DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the Thirtieth Annual Report of the Company on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2016. DIVIDEND In order to conserve resources for the operating business, your Directors do not recommend any dividend for the financial year 2015-16. During the year, the unclaimed dividend pertaining to the final dividend for the year ended March 31, 2008 was transferred to the Investor Education and Protection Fund. OPERATIONS The year under review marked the deflation of commodity prices globally reducing the steel prices. The growth in the demand for Indian steel lagged much behind the expectations. The net revenue from operations of the Company dropped by almost 6.4% because of the uncertain business environment. However, the profitability of the Company increased because of other income and measures taken by the Company to increase the efficiency. The combination of predatory prices and import has jeopardized the loans raised by the domestic steel industry for capacity expansion. INDUSTRIAL INFRASTRUCTURE DEVELOPMENT The government's focus on 'Make in India' and infrastructure looks to take off and translate into sustained demand for steel in the next couple of years. India is likely to be among the few countries worldwide where steel demand will see an upswing. The Company through its experience and proven process in cold rolling and metal processing industry, continuous innovation, value engineering and cost effective solution, will stand above its competitors. As informed earlier, the operations of the Company at Silvassa plant was discontinued and the plant at Taloja was realigned with new infrastructure and machines. During the year under review, the Company had disposed off the related assets at Silvassa including the land and buildings on January 19, 2016. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report. SHARE CAPITAL The paid up equity share capital of the Company as on March 31, 2016 was Rs. 493.78 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares. As on March 31, 2016, none of the Directors of the Company holds shares of the Company. NEW LISTING AGREEMENT The Company has entered into new Listing Agreement with BSE Limited, in compliance with Regulation 109 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT Securities and Exchange Board of India ("SEBI") vide its order No. WTM/RKA/MIRSD2/41/2016 dated March 22, 2016 had, inter alia, advised the Companies who were clients of Sharepro Services (India) Private Limited ("Sharepro") to conduct an audit of the records and systems of Sharepro with respect to dividends paid and transfer of securities to determine whether the dividends have been paid to actual / beneficiary holders and whether securities have been transferred as per the provisions of the law. The order also advised the Companies to switch over the activities of Registrar and Share Transfer Agent from Sharepro to another Registrar and Transfer Agent registered with SEBI. In view of the above, the Company had assigned the task of audit to M/s. VKM & Associates, Practising Company Secretary and they have issued a report mentioning that there are no areas of default or concern relating to your Company. The Board, through a circular resolution dated April 15, 2016 had approved the appointment of M/s. Bigshare Services Private Limited ("Bigshare") as the Registrar and Share Transfer Agent of the Company, in place of Sharepro, with effect from May 1, 2016. The Company has made necessary disclosures and communication to BSE Limited as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. DEPOSITS Your Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. DIRECTORS Retire by rotation In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Fabrice Orban retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. Re-appointment of Managing Director The current term of Mr. Raman Madhok as the Managing Director of the Company expires on October 8, 2016. At the meeting held on May 19, 2016, the Board of Directors, acting on the recommendation of the Nomination and Remuneration Committee, have approved his re-appointment for a further period of 3 (three) years, terms of remuneration, etc., subject to the approval of the members of the Company and Central Government, if required. The necessary resolution for his re-appointment is being placed before the members for approval. Independent Directors' Declaration All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). During the year under review, there is no change in the Board of Directors of the Company. Brief profile of the Directors proposed to be appointed / re-appointed and other information as stipulated under Listing Regulations and Secretarial Standard 2 are part of the Notice attached to this Report. KEY MANAGERIAL PERSONNEL During the year under review, the Board had appointed Mr. Haresh Vala as the Company Secretary of the Company, being Key Managerial Personnel of the Company. As on date, Mr. Raman Madhok, Managing Director, Mr. Akash Ohri, Chief Financial Officer and Mr. Haresh Vala, Company Secretary are the Key Managerial Personnel of the Company. BOARD EVALUATION In compliance with the provisions of the Companies Act, 2013 read with the Rules issued there under and Regulation 17 of the Listing Regulations, the Board, with the assistance of the reputed consulting firm, Aon Services India Private Limited eerstwhle Hewitt Associates (India) Private Lim'tted), had carried out an annual performance evaluation of its own performance, of the directors individually as well as an evaluation of the working of the Committees. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of Directors expressed their satisfaction with the evaluation process and with the findings. The Chairman discussed with each Director individually regarding the findings of the evaluation. REMUNERATION POLICY The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of Companies Act, 2013 and the Listing Regulations. The policy lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. INVESTMENTS BY THE COMPANY Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the notes to the Financial Statements. MEETINGS During the year under review, 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held, the details of the meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 that : a. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. such accounting policies as mentioned in the Notes to the financial statements have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date; c. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a 'going concern' basis; e. proper internal financial controls have been laid down and are being followed and that such internal financial controls are adequate and are operating effectively; and f. proper systems were in place to ensure compliance with the provisions of all applicable laws, and these were adequate and operating effectively. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchange). There were no materially significant Related Party Transactions made by the Company during the year that would have required members approval under the Listing Regulations. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and are repetitive in nature. A statement of all related party transactions is placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at <http://> cmifpe.com/financial report. aspxRs. Subcat=RPT Policy as per LODR&Investor Type=Policies. Details of transactions with Related Parties are given in the Notes to the Financial Statements in accordance with the Accounting Standards. There were no transactions during the year which would require to be reported in Form AOC 2. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. AUDITORS a. Statutory Auditors The Company's Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013. M/s. Deloitte Haskins & Sells have expressed their willingness to get appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board, based on the recommendation of the Audit Committee, has recommended their appointment as Auditors of the Company till the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2018, subject to ratification at every Annual General Meeting. The members are requested to consider the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as Auditors from the conclusion of this Annual General Meeting till the conclusion of the 32nd Annual General Meeting in the year 2018 subject to ratification at every Annual General Meeting. There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report. b. Cost Auditor In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to audit its Cost Accounting records for the financial year 2016-17. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs. 2 lacs. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification. c. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Auditor Report is annexed as Annexure A and forms an integral part of this Report. There is no secretarial audit qualification for the year under review. CORPORATE GOVERNANCE As required under Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Statutory Auditors of the Company confirming the compliance forms an integral part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, as stipulated under the Listing Regulations forms part of the Annual Report. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. An Internal Complaints Committee has been constituted to inquire into complaints of sexual harassment and recommend appropriate action. During the year under review, the Internal Complaints Committee has not received any complaint of sexual harassment. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure B and forms an integral part of this Report. EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed as Annexure C and forms an integral part of this Report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has in place an adequate system of internal controls and risk-mitigation system, which are constantly assessed and strengthened with the new / revised standard operating procedures. These are commensurate with the size, scale and complexities of its operations. The Internal Audit (IA) function is entrusted to KPMG. To maintain objectivity and independence, the Internal Auditor reports to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of 10 key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Standard Operating Procedures, instruction manuals, accounting policy and procedures. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has adopted a Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The mechanism provides for adequatesafeguards against victimization of Director(s) and Employee(s) who avail themselves of the mechanism. The Whistle Blower Policy is available on the website of the Company - www.cmifpe.com It is affirmed that no personnel of the Company has been denied access to the Audit Committee. AUDIT COMMITTEE The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. CORPORATE SOCIAL RESPONSIBILITY In accordance with the provisions of Section 135 of the Companies Act, 2013 and the Rules framed there under, the Board has constituted a Corporate Social Responsibility ("CSR") Committee and the Company has adopted a policy for CSR. The text of this Policy is available on the Company's website - www.cmifpe.com For the year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 are not applicable to the Company. However, the Company had spent an amount of Rs. 1.10 lac on CSR activities by donating computer to the Raigad Zilla Parishad Prathamik School and internal repairs conducted at Anandham Ashram, an old age home. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D and forms an integral part of this Report. The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules will be provided upon request. In terms of first proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and other entitled thereto, excluding the information on employees' particulars, which is available for inspection by the members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary. None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company. BUSINESS RISK MANAGEMENT The Board of Directors has constituted a Risk Management Committee. The Committee oversees the risk management process including risk identification, impact and control assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with regard to business risk management. The details and the process of Risk Management as implemented by the Company are provided as part of the Management Discussion and Analysis which forms part of this Report. HEALTH AND SAFETY The details on Health and Safety are provided in the Management Discussion and Analysis which forms part of this Report. PERSONNEL The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co-operation throughout the year. ACKNOWLEDGEMENT Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review. For and on behalf of the Board Jean Jouet Chairman Place : Mumbai Date : May 19, 2016 |