5. Annual Report 2013-2014
Total Page:16
File Type:pdf, Size:1020Kb
SATHAVAHANA ISPAT LIMITED 25th Annual Report 2013-14 SATHAVAHANA ISPAT LIMITED Index CONTENTS PAGE NO. 1. General Corporate Information 02 2. Notice of 25th Annual General Meeting 03 - 18 3. Directors’ Report 19 - 22 4. Report on Corporate Governance 23 - 28 5. Management Discussion & Analysis 29 - 33 6. Independent Auditors’ Report 34 - 37 7. Balance Sheet 38 8. Statement of Profit and Loss 39 9. Cash Flow Statement 40 - 41 10. Notes to Balance Sheet 42 - 50 11. Notes to Statement of Profit and Loss 51 - 52 12. Summary of Significant Accounting Policies and Other Explanatory Information 53 - 64 13. Code of Business Conduct and Ethics 65 - 66 14. Attendance Slip/Proxy Form 67 AGM : 25th Annual General Meeting. Day and Date : Tuesday 30th September, 2014. Time : 03.00 p.m. Venue : Sri Sagi Ramakrishna Raju Community Hall, Madhura Nagar, Hyderabad - 500 038 Date of Book Closure : i) Physical Mode : 16.09.2014 to 30.09.2014. (both days inclusive). ii) Electronic Mode : 15.09.2014 ISIN No. : INE 176C01016 Listing : BSE Limited (BSE) (Stock Code : 526093) National Stock Exchange of India Limited (NSE) (Stock Code : sathaispat) 25th Annual Report 2013-14 1 SATHAVAHANA ISPAT LIMITED General Corporate Information BOARD OF DIRECTORS: Shri K.Thanu Pillai Chairman Shri A.S.Rao Executive Vice Chairman Shri Syed Anis Hussain Director Shri S.N.Rao Director Shri A. Naresh Kumar Managing Director CHIEF FINANCIAL OFFICER Shri. K.V. Krishna Rao & COMPANY SECRETARY AUDITORS M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants BANKERS: State Bank of Hyderabad Canara Bank Andhra Bank REGISTERED OFFICE 314, Sri Ramakrishna Towers, Nagarjuna Nagar, Ameerpet, Hyderabad - 500 073, Telangana CORPORATE OFFICE & 505, 5th Floor, Block - 1, Divyashakti Complex, SECRETARIAL DEPARTMENT Ameerpet, Hyderabad - 500 016, Telangana SHARE TRANSFER AGENTS M/s. XL Softech Systems Limited, #3, Sagar Society, Road No.2, Banjara Hills, HYDERABAD – 500 034 Telangana WORKS: 1. Haresamudram Village, Bommanahal Mandal, Anantapuram District, Andhra Pradesh. 2. Kudithini Village, Korugodu Road, Bellary District, Karnataka. 25th Annual Report 2013-14 2 SATHAVAHANA ISPAT LIMITED NOTICE OF 25TH ANNUAL GENERAL MEETING to pass, with or without modification(s)the following resolution as an ORDINARY RESOLUTION: NOTICE is hereby given that the 25th Annual General Meeting of the Shareholders of SATHAVAHANA ISPAT LIMITED will be “RESOLVED THAT Smt Y. Prameela Rani (DIN:03270909) held at Sri Sagi Ramakrishnam Raju Community Hall, Madhura who has submitted a declaration that she meets the Nagar, Hyderabad – 500 038 on Tuesday, the 30th September, criteria for independence as provided in Section 149(6) 2014 at 3.00 p.m. to transact the following business: read with Schedule IV of the Companies Act 2013 and who is eligible for appointment pursuant to the AS ORDINARY BUSINESS: provisions of Sections 160, 149, 152 and other applicable 1. To receive, consider and adopt the Audited Accounts of provisions, if any, of the Companies Act, 2013 and the the Company for the year ended 31st March, 2014 along Rules made there under read with Schedule IV to the said with the Reports of Directors and Auditors thereon. Act, as amended from time to time, further read with 2. To appoint a Director in place of Shri K. Thanu Pillai (DIN Articles of Association of the Company and in respect of : 00115814) who retires by rotation and being eligible, whom the Company has received notice under Section offers himself for reappointment as Independent 160 of the Companies Act, 2013 from a member Director. proposing her candidature for the office of Independent 3. To appoint a Director in place of Shri Syed Anis Hussain Director, be and is hereby appointed as an Independent (DIN : 00115949) who retires by rotation and being Director of the Company for a period of five years with eligible, offers himself for reappointment as effect from 1st October, 2014 to 30th September 2019.” Independent Director. 7. To appoint Shri. T. Sreerama Murthy as Director and in 4. To appoint a Director in place of Shri S.N.Rao (DIN : this regard to consider and if thought fit, to pass, with or 00116021) who retires by rotation and being eligible, without modification(s)the following resolution as an offers himself for reappointment as Independent ORDINARY RESOLUTION: Director. “RESOLVED THAT Shri T. Sreerama Murthy (DIN: 5. To appoint Auditors under Sections 139, 141 and other 06946918) who has submitted a declaration that he applicable provisions of the Companies Act, 2013 and meets the criteria for appointment as a Director as fix their remuneration. The retiring Auditors M/s. provided in Section 152 of the Companies Act 2013 and P.V.R.K. Nageswara Rao & Co., Chartered Accountants, who is eligible for appointment pursuant to the Hyderabad, are eligible for reappointment. provisions of Sections 160, 149, 152 and other applicable To consider and, if thought fit, to pass the following provisions, if any, of the Companies Act, 2013 and the resolution, with or without any modifications as an Rules made there under, as amended from time to time, ORDINARY RESOLUTIONRESOLUTION: further read with Articles of Association of the Company and in respect of whom the Company has received “RESOLVED that, pursuant to Section 139, 141 and other notice under Section 160 of the Companies Act, 2013 applicable provisions, if any, of the Companies Act, 2013 from a member proposing his candidature for the office and Rules made thereunder as amended from time to of Director, be and is hereby appointed as a Director of time and for the time being in force, M/s. P.V.R.K. the Company for a period of three years with effect from Nageswara Rao & Co., Chartered Accountants, (Firm’s 1st October, 2014 to 30th September 2017.” Registration Number: 002283S) Hyderabad, retiring Auditors of the Company, being eligible for re- 8. To re-appoint Shri A.Naresh Kumar as Managing Director appointment, be and are hereby re-appointed as and in this regard to consider and if thought fit, to pass, Auditors of the Company to hold office from conclusion with or without modification (s)the following resolution of this Annual General Meeting till the conclusion of as a SPECIAL RESOLUTION: twenty eighth Annual General Meeting subject to “RESOLVED that pursuant to the provisions of Sections ratification by the members in each and every Annual 2 (78), 2 (94),196,197 and 203, read with Schedule V and General Meeting held interregnum, on a remuneration other applicable provisions if any, of the Companies Act, plus Service Tax and travelling/out of pocket expenses 2013, and Companies (Appointment and Remuneration to be mutually agreed upon by the Board of Directors of of Managerial personnel) Rules 2014, approval be and the Company and the Auditors.” is hereby accorded to the appointment of Shri A. Naresh AS SPECIAL BUSINESS: Kumar (DIN:00112566), Managing Director for a period 6. To appoint Smt. Y. Prameela Rani as an Independent of five years effect from 01.06.2014 to 31.05.2019 on the Director and in this regard to consider and if thought fit, following remuneration: 25th Annual Report 2013-14 3 SATHAVAHANA ISPAT LIMITED 1. SALARY : vi. Medical Insurance premium the premium of which shall not exceed Rs. Salary of Rs.3,10,000/- per month in the scale 50,000/- per annum. of Rs.3,10,000 - 50,000 – 4,60,000 per month. CATEGORY B: 2. PERQUISITES : i. Contribution to Provident Fund, The following perquisites may be allowed in Superannuation Fund and Annuity addition to salary. Fund to the extent these either singly CATEGORY A: or put together are not taxable under Income Tax Act, 1961. i. Housing I. : The expenditure incurred by the Company on hiring furnished ii. Gratuity payable at a rate not accommodation which will be subject exceeding half a month’s salary for to the following ceiling: each completed year of service, and Sixty percent of the salary over and iii. Encashment of leave at the end of the above ten percent payable by Shri A. tenure. Naresh Kumar, Managing Director; CATEGORY C: Or Provision of car for use on Company’s Housing II. : In case the accommodation business and telephone at residence / is owned by the Company, ten percent mobiles. Personal long distance calls on of the salary of the appointee shall be telephone and the use of car for private deducted by the Company; or purpose shall be billed by the Company to Shri A. Naresh Kumar, Managing Director. In case no accommodation is provided by the Company a House Rent Allowance 3. COMMISSION: subject to the ceiling laid down in Housing I. 1% commission on the net profits of the Company computed in the manner laid Explanation: The expenditure incurred down in Section 197 read with Schedule V of by the Company on gas, electricity, the Companies Act, 2013. water and furnishings shall be valued as per the Income-Tax Rules, 1962 and 4. MINIMUM REMUNERATION: shall be subject to a ceiling of ten In the event of losses or inadequacy of percent of salary of the appointee. profits during the above period, the ii. Medical Reimbursement : Expenses Managing Director is entitled to a minimum salary and perquisites as provided in incurred for self and family subject to Schedule V and other applicable provisions a ceiling of one month’s salary in a year to the Companies Act 2013". or three month’s salary over a period of three years. 5. REMUNERATION TENOR AND CEILING: iii. Leave Travel Concession for self and The remuneration fixed herein is for a period st st family, once in a year incurred in of three years from 1 June 2014 to 31 May accordance with any rules specified by 2017 and the Board of Directors of the the Company.