST MARCH 2015

31ST MARCH 2014

(Amt In `)

(Amt In `)

Unclaimed Dividend #
Current Maturity on Long term Borrowings

477,063

592,584

29,075,941

42,000,000

1,495,495

1,822,908

660,468

356,010

Interest Accrued & due on Borrowings


Interest Accrued but not due on Borrowings
Creditors for Capital Expenditure
Advance Received from Customers

5,025,060

8,986,965

12,373,358

13,532,556

Other Liabilities
Provident Fund & Other Contribution
Tax Deducted and Collected at Source
Service Tax, Entry Tax, VAT and CST Payable
Excise Duty on Stock of Finished Goods

601,294

312,061

1,253,187

2,713,835

1,584

5,684,974

7,531,665

9,387,730

Total

9,650,401

58,495,115

18,361,271
85,652,294

#These figures do not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund.
2.08 SHORT TERM PROVISIONS
PARTICULARS
Provision for Leave Encashment

AS AT

AS AT

31ST MARCH 2015

31ST MARCH 2014

(Amt In `)

(Amt In `)

3,108,902

2,211,558

Provision for Wealth Tax


Total

14,600

25,000

3,123,502

2,236,558

2.09 Fixed Assets


DESCRIPTION

(Amount in `)
GROSS BLOCK
AS AT
01/04/2014

TANGIBLE ASSETS:
Own Assets:
Freehold Land
B ui ldi ng
Plant and Machinery
Office Equipments
Furnitures & Fixture
Co mput er
Vehicle s
Total(A)
INTANGIBLE ASSETS:
Soft ware
Total(B)
Total(A+B)
Previous Year
Capital Work in Progress*

ADDITION

DEPRECIATION
DEDUCTION

AS AT
31/03/2015

AS AT
01/04/2014

FOR THE
YEAR

DEDUCTION

NET BLOCK
AS AT
31/03/2015

AS AT
31/03/2015

AS AT
31/03/2014

9 43 ,94 6
1 47 ,51 6 ,97 7
9 29 ,37 8 ,27 1
7 02 ,75 5
11 ,2 14 ,9 89
2,52 7,23 2
12 ,5 68 ,2 56
1,104,852,426

6,34 7,83 7
17 ,7 53 ,1 68
1,09 3,18 5
3 50 ,61 8
6 1 ,6 3 1
25,606,439

943,946
153,864,814
2,17 3,92 9
944,957,510
702,755
12,308,174
2,877,850
1,08 2,69 2
11,547,195
3,256,621 1,127,202,244

61 ,6 86 ,1 64
5 14 ,82 9 ,86 0
5 33 ,20 2
8,49 4,97 6
2,09 7,15 4
3,88 0,14 9
591,521,505

10 ,2 95 ,7 90
25 ,6 51 ,0 96 1,42 9,51 6
1 34 ,41 5
1,13 7,55 7
3 40 ,18 9
1,78 2,40 9
8 59 ,76 1
39,341,456 2,289,277

71,981,954
539,051,440
667,617
9,632,533
2,437,343
4,802,797
628,573,684

943,946
9 43 ,94 6
81,882,860 85 ,8 30 ,8 13
405,906,070 4 14 ,54 8 ,41 1
35,138
1 69 ,55 3
2,675,641
2,72 0,01 3
440,507
4 30 ,07 8
6,744,398
8,68 8,10 7
498,628,560 513,330,921

2,81 2,70 5
2,812,705
1,107,665,131
1,041,128,392

4 2 ,0 0 0
42,000
25,648,439
67,421,694

2,85 4,70 5
2,854,705
3,256,621 1,130,056,949
884,955 1,107,665,131

1,03 5,94 3
1,035,943
592,557,448
528,971,176

7 03 ,11 8
703,118
40,044,574 2,289,277
64,071,348
485,076

1,73 9,06 1
1,739,061
630,312,745
592,557,448

1,11 5,64 4
1,77 6,76 2
1,115,644
1,776,762
499,744,204 515,107,683
515,107,683 512,157,216
54,203,778
4,196,940

*Capital Work In Progress includes capital goods in transit, if any.


As per the requirement of the " Companies Act, 2013 " (The Act), the company has evaluated the useful
lives of its Fixed Assets and has computed Depreciation according to the provisions of Schedule II of the Act.
Consequently, in the Financial Statements of the company , the Depreciation charged for the Year ended on
31st March, 2015 is Lower by ` 98.63 Lacs.

46

24th Annual Report 2014-15

2.10 NON CURRENT INVESTMENTS


AS AT
PARTICULARS

AS AT

31ST MARCH 2015 31ST MARCH 2014


(Amt In `)

(Amt In `)

110,990

110,990

200,000

200,000

200,000

200,000

19,380

19,380

530,370

530,370

Investment in Equity Instruments (Quoted)


1009 (P.Y 1009) Equity Share of Union Bank of India of ` 10/- each
Investment in Mutual Funds (Quoted)
20000 (P.Y 20000) units of SBI Infrastructure Fund of ` 10/- each
Investment in Mutual Funds (Quoted)
20000 (P.Y 20000 ) units of Union KBC Capital Protection Oriented Fund of ` 10/- each
Other Investments
Silver
(Market Value of Quoted Investments ` 6,48,817/- (P.Y. ` 5,17,596/-)
Total
There were no Current Investment and Associate investment during the year of the company.
2.11 LONG TERM LOANS & ADVANCES

AS AT
AS AT
31ST MARCH 2015 31ST MARCH 2014
(Amt In `)
(Amt In `)

PARTICULARS
Unsecured Considered Good
Security Deposits
Advances for Capital Goods
Total

15,247,708
1,000,000
16,247,708

15,469,708
13,623,774
29,093,482

2.12 OTHER ASSETS


PARTICULARS

NON -CURRENT
AS AT
31ST MARCH 2015
(Amt In `)

Preliminary Expenses
(to the extent not written off or adjusted)
Margin Money Deposit
Non Current Cash and Bank Balance (note 2.15) *
Interest acrrued but not due on Margin Money
Deposits & others
Total

CURRENT

AS AT
31ST MARCH 2014
(Amt In `)

AS AT
AS AT
31ST MARCH 2015 31ST MARCH 2014
(Amt In `)
(Amt In `)

730,282

15,001

39,759,030

56,670,410

2,256,505

3,181,497

40,489,312

56,685,411

2,256,505

3,181,497

* The amount of Margin Money Deposits with Banks are subject to banks lien.
2.13

INVENTORIES
PARTICULARS
(As Valued,verified & certified by the Management)
a. Raw Material
[includes goods-in-transit Rs. NIL
(Previous year ` 3,02,35,938/-)]
b. Work In Process
c. Finished Goods
- Manufacturing
- Trading
d. Stores and Spares
[includes goods-in-transit Rs. NIL
(Previous year ` 7,573/-)]
Total

AS AT
31ST MARCH 2015
(Amt In `)
74,862,506

AS AT
31ST MARCH 2014
(Amt In `)
167,792,582

228,784,385

212,947,187

66,268,463
-

66,268,463
42,970,829

412,886,183

87,728,080
61,326,088

149,054,168
55,787,219

585,581,156

47

24th Annual Report 2014-15

2.14 TRADE RECEIVABLES


AS AT
PARTICULARS

AS AT

31ST MARCH 2015

31ST MARCH 2014

(Amt In `)

(Amt In `)

(Unsecured & Considered good) Refer Note No.2.31(b)


- Over Six Months
- Others
Total

115,627,435

138,594,814

1,118,685,962
1,234,313,397

1,139,569,213
1,278,164,027

2.15 CASH AND BANK BALANCES


PARTICULARS

NON -CURRENT
AS AT
31ST MARCH 2015
(Amt In `)

a. Cash & Cash Equivalents


- Balance in Current Account
- Unclaimed Dividend Account
- Cash on Hand

CURRENT

AS AT
31ST MARCH 2014
(Amt In `)

AS AT
AS AT
31ST MARCH 2015 31ST MARCH 2014
(Amt In `)
(Amt In `)

118,459
477,063
234,113

9,218,476
592,584
184,952

829,635

9,996,012

39,759,030
39,759,030

56,670,410
56,670,410

829,635

9,996,012

b. Other Bank Balances


Margin Money Deposit
Amount disclosed under non-current assets (note 2.12)
Total
2.16 SHORT TERM LOANS & ADVANCES
AS AT
PARTICULARS

AS AT

31ST MARCH 2015

31ST MARCH 2014

(Amt In `)

(Amt In `)

Unsecured & Considered Good


Advance Recoverable In Cash or Kind

442,878

4,049,013

Prepaid Expenses

4,923,625

5,097,908

Advances to Staff

386,678

490,718

Balance with Statutory/Government Authorities

35,763,686

49,243,152

MAT Credit Entitlement

11,359,495

11,066,720

Others

Advance Income Tax( Net of Provision)


Total

4,326,838

3,519,295

57,203,200

73,466,806

2.17 REVENUE FROM OPERATIONS


PARTICULARS

2014-15

2013-14

(Amt In `)

(Amt In `)

Sale of Cold Rolled Stainless Strips/Coils (Manufacturing) 2,791,901,358


Sale of Cold Rolled Stainless Strips/Coils (Trading)

2,918,424,933

991,561,762

649,001,411

3,783,463,120

3,567,426,344

Less: Excise Duty (Manufacturing)

306,075,687

313,702,456

Less: Excise Duty (Trading)

106,150,560 3,371,236,873

69,784,746 3,183,939,142

1,269,281

2,421,775

Job Work Income


Power Generation Income from windmill
Total

42,965,561

41,744,265

3,415,471,715

3,228,105,182

48

24th Annual Report 2014-15

2.18 OTHER INCOME


PARTICULARS

2014-15
(Amt In `)

2013-14
(Amt In `)

Interest Income
- Margin Money Deposits

5,275,476

- Others

1,055,076

4,962,031
6,330,552

Dividend Income from Long Term Investment


Duty Draw Back & Import Claim
Key Man Insurance Policy

1,001,155

5,963,186

1,312

10,796

77,673

71,872

25,916,792

VAT Refund

33,705

Foreign Exchange Fluctuation on Export

34,205

Sundry Balances Written Off (Net)


Total

346,954

32,326,329

6,460,718

2.19 CHANGES IN INVENTORIES OF FINISHED GOODS & WORK - IN - PROCESS


PARTICULARS
2014-15
(Amt In `)
Inventories (At year end)

2013-14
(Amt In `)

Finished Goods - Cold Rolled Stainless


Strips/Coils (Trading)

61,326,088

66,268,463

87,728,080

Finished Goods - Cold Rolled Stainless


Strips/Coils (Manufacturing)
Work In Process - Semi Finished Cold Rolled
Stainless Strips/Coils

228,784,385

295,052,848

212,947,187

362,001,355

Inventories (At Commencement)


Finished Goods - Cold Rolled Stainless Strips/Coils (Trading)

61,326,088

87,728,080

74,199,222

Finished Goods - Cold Rolled Stainless


Strips/Coils (Manufacturing)
Work In Process - Semi Finished Cold Rolled
Stainless Strips/Coils

212,947,187

Total

362,001,355

118,965,457

66,948,507

193,164,679
(168,836,676)

2.20 EMPLOYEE BENEFIT EXPENSES


PARTICULARS

2014-15

2013-14

(Amt In `)

(Amt In `)

Salaries,Wages and Allowances and Bonus

62,664,564

55,120,400

Contribution to Provident and other funds

3,130,463

1,945,775

Staff Welfare and amenities


Total

1,894,798

1,776,633

67,689,825

58,842,808

2.21 FINANCE COST


PARTICULARS

2014-15
(Amt In `)

2013-14
(Amt In `)

Interest Expenses
- Term Loan

16,094,428

- Bank & Other Loan

91,322,371

Other Borrowing Cost & Charges


Loss on foreign currency transactions and translation
Less: Interest Capitalized
Total

20,646,320
107,416,799

102,061,689

122,708,009

10,979,581

16,804,044

2,306,136

(5,313,574)

(6,056,471)

113,082,806

135,761,718

49

24th Annual Report 2014-15

2.22 OTHER EXPENSES


PARTICULARS

2014-15
(Amt In `)

2013-14
(Amt In `)

Manufacturing Expenses
Power and Fuel
Stores and Spares
Job Charges
Freight and Octroi
Testing Charges
Machinery Repairs
Building Repairs
Vehicle & Other Repairs
Excise duty *
Effluent Treatment Expense

161,359,059

175,815,772

78,959,894

44,778,988

708,875

884,624

607,188

26,200

21,870

1,939,460

2,037,226

120,000

206,256

1,143,472

1,107,530

(2,118,736)

1,488,223

3,477,502

245,791,475

3,265,463

230,037,391

Establishment/ Administrative Expenses


Rent Rates and Taxes

1,174,868

Directors' Sitting Fees

96,338

62,000

2,394,945

3,388,129

Postage Telegram & Telephone Expenses

640,810

548,908

Conveyance Expenses

104,247

107,258

Traveling Expenses

915,001

619,929

Insurance Premium

821,897

{ Includes Keyman insurance payment of ` 10,02,670/- (P.Y. ` 20,05,340/-) }

Printing and Stationery

528,888

503,326

1,592,627

1,474,688

300,000

300,000

-Tax Audit Fees

35,000

35,000

-Other Matters

90,000

75,000

Legal and Professional Charges

1,786,858

1,183,556

General Expenses #

3,112,848

1,751,036

Donation

164,530

226,280

Advertisement

655,954

253,480

10,052,808

6,794,651

Foreign Exchange Fluctuation

20,140

Loss on sale of Fixed Assets (Net)

87,944

Vehicle Expenses
Auditors' Remuneration:
-Audit Fees

Wind Mill Expenses @

23,753,806

193,879

18,339,017

Selling & Distribution Expenses


Commission on sales

4,529,405

Freight and Forwarding Outward & Other Expenses

3,411,256

Total

5,360,515
7,940,661
277,485,942

2,195,311

7,555,826
255,932,234

* Excise Duty shown under expenditure represents the difference between excise duty on opening and closing stock of finished goods
# General Charges includes Office electricity Expense, Several Charges paid for services received and maintainance expenses.
@ It includes lease rent paid for windmill.
2.23 PRIOR PERIOD ADJUSTMENT
PARTICULARS
2014-15
2013-14
(Amt In `)
(Amt In `)
Interest Income
495,313
Excess Interest Write off
(945)
Total
(945)
495,313

50

24th Annual Report 2014-15

2.24 EARNINGS PER SHARE (EPS)


PARTICULARS
Net Profit / (Loss) attributable to equity shareholders (Amt. In `)
Weighted Average number of equity shares
used as denominator for calculating EPS
Basic and Diluted Earnings per share (`)
Face Value per equity share (`)

2014-15
(Amt In `)
(49,172,282)
5,980,000
Negative
10

2013-14
(Amt In `)
23,076,976
5,980,000
3.86
10

2.25 As per Accounting Standard 15 "Employee Benefit", the disclosures as defined in the Accounting Standard are
given below
a) Defined contribution to Provident Fund
Company contribution to Provident Fund
Company contribution to Pension Fund
b) Defined Benefit Plans - Gratuity (Funded)
a) Assets recognised in the Balance Sheet
i) Present Value of obligation at the beginning of the Period
Current Service Cost
Interest Cost
Actuarial (Gain)/Loss
Benefit Paid
Present Value of obligation as at year end
Less:
ii) Fair Value of Plan Assets at the beginning of the Period
Expected return on Plan Assets
Actuarial Gain/(Loss)
Employers' Contribution
Benefit Paid
Fair Value of Plan Assets as at year end
Amount recognised in the Balance Sheet
b) Expenses during the year
Service Cost
Interest Cost
Expected return on Plan assets
Actuarial (Gain)/Loss
Total
c) Actual Return on plan assets
d) Break up of Plan Assets as a percentage of total Plan Assets
(Percentage or Value)
Insurer managed Funds
e) Principal actuarial assumptions
Rate of Discounting
Expected return on Plan Assets
Rate of increase in Salaries
Attrition Rate

Current Year
6.32
13.13

( ` in Lacs)
Previous Year
5.30
11.50

47.07
7.31
3.64
(6.04)
51.98

39.21
7.58
3.59
(3.31)
47.07

54.56
4.63
(0.27)
2.19

48.00
3.93
0.45
2.18

61.11
-

54.56
-

7.31
3.64
(4.63)
(5.77)
0.55
4.35

7.58
3.59
(3.93)
(3.76)
3.48
4.38

100%

100%

7.74%
8.00%
5.00%
5.00%

9.15%
8.00%
7.00%
5.00%

2.26 The company is contingently liable for the followings:(a) Bills discounted and reduced from debtors of ` 39.43 Lacs (Previous Year ` 474.35 Lacs).
(b) Letter of credit issued by the bank of ` 6.48 Lacs (Previous Year ` 1.79 Lacs )
(c)
Bank Guarantee of ` 87.38 Lacs (Previous Year ` 87.38 Lacs )
(d) Estimated amount of contracts remaining to be executed on capital account and not provided are ` 30 Lacs (Previous Year `
306.00 Lacs)
(e) Disputed statutory Claims/levies in respect of Service tax / Excise for which the company has preferred appeal (including
Interest and penalty) of ` 11.38 Lacs (Previous Year ` 11.38 Lacs) and in respect of Income Tax is ` 92.30 Lacs (Previous Year
` 0.90 Lacs).

51

24th Annual Report 2014-15

2.27

As required by Accounting Standard -AS 18 Related Parties Disclosures issued by the Institute of Chartered
Accountants of India, the details as identified by the Company on the basis of information with the company,
are as follows:
(A) Particulars of Associates
Name of the Related Parties

Nature of Relationship

(i)

Garuda Overseas.

Associate Firm

(ii)

Raajratna Metal Industries Ltd. *

Associate Company

(iii)

Raajratna Ventures Pvt. Ltd. *

Associate Company

*Ceases to be Associate company after the resignation from the Directorship by Managing Director Mr. Arvind D.
Sanghvi with effect from 13/11/2014 and accordingly transactions up to 13/11/2014 with these associates companies
have only been disclosed.
(B) Key Managerial Personnel
Name of the Related Parties

Nature of Relationship

(i)

Mr.A.K. Kataria

Chairman

(ii)

Mr.Ugamraj M. Hundia

Joint Managing Director

(iii)

Mr.Prakashraj S. Jain

Joint Managing Director

(iv) Mr.Pukhraj S. Jain

Director

(v)

Director

Mr.Chandresh V. Shah

(vi) Mr.Ashwin A. Kataria

Director

(vii) Mr.Amol R. Dalal

Director

(viii) Mr.Pawankumar R. Murarka

Director

(ix) Mr. Ashish Shah

Director

(x)

Director

Mr. Jitendra Mamtora

(xi) Ms. Nipa P. Shah (w.e.f. 30/03/2015)

Additional Director

(xii) Mr. Deepak U. Hundia (Son of Mr.Ugamraj M. Hundia)

General Manager

(xiii) Mr. Romitraj P. Jain (Son of Mr. Prakashraj S. Jain)

General Manager(Marketing)

(xiv) Mr. Arvind D. Sanghvi *

Managing Director

* Mr. Arvind D. Sanghvi has resigned from the post of Managing Director and also ceases to be a Director of
the Company w.e.f. 13/11/2014.
(C) Relatives of Key Managerial Personnel with whom transactions during the year have taken place.
Name of the Related Parties
(i)

Mr. A.K. Kataria (HUF)

(ii)

Mr. Vinay A. Kataria

Nature of Relationship
HUF of Mr. A.K Kataria
Son of Mr. A.K Kataria
Current year

Previous year

A mount

Amount

(` in Lacs)

(` in Lacs)

- Raajratna Metal Industries Ltd.

0.00

1.63

- Raajratna Ventures Ltd.

41.49

264.18

0.00

1.04

86.46

10.91

- Raajratna Metal Industries Ltd.

8.48

4.71

- Raajratna Ventures Ltd.

0.00

3.59

1.66

2.43

(D) Transactions with Associates:


(i) Sale of Finished Goods

(ii) Purchases of Gift Articles


-Garuda Overseas
(iii) Purchase of Raw Material
- Raajratna Ventures Ltd.
(iv) Job Work Income

(v) Sale of Roll Mat


- Raajratna Metal Industries Ltd.

52

24th Annual Report 2014-15

(E) Details of Transactions with Key Management Personnel


(i) Remuneration to Director
-Mr. Arvind D.Sanghvi

3.60

4.80

-Mr. Prakashraj S.Jain

3.60

4.80

-Mr. Ugamraj M. Hundia

3.60

4.80

-Mr. Ashwin A. Kataria

3.60

4.80

-Mr. Deepak U.Hundia

8.84

8.23

-Mr. Romitraj P. Jain

11.34

8.73

-Mr. A.K.Kataria

0.12

0.10

-Mr. Ashwin A.Kataria

0.06

0.00

-Mr. Amol R.Dalal

0.12

0.08

- Mr.Chandresh V. Shah

0.10

0.08

- Mr.Pawankumar R. Murarka

0.12

0.10

-Mr. Pukhraj S.Jain

0.10

0.10

-Mr. Ashish Shah

0.10

0.08

-Mr. Jitendra Mamtora

0.10

0.08

-Mr. A.K.Kataria

100.00

22.00

-Mr. Ashwin A. Kataria

46.50

288.00

-Mr. Prakashraj S.Jain

0.00

150.00

-Mr. Pukhraj S.Jain

0.00

50.00

334.50

0.00

(ii) Salary

(iii) Director Meeting Fees

(iv) Unsecured loan taken

(V) Unsecured Loan Repaid


-Mr. Ashwin A. Kataria

(F) Details of Transactions with Relatives of Key Management Personnel


(i) Unsecured loan taken
-Mr. A.K.Kataria (HUF)

0.00

18.00

-Mr. Vinay A. Kataria

0.00

4.00

-Mr. A.K.Kataria (HUF)

0.00

18.00

-Mr. Vinay A. Kataria

0.00

4.00

-Mr. A.K.Kataria (HUF)

0.00

0.10

-Mr. Vinay A. Kataria

0.00

0.01

-Mr. Arvind D.Sanghvi

0.00

0.37

-Mr. Prakashraj S.Jain

0.00

0.37

-Mr. Ugamraj M. Hundia

0.00

0.39

-Mr. Ashwin A. Kataria

0.00

0.38

-Mr. Deepak U.Hundia

0.46

0.52

-Mr. Romitraj P. Jain

0.29

0.52

-Mr. A.K.Kataria

122.00

22.00

-Mr. Ashwin A. Kataria

0.00

288.00

-Mr. Prakashraj S.Jain

150.00

150.00

-Mr. Pukhraj S.Jain

50.00

50.00

(ii) Unsecured loan repaid

(iii) Interest Payment

(G) Outstanding Payable as at year end


(i) Remuneration to Director

(ii) Salary

(iii) Unsecured Loan

53

24th Annual Report 2014-15

2.28 Segment Reporting:


The Company is engaged in the Business of manufacturing and trading Cold Rolled Stainless Strips/coils, and
generation of power by Windmills. In accordance with the requirements of Accounting Standard - 17, " Segment
Reporting ", Notified under the Companies (Accounts) Rules, 2014, the Company's business segments are considered
primary reportable business sements. Segment have been identified in accordance with Accounting Standard on
Segment Reporting (AS)-17, taking into account the nature of product and differential risk and returns.
Primary Reportable Segment (Business Segment)

Particulars
Segment Revenue
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total
Less: Inter Segment Revenue
Net Sales / Income from Operations
Segment Results Before Finance Cost, Interest & Other Income and Tax
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total
Add: Interest & Other Income
Less: Finance Costs
Total Profit Before Tax

YEAR ENDED
31/03/2015
AUDITED

(` In Lacs)
YEAR ENDED
31/03/2014
AUDITED

33,725.06
429.66
34,154.72
400.59
33,754.13

31,863.61
417.44
32,281.05
402.57
31,878.48

130.12
243.80
373.92
323.26
1,130.83
(433.65)

1,292.81
239.09
1,531.90
64.61
1,357.62
238.89

Other Information
Segment Assets
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total Assets

21,591.38
1,595.66
23,187.04

23,891.23
1,668.80
25,560.03

Segment Liabilities
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total Liabilities

17,494.36
31.40
17,525.76

18,947.65
19.97
18,967.62

Segment Depreciation
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total Depreciation

317.39
83.05
400.45

532.91
107.80
640.71

1.98

0.60

731.89
24.24
756.13

486.98
486.98

Non Cash Expenditure


Cold Rolled Stainless Strips / Coils
Capital Expenditure
Tangible Fixed Assets
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total
Intangible Fixed Assets
(a) Cold Rolled Stainless Strips / Coils
(b) Windmill
Total
GRAND TOTAL
Secondary Reportable Segment ( Geographical by Customers)
Segment Revenue
In India
Outside India
Total

0.42
17.21
0.42
17.21
756.55
504.19
(` In Lacs)
2014-15
2013-14
34,105.56
32,254.68
49.16
26.37
34,154.72
32,281.05

54

24th Annual Report 2014-15

2.29 Additional information :i) C.I.F.Value of Import

2014-15
(Amount in `)
3,414,348
782,413
2014-15
(Amount in `)
4,817,138
2014-15
(Amount in `)
18,731,787

Raw Materials
Stores & Spares
ii) Earning in Foreign Exchange
F.O.B. Value of Export
iii) Expenditure in Foreign Currency( on Payment Basis)
Capital Expenditure
Interest
Travelling
iv) Composition of Raw Material and Stores and spares consumed

43,450

2014-15

2013-14

%of

Consumption
(a)

Indigenous

0.17

3,694,316

0.00

99.83

2,119,965,402

100.00

2,236,528,273

100.00

2,123,659,718

%of

Indigenous

2.32

100.00 2,236,528,273
%of

Consumption

Stores and Spare Parts


Imported

2.31

Consumption

Consumption

2.30

%of

Raw Material
Imported

(b)

2013-14
(Amount in `)
2013-14
(Amount in `)
2,550,360
2013-14
(Amount in `)
10,237,497
2,606,516
650,918

0.99

782,413

0.00

99.01

78,177,481

100.00

44,778,988

100.00
78,959,894
100.00
44,778,988
The Company has capitalised finance cost of ` 53,13,574/-( Previous Year ` 60,56,471/- ). Out of which expenditure of
` 10,66,461/- has been allocated towards Building and Plant & Machinery and Balance Expenditure of ` 42,47,113/- has been
included in capital work in progress.
(a) In the opinion of the Board of Directors,the current assets,loans and advances are approximately of the value stated,if
realised in the ordinary course of the business.There is no contingent liabilty other than stated above and provisions for all
known liabilities are adequate. Some of accounts of trade payables, trade receivables, loans & advances including squared
up accounts and unsecured loan are subject to confirmation from the respective parties and necessary adjustments and/
or proper classification thereof, if any ,will be made on its reconciliation and/or settlement. The classification / grouping of
items of the accounts are made by the management, on the basis of the available data with the company and which has been
relied upon by the auditors.
(b) Trade Receivables include receivables of ` 291.27 Lacs (Previous Year - ` Nil) which are outstanding since long and
management is of the view that the same is fully recoverable and therefore these are treated as good and no provision for
it has been made.
The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.
As per our report of even date attached
For & on behalf of
Mehta Lodha & Co.
Firm Registration No: 106250W
Chartered Accountants

Prakash D. Shah
Partner
Membership No 34363
Place: Ahmedabad
Date: 30th May, 2015

For & on behalf of the Board of Directors


of Real Strips Limited
A. K. Kataria
Chairman
DIN: 00435496
Prakashraj S. Jain
DIN: 00435076

Joint Managing Director

Ugamraj M. Hundia
DIN: 00435229

Joint Managing Director

Ramcharan Beriwala

Chief Financial Officer

Ajay Patel

Company Secretary

55

Registered Office : 401-402, Florence, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad - 380 009.

NATIONAL ELECTRONIC CLEARING SERVICES (NECS) MANDATE FORM


Dear Investor,
As the COMPANY INTENDS TO PAY DIVIDEND THROUGH NECS, for that you are requested to give the details
as required and send it to our R & T M/s MCS Share Transfer Agent Limited, Ahmedabad
FOR REAL STRIPS LTD.
AUTHORIZED SIGNATORY
To
The Branch Manager
MCS Share Transfer Agent Limited
Unit: Real Strips Limited
101, Shatdal Complex, 1st floor,
Opp. Bata Show Room
Ashram Road, Ahmedabad 380 009
Contact No: (079) 26580461, 26580462, 26580463
Dear Sir,
FORM FOR NATIONAL ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND
Please fill-in, the information in CAPITAL LETTERS and in ENGLISH ONLY
For shares held in physical form

FOR OFFICE USE ONLY


NECS REF. NO : ___________________________

Master Folio No:


For shares held in electronic form:
DP ID:
Client ID:
Name of Sole/First Holder
Bank Name & Branch
MICR Code
(9 Digits Code Number appearing on the MICR Band of the cheque supplied by the Bank.) Please attach a Xerox copy
of a cheque or a duly cancelled cheque for ensuring accuracy of the bank name, Branch name & code number)

Account type
Saving
(Please tick)
Account No. (as appearing in the cheque book)

Current

C.C.

Effective date of this mandate (DD/MM/YY)


I, hereby declare that the particulars given above are correct and complete. If any transaction is delayed or not effected at all for
reasons of incompleteness of information supplied as above, the company/its registrar viz. M/s MCS Share Transfer Agent Limited will
not be held responsible. I agree to avail the ECS facility provided by RBI, as and when implemented by RBI/Real Strips Limited.
I, further undertake to inform the Company any change in the Bank/Branch and account number. I further agree not to hold the
Company responsible for any delay in ECS in transit to credit my entitlement for Dividend. I also agree and understand that the decision
of the Company regarding implementation/non-implementation of ECS shall be final and binding on me.

Place :
Date :
(Signature of Sole/First Holder)
1.
Whenever the shares in the given folio are entirely dematerialized, then ECS mandate form will stand rescinded.
2.
For shares held in dematerialized mode nomination is required to be filed with the Depository Participant in their prescribed form
on Thursday, 24 th September 2015 at 5.00 P.M. at Atma Hall (Ahmedabad Textile Mills Association), Ashram Road,
Ahmedabad 380 009.

56

24th Annual Report 2014-15

REAL STRIPS LIMITED


Regd. Office: 401-402, Florence, Opp. Ashram Road Post Office, Ashram Road, Ahmedabad 380009
Phone No:+91 79 26580455, 26581833, 26588788 , Fax No: +91 79 40068261
Email Id: ramcharan@realstrips.com, Website: www.realstrips.com
CIN: L27100GJ1990PLC014383
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)
Rules, 2014]
________________________________________________________________________________________________
CIN : _________________________________________________________________________________________
Name of the company : ___________________________________________________________________________
Registered office: _________________________________________________________________________________
Name of the member (s):_________________________________________________________________________
Registered address:_______________________________________________________________________________
E-mail Id:_______________________________________________________________________________________
Folio No/ Client Id:________________________________________________________________________________
DP ID:__________________________________________________________________________________________
I/We, being the member (s) of _________ shares of the above named company, hereby appoint
1.
Name
:
___________________________________________________________________________
Address :
___________________________________________________________________________
E-mail Id :
___________________________________________________________________________
Signature :
____________________________________________, or failing him
2.
Name
:
___________________________________________________________________________
Address :
___________________________________________________________________________
E-mail Id :
___________________________________________________________________________
Signature :
____________________________________________, or failing him
3.
Name
:
___________________________________________________________________________
Address :
___________________________________________________________________________
E-mail Id :
___________________________________________________________________________
Signature :
____________________________________________, or failing him
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th Annual general meeting
of the company, to be held on the Thursday of 24th September 2015 At 5.00 p.m. at the Atma Hall (Ahmedabad
Textile Mills Associations), Ashram Road, Ahmedabad 380 009 (place) and at any adjournment thereof in respect
of such resolutions as are indicated below:
Ordinary Business:
1.
Adoption of the audited Balance Sheet and Profit & Loss Account for the year ended March 31, 2015 and the
reports of the Board of Directors and Auditors thereon (Ordinary resolution).
2.
To appoint a Director in place of Shri Ugamraj Hundia who retires by rotation and is eligible for reappointment
(Ordinary resolution).
3.
To appoint a Director in place of Shri A.K.Kataria who retires by rotation and is eligible for reappointment (Ordinary
resolution).
4.
Ratify appointment of Auditors and fixing of their remuneration (Ordinary resolution).
Special Business
5.
Appointment of Ms. Nipa P. Shah as an Additional Director of the Company (Ordinary resolution).
6.
Appointment of Cost Auditors and fixing of their remuneration (Ordinary resolution).
Signed this ____________ day of ___________ 2015
Signature of shareholder ________________________

Affix
Revenue
Stamp

Signature of Proxy holder(s) _________________________


Note:
This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.

57

24th Annual Report 2014-15

REAL STRIPS LIMITED


Registered Office: 401-402, FLORENCE, Opp. Ashram Road Post Office, Ashram Road,
Ahmedabad 380 009.
ATTENDANCE SLIP
Please complete this Attendance Slip and hand it over at the entrance of the Hall. Joint holders may take additional
slip on request. (Folio No., DP ID*, Client ID* & Name of the Shareholder/ Joint holders/ Proxy IN BLOCK LETTERS
is to be furnished below.)

Shareholders Name

DP ID*

Client ID*

Folio

No. of Shares held

Proxys Name

I hereby record my presence at this 24th ANNUAL GENERAL MEETING of the company to be held on Thursday,
24 th September 2015 at 5.00 P.M. at Atma Hall (Ahmedabad Textile Mills Association), Ashram Road,
Ahmedabad 380 009 and at any adjournment thereof.

Signature of the Shareholder or Proxy _________________________


Notes:
1.
Only Shareholder of the company or their Proxies will be allowed to attend the Meeting.
2.
Shareholders/Proxy holders are requested to bring the Attendance Slip with them when they come to the
Meeting and hand it over at the entrance after affixing their signature on it.
3.
Shareholders are requested to advice, indicating their Folio Nos. DP ID*, Client ID*, the change in their
address, if any, to the Registrar & Share Transfer Agents, M/s MCS Share Transfer Agent Limited, 101, Shatdal
Complex, 1st Floor, Opp Bata Show Room, Ashram Road, Ahmedabad 380 009.
*
Applicable for the investors holding their shares in Electronic (Demat) Form.

58

24th Annual Report 2014-15

Map of the AGM Venue

City
Gold

Pelican
Tower

<-- Gandhi Gram Railway Station

ASHRAM ROAD

ASHRAM ROAD

Sales
India

Nehru
Bridge
Circle

H. K.
College

Nehru Bridge -->

59

T
IN HI
T S
E
N
T
I O PA
N GE
A
L
LY
H
L AS
E
F
T
B BE
L
A EN
N
K

24th Annual Report 2014-15

60

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