Mar 31, 2016
DIRECTORSâ REPORT
To the Members of Adhunik Metallicâs Limited
The Directors are pleased to present the Fifteenth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2016.
(Rs, in Lacs)
Particulars |
Standalone Results |
Consolidated Results |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
(9 Months) |
(12 Months) |
(9 Months) |
(12 Months) |
|
Revenue from operations (gross) |
51,748.28 |
64,737.09 |
73,182.72 |
1,21,054.45 |
Less: Excise duty |
5,030.89 |
4,926.15 |
6,398.98 |
10,224.54 |
Revenue from operations (net) |
46,717.39 |
59,810.94 |
66,783.74 |
1,10,829.91 |
Other income |
825.06 |
1,215.73 |
2,624.63 |
1,641.19 |
Revenue from operations (including other income) |
47,542.45 |
61,026.67 |
69,408.37 |
1,12,471.10 |
Profit before Interest, Depreciation and Exceptional item |
(7,376.57) |
(26,811.62) |
(5,032.06) |
(13,177.08) |
Less: Finance Cost |
19,343.09 |
24,946.07 |
37,974.42 |
45,289.28 |
Less: Depreciation |
10,149.71 |
9,743.31 |
14,673.09 |
14,709.77 |
Profit/(loss) before Exceptional item |
(36,869.37) |
(61,501.00) |
(57,679.57) |
(73,176.13) |
Less : Exceptional items |
5,113.45 |
â |
6,812.43 |
â |
Profit/(loss) before Tax |
(41,982.82) |
(61,501.00) |
(64,492.00) |
(73,176.13) |
Taxes |
(13,077.35) |
(20,640.74) |
(18,112.30) |
(24,810.13) |
Net Profit/(loss) after tax but before minority interest |
(28,905.47) |
(40,860.26) |
(46,379.70) |
(48,366.00) |
Share of profit /(loss) of Minority Interest |
â |
â |
(12.09) |
(7.42) |
Profit/(loss) for the year |
(28,905.47) |
(40,860.26) |
(46,367.61) |
(48,358.58) |
OPERATIONAL REVIEW
During the year under review, post implementation of Corporate Debt Restructuring, your management made all efforts to revive operations, however iron & steel sector scenario continued to remain subdued and in spite of improvements in operations, overall profitability could not be established. Total revenue on standalone basis, stood at '' 47,542.45 lacs for 9 months period ended 31st March, 2016. The Company has incurred net loss of '' 28,905.47 lacs during the period.
DIVIDEND
In view of the losses for the year ended 31st March, 2016 and accumulated losses, the Board of Directors of your Company is constrained not to recommend any dividend for the year under review.
TRANSFER TO RESERVES
In view of losses incurred by the Company during the year, no amount has been transferred to the General Reserve for the financial year ended 31st March, 2016.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
DEPOSITS
Your Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. The Company does not hold any deposits from the public, shareholders and employees as on 31st March, 2016.
FINANCE
During the year under review, CDR scheme was implemented by the Lenders of the Company which helped the Company to revive operations. The package implemented by the Lenders included the following:
a. Reduction of Interest rates and step up in the years to come, for term loans and working capital
b. Conversion of part of outstanding into Working Capital Term Loan
c. Repayment period rescheduled to match revenues of the Company with moratorium
d. Interest funding for initial years, to be repaid subsequently
The CDR package helped the Company to revive operations at its unit at Sundergarh and maintain a capacity utilization 50.56% during the year under review.
SCHEME OF AMALGAMATION
During Financial year 2013-14, your Directors approved amalgamation of the Company with its wholly owned subsidiary i.e Orissa Manganese & Minerals Limited. The Company has filed the confirmation Petition before the Hon''ble High Court, Cuttack (Odisha) and the same is pending for approval at present. The amalgamation, if approved will be advantageous and beneficial to all stakeholders of your Company. The Hon''ble High Court at Odisha has heard the matter and is yet to pass final orders.
SHARE CAPITAL
The Company''s paid up equity share capital remained at Rs, 1,234,995,360 (Rupees One Hundred Twenty Three Crores Forty Nine Lacs Ninety Five Thousand Three Hundred Sixty only) comprising of 12,34,99,536 equity shares of Rs, 10 each. There was no change in the Company''s share capital during the year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Your Company has, subsequent to year end, transferred a sum of Rs, 300,387 to Investor Education and Protection Fund, in compliance with the provisions of Section 124, 125 and other applicable provisions of the Companies Act, 2013 (corresponding to Section 205C of the Companies Act, 1956).
The said amount represents dividend for the year 2007-08 which remained unclaimed for a period 7 years from its due date of payment.
SUBSIDIARY
Your company''s wholly owned subsidiary namely, Orissa Manganese & Minerals Limited (OMML) operates Ghatkuri Iron ore mines in the state of Jharkhand and Patmunda and Orahuri Manganese Mines in the state of Odisha. OMML operates a iron ore pellet plant at Kandra, Jharkhand and another wholly owned subsidiary, Global Commodity and Resources Limited based at Hongkong SAR, which was set up to boost the trading activity of the company. During the year under review, the subsidiary has remained inactive due to significant operational difficulties faced by the domestic holding company in India.
The consolidated financial statements presented by the Company include financial information of its subsidiaries prepared in compliance with applicable Accounting Standards.
A statement containing the salient features of the financial statement of the Company''s subsidiaries in the prescribed form AOC-1 pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed separately to the financial statements. The Annual Accounts of the subsidiary companies will be made available to the shareholders of the aforesaid subsidiaries and the Company as and when they demand and will also be kept for inspection by any investor at the registered office of the Company and these subsidiaries. The Financial statements of the Company and its subsidiaries are also available on the website of the Company.
BOARD MEETINGS
The Board met 3 (three) times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.
Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Independent Directors, as required under the Act and the Listing Agreement.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms with the Articles of Association of the Company, Mr. Ghanshyam Agarwal (DIN - 00507800) and Mr. Mohan Lal Agarwal (DIN - 01047906)who retires by rotation and being eligible offers themselves for re-appointment. The Board has recommended their re-appointment.
The Company has received declarations from Mr. Nihar Ranjan Hota (DIN 01173440), Mr. Amrendra Prasad Verma (DIN 00236108), Mr. Nandanandan Mishra (DIN 00031342), Mr. Gopal Dikshit (DIN 00090579) and Mr. Ramgopal Agarwala (DIN 02054856), Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.
Ms. Uttara Dasgupta (DIN 06570950) was appointed as Nominee Director (Nominee of State Bank of India as Lead Lender acting for itself and for the consortium of Lenders, providing financial assistance to the Company) on 28th August, 2015.
DIRECTOR''S AND KEY MANAGERIAL PERSONNEL
Mr. Manoj Agarwal, Managing Director of the Company stepped down from his position with effect from 14th November, 2015 owing to health issues.
Mr. Nirmal Agarwal, Director of the Company, has been appointed as Managing Director of the Company with effect from 14th November, 2015 and subsequently his appointment was approved by the Shareholders of the Company at the fourteenth Annual General Meeting held on 31st March, 2016.
FINANCIAL YEAR
The financial year of the Company is from 1st July, 2015 to 31st March, 2016. In accordance with the requirements of the Companies Act, 2013, the Company has changed its accounting year during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The Directors had 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;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD EVALUATION
The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non
- Independent Directors was carried out by the Independent Directors.
The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.
AUDIT COMMITTEE
The Audit committee comprises of five (5) members of which four (4) members are independent including Chairman Mr. Nandanandan Mishra is the Chairman of the Audit Committee. The members of the Committee possess adequate knowledge of Accounts, Audit and Finance. The composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement and is detailed in the Corporate Governance Report forming part of this Annual Report. All recommendations made by the Audit committee were accepted by the Board during FY 2015-16.
DISCLOSURE REGARDING RECEIPT OF COMMISSION BY DIRECTOR
During the year under review, none of the Directors has received any commission from holding / subsidiary Company.
AUDITORS & AUDITOR''s REPORT
M/s. Das & Prasad, Chartered Accountants, having registration number FRN 303054E allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Pursuant to section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s. Das & Prasad, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 16th AGM to be held for F.Y. 2016-17.
The observations of the Auditors are duly dealt in Notes to Accounts attached to Balance Sheet and are self explanatory in nature and do not call for any further comments except:-
a) The Management of the Company is reasonably certain that the Company would be having Future Taxable Income and deferred tax assets are only recognized to the extent that their utilization is probable, i.e. tax benefit is expected in future periods and the same is further supported by the Technical & Economical Valuation conducted by Dun & Bradstreet as a part of CDR Implementation.
b) The company has locked out its plant at Rourkela in the month of February, 2015 owing to adverse business condition. The lock out was declared in accordance with the procedures laid down in the state of Odisha. In the opinion of the management, since the lock out was declared in accordance with lawful procedures, the salary and other statutory liabilities do not accrue during the period of lockout and hence no provision has been made in the books of account of the company.
c) The observation of the Auditors for the subsidiary company, Orissa Manganese & Minerals Limited has been dealt in Notes to Accounts which are self explanatory and do not require any further elucidation.
INTERNAL AUDITORS
In terms of the provisions of Section 138 of the Act, M/s Sudhir Kumar Jain & Associates, Independent Chartered Accountants were appointed as Internal Auditors of the Company for the financial year 2015-16. The Audit Committee in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, interlay, reviews the Internal Audit Report.
COST AUDITORS
In respect of financial year ended 31st March, 2016, your Company has appointed M/s. S.B. & Associates, Cost Accountants, as Cost Auditor of the Company w.e.f. 1st July, 2015 to 31st March, 2016 to carry out audit of cost records of the Company in compliance with the requirements of section 148 and all other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. Pramod Kumar Pal, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed (Annexure -C) herewith and forms part of this report.
CONSOLIDATED FINANCIAL STATEMENT
In terms of Clause 32 of the Listing Agreement with Stock Exchanges, Consolidated Financial Statement, conforming to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, is attached as a part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. Report on Corporate Governance & Shareholder Information together with the Practicing Company Secretary Certificate thereon is annexed as part of this Annual Report.
DIRECTORS'' APPOINTMENT & REMUNERATION POLICY
The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Industry and Company Outlook, Company''s operations, project review, risk management, strategic initiatives and financial review & analysis, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented under a separate section titled "Management Discussion and Analysis" forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT -9 (Annexure - D) as per provisions of the Companies Act, 2013 and rules framed there under are annexed to this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
The Company has in place Adhunik Employee Stock Option Plan (''ESOP 2012'') for employees of the Company as well as employees of the subsidiaries which continue with the Company''s philosophy of encouraging the employees to be partners in the growth of the organization. ESOP Scheme is administered by the Remuneration Committee of the Board of Directors of the Company.
During the year under review 333,770 Stock Options have vested with the employees of the Company and its subsidiaries and 913,852 Stock Options have been forfeited till 31st March 2016. As on 31st March 2016, none of the Options have been exercised.
The disclosures required to be made under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, together with a certificate obtained from the Statutory Auditors, confirming compliance thereto, are provided in Annexure B forming part of this Report.
RISK MANAGEMENT
The volatility in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identified major focus areas for risk management to ensure organizational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business. The risk management framework is aimed at effectively mitigating business risks and operational risks through effective strategic implementation. The Company believes that the risks faced by the Company are within its risk capacity.
INTERNAL CONTROL SYSTEM
Your Company has adequate system of internal control procedures commensurate with its size and the nature of its business. The internal control systems of the Company are monitored and evaluated by the Internal Auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors of the Company.
Your Company manages and monitors the various risks and uncertainties that can have adverse impact on the Company''s Business. Your Company is giving major thrust in developing and strengthening its internal audit so that risk threat can be mitigated.
Internal control systems are integral to the Company''s corporate governance policy. Some of the significant features of internal control systems include:
- Documenting of policies, guidelines, authorities and approval procedures, encompassing the Company''s all primary functions.
- Deploying of an SAP system which covers most of its operations and is supported by a defined on-line authorization protocol.
- Ensuring complete compliance with laws, regulations, standards and internal procedures and systems.
- De-risking the Company''s assets/resources and protecting them from any loss.
- Ensuring the accounting system''s integrity proper and authorized recording and reporting of all transactions.
- Preparing and monitoring of annual budgets for all operating and service functions.
- Ensuring the reliability of all financial and operational information.
- Forming an Audit committee of the Board of Directors, comprising Independent Directors. The Audit Committee regularly reviews audit plans, significant audit findings, adequacy of internal controls, and compliance with accounting standards and so on.
- Forming a comprehensive Information Security Policy and continuous up-gradation of IT Systems.
The internal control systems and procedures are designed to assist
- the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness
CREDIT RATING
Your Company obtained a Credit Rating of BWR BB - from Brickwork Ratings in the month of November, 2015.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during FY 2015-16 were on arm''s length basis and also in the ordinary course of business and provisions of section 188 of the Companies Act, 2013 are not attracted. Further, there are no materially significant related party transactions during the year under review made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its approval on a quarterly basis. The statement was supported by a Certificate duly signed by the Managing Director and the Head (Finance & Accounts). The policy on Related Party Transactions as approved by the Board is uploaded on the
Company''s website at www.adhunikgroup.com
None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company during FY 2015-16.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS / COURTS ETC.
There were no significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and company''s operations in future.
There were also no material changes and commitments occurred after the closure of the year till the date of this report, which affect the financial position of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report (Annexure - A).
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report (Annexure - E).
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with 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 employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report.
VIGIL MECHANISM
The Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics Counselor/Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud. The Vigil Mechanism comprises of whistle blower policy for directors, employees and vendors.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Corporate Social Responsibility (CSR) policy recommended by the Corporate Social Responsibility Committee had been approved by the Board of Directors. The CSR policy is available on the website of the Company at www.adhunikgroup.com
Since your Company''s last three financial years average net profit was negative, the compliance requirement of spending 2% for CSR initiative was not needed for 2015-16. But as a responsible corporate, your Company has already initiated various CSR activities in the surrounding villages of its plant at Chadri Hariharpur, Odisha. However, no separate reporting is made in this regard.
NOMINATION AND REMUNERATION POLICY
In terms of the requirement of Section 178 of the Companies Act, 2013, the Board of Directors has approved the Nomination and Remuneration policy of the Company and the same is available on the website of the company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal 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 the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2015-16.
APPRECIATION
Your Directors wish to place on record their appreciation for the continuous support and guidance of all Governmental Authorities, Central and States. It further acknowledges and wishes to place on record the deep appreciation for support of Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.
For and on behalf of the Board
Place: Kolkata Ghanshyam Das Agarwal
Date: 02nd September, 2016 Chairman
Jun 30, 2015
The Directors are pleased to present the Fourteenth Annual Report and
Audited Statement of Accounts for the year ended 30th June, 2015.
(Rs, in Lacs)
Particulars Standalone Results Consolidated Results
2014-15 2013-14 2014-15 2013-14
Revenue from
operations (gross) 64,737.09 1,78,133.80 1,21,054.45 2,71,104.62
Less: Excise duty 4,926.15 8,987.46 10,224.54 15,535.53
Revenue from
operations (net) 59,810.94 1,69,146.34 1,10,829.91 2,55,569.09
Other income 1,215.73 6,700.58 1,641.19 9,168.65
Revenue from
operations
(including
other income) 61,026.67 1,75,846.92 1,12,471.10 2,64,737.74
Profit before
Interest and
Depreciation 26,811.62 30,019.14 13,177.08 56,469.32
Less: Interest 24,946.07 21,182.40 45,289.28 37,644.67
Less: Depreciation 9,743.31 9,870.84 14,709.77 14,587.74
Add: Exceptional
item - - - -
Profit/ Loss
before Tax (61,501.00) (1,034.10) 73,176.13 4,236.91
Taxes (20,640.74) (1,064.96) 24,810.13 191.43
Profit/ Loss
for the year (40,860.26) (30.86) 48,366.00 4,045.48
Net Profit/loss
after tax but
before minority
interest - - 7.42 4.97
Profit/ Loss
for the year (40,860.26) (30.86) 48,358.58 4,040.51
OPERATIONAL REVIEW
During the year under review, total revenue on standalone basis,
declined sharply from ' 175,846.92 Lacs in FY 2013 2014 to ' 61,026.67
Lacs due to suspension of production and low capacity utilization,
driven by poor demand and raw material constraints. Higher raw
material costs, increase in working capital cycles, higher holding cost
of raw material and finished goods increased operating losses from '
1034.10 Lacs to ' 61,501.00 Lacs. Earning Per Share (EPS - Basic &
Diluted) stood at' (-) 33.090 as compared to ' 0.02.
The Company's consolidated net sales decreased from ' 264,737.74 Lacs
in FY 2013 2014 to ' 112,471.10 Lacs and operating profit decreased
from' 4,236.91 Lacs during the previous year to ' (-) 73,176.13 Lacs
during the current year.
During the year under review, financial and operational performance of
the Company has been adversely affected due to various external
factors, non availability of raw materials at viable prices due to mine
closures, weak product prices due to over capacity and dumping of Steel
mainly by China & Russia, Global Crash in Steel and commodity prices,
high interest costs, logistics costs, infrastructure bottlenecks etc.
for domestic Steel Companies. The overcapacity and excess production
in China resulting in cheap imports in the country and adverse duty
structure domestically have further impacted the special steel
business. The ferroalloy business has been affected due to frequent
stoppage in the supply of chrome ore and concentrate due to closure of
various chrome ore mines.
FUTURE OUTLOOK
According to the Ministry of Steel, Government of India, the current
per capita consumption of finished steel in the country is onlyaround
52 kg against the world average of 203 kg and therefore, there is a
huge growth potential in steel consumption in India.
Your Company is committed to its vision to emerge as an efficient
producer of high quality value added products including Coke, Ferro
Alloy and Special Steel. Going forward, the Company expects the
revenues and margins from Metallurgical Coke, Ferro Alloy & Special
Steel Businesses to remain challenging in the short term, but is
positive on the outlook over the medium to long term.
The world economic growth remained modest at 3.4% in 2014. Mixed
trends were noticed across the globe with Europe & US economies showing
signs of recovery while large economies like China showed signs of
stress and decline. Crude oil prices fell sharply putting the oil
economies under massive stress thereby setting in a phase of declining
consumption levels. China's softening infrastructure spends and bleak
outlook on growth rates, created significant over capacity in steel and
metals.
Indian economy sprang a surprise with growth at 7.3% as compared to
6.9% in the previous year, largely fuelled by low crude oil prices,
growth oriented reforms. With the formation of a new government, it is
estimated that within a short span of time, the economy would be
reenergized. Further, fluidity in the mining sector would bekey to such
revival. However, sluggish global steel demand, coupled with large
surplus remains a serious threat in the form of surging imports. It
calls for an immediate recourse to increase import tariffs as well as
enforce trade remedial actions to stall the dumping of steel into
India. This is essential to realize the government's 'Make- In-India'
steel campaign. It is also necessary to enforce a strong set of
technical regulations to ensure the supply of quality products to
consumers and prevent the entry of substandard steel into India.
DIVIDEND
In view of the losses for the year ended June 30, 2015 and accumulated
losses, the Board of Directors of your Company is constrained not to
recommend any dividend for the year under review.
TRANSFER TO RESERVES
In view of losses incurred by the Company during the year, no amount
has been transferred to the General Reserve for the financial year
ended 30th June, 2015.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
DEPOSITS
Your Company did not accept any deposits within the meaning of Section
73 of the Companies Act, 2013 and the rules made there under. The
Company does not hold any deposits from the public, shareholders and
employees as on 30th June, 2015.
IMPLEMENTATION OF CORPORATE DEBT RESTRUCTURING
During the year under review, Corporate Debt Restructuring was
undertaken by the Lenders of the Company to bring about financial
viability. Principle reasons which led to financial un-viability are:
Temporary Closure of Mines:-Temporary closure of mines (iron ore and
manganese ore) led to shortage of raw material and in turn has led to
reduced capacity utilization of steel/pellet making facilities.
Shortage of fuel: Reduction in quantity of e-auction by Coal India Ltd
has led to shortage of coal availability which in turn has aggravated
the price rise. Cost of imported coal is higher than the auction price
of coal sold by Coal India Ltd. This has also forced the Company to go
for importing higher cost coal.
Impact on Pellet Plant at Jharkhand:- Due to sudden closure of iron ore
mines in Odisha & Jharkhand, production at OMML's pellet plant was
impacted. With the crash in commodity prices globally, iron ore lumps
supplemented the market of iron ore pellets. Selling price of iron ore
pellets fell below cost of production resulting in shrinking of bottom
lines.
All the above affecting margins made it difficult for the Company to
plan production and forced debt restructuring. Thus, The Corporate Debt
Restructuring Empowered Group approved debt restructuring on 20th
March, 2015 and the same was implemented on 30th March, 2015.
SCHEME OF AMALGAMATION
During Financial year 2013-14, your Directors approved amalgamation of
the Company with its wholly owned subsidiary i.e Orissa Manganese &
Minerals Limited. The Company has filed the confirmation Petition
before the Hon'ble High Court, Cuttack (Odisha) and the same is pending
for approval at present. The amalgamation, if approved will be
advantageous and beneficial to all stakeholders of your Company.
SHARE CAPITAL
The Company's paid up equity share capital remained at Rs,1,234,995,360
(Rupees One Hundred Twenty Three Crores Forty Nine Lacs Ninety Five
Thousand Three Hundred Sixty only) comprising of 123499536 equity
shares of Rs, 10 each. There was no change in the Company's share
capital during the year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Your Company has, subsequent to year end, transferred a sum of Rs,
125,596 to Investor Education and Protection Fund, in compliance with
the provisions of Section 124, 125 and other applicable provisions of
the Companies Act, 2013 (corresponding to Section 205C of the Companies
Act, 1956).
The said amount represents dividend for the year 2006 Â 07 which
remained unclaimed for a period 7 years from its due date of payment.
SUBSIDIARY
Your company's wholly owned subsidiary namely, Orissa Manganese &
Minerals Limited (OMML) operates Ghatkuri Iron ore mines in the state
of Jharkhand and Patmunda and Orahuri Manganese Mines in the state of
Odisha. OMML operates a iron ore pellet plant at Kandra, Jharkhand and
an another wholly owned subsidiary, Global Commodity and Resources
Limited based at Honking SAR, which was set up to boost the trading
activity of the company. During the year under review there was no
major activity of the subsidiary.
The consolidated financial statements presented by the Company include
financial information of its subsidiaries prepared in compliance with
applicable Accounting Standards.
A statement containing the salient features of the financial statement
of the Company's subsidiaries in the prescribed form AOC-1 pursuant to
first proviso to Section 129(3) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 is annexed separately to the
financial statements. The Annual Accounts of the subsidiary companies
will be made available to the shareholders of the aforesaid
subsidiaries and the Company as and when they demand and will also be
kept for inspection by any investor at the registered office of the
Company and these subsidiaries. The Financial statements of the Company
and its subsidiaries are also available on the website of the Company.
EXTENSION OF DATE FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY
In accordance with provisions of Section 96 read with Section 129 of
the Companies Act, 2013, the Annual General Meeting (AGM) of the
Company for the financial year ended 30th June 2015, was due to be held
on or before 31st December 2015.Since the company is in the process of
Amalgamation, it had approached the Registrar of Companies, Orissa to
extend time by three months for holding the Annual General Meeting i.
e. up to 31st March, 2016.Necessary approval was granted by the
Registrar of Companies, Orissa vide their letter dated 24th December,
2015.
BOARD MEETINGS
The Board met 5 times during the year, the details of which are given
in the Corporate Governance Report that forms part of the Annual
Report. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Listing Agreement.
Further, the Independent Directors at their meeting, reviewed the
performance of the Board, Chairman of the Board and of Non Independent
Directors, as required under the Act and the Listing Agreement.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms with the Articles of Association of the Company, Mr.
Jugal Kishore Agarwal (DIN - 00227460) who retires by rotation and
being eligible offers himself for re-appointment. The Board has
recommended his re-appointment.
The Company has received declarations from Mr. Nihar Ranjan Hota (DIN
01173440), Mr. Amerendra Prasad Verma (DIN 00236108), Mr. Nandanandan
Mishra (DIN 00031342), Mr. Gopal Dikshit (DIN 00090579), Mr. Raghaw
Sharan Pandey (DIN 02306586) and Mr. Ramgopal Agarwala (DIN 02054856),
Independent Directors of the Company confirming that they meet the
criteria of independence as prescribed both under Section 149 (6) of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Ms. Uttara Dasgupta (DIN 06570950) was appointed as Nominee Director
(Nominee of State Bank of India as Lead Lender acting for itself and
for the consortium of Lenders, providing financial assistance to the
Company) on 28th August, 2015.
Mr. Mahesh Kumar Agarwal (DIN :- 00507690), Director of the company
resigned from Directorship of the company on 23rd October, 2015 due to
his other business engagements. He was appointed as Additional Director
on 12th February, 2016 on the Board of Directors of the Company.
Mr. Manoj Kumar Agarwal (DIN :- 00227871), Managing Director has
expressed his desire on 7th September, 2015 to resign from the Board
due to health issues. The Board has accordingly accepted his request
and he was relieved from the services of the Company from the close of
business hours on Saturday, 14th November, 2015.
Mr. Nirmal Kumar Agarwal (DIN: 00605669) has been appointed as the
Managing Director of the Company w.e.f 14th November, 2015 for a period
of 3 years w.e.f 14th November, 2015. The appointment and remuneration
payable to him require the approval of the Members at the ensuing
Annual General Meeting.
Brief resume of the above Directors, nature of their expertise in their
specific functional areas, details of directorships in other companies
and the chairmanship / membership of committees of the Board, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges are given in the Notice for the ensuing Annual General
Meeting.
KEY MANAGERIAL PERSONNEL
The Board appointed Mr. Sanjay Dey as the Company Secretary and
Compliance Office of the company w.ef 12th February, 2015.
Mr. Manoj Agarwal, Managing Director of the Company stepped down from
his position with effect from 14th November, 2015 owing to health
issues.
Mr. Nirmal Agarwal, Director of the Company, has been appointed as
Managing Director of the Company with effect from 14th November, 2015.
His employment terms needs approval of the Shareholders of the Company
at the ensuing Annual General Meeting. Board of Directors recommends
and has approved his terms of employment.
FINANCIAL YEAR
The financial year of the Company is from 1st July, 2014 to 30th June,
2015. As per requirements of Companies Act, 2013, the next financial
year of the company shall be for a period of 9 months concluding on
31st March, 2016.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, cost and secretarial auditors and the reviews
performed by the Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective
during the financial year 2014-15.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm
that:-
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) The Directors had 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;
d) The Directors had prepared the annual accounts on a going concern
basis;
e) The Directors had laid down proper internal financial controls and
such internal financial controls are adequate and were operating
effectively;
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
BOARD EVALUATION
The Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the Board Committees,
in due compliance with the provisions of the Companies Act, 2013 and
the Listing Agreement. The performance evaluation of the Independent
Directors was carried by the entire Board and the performance
evaluation of the Chairman and Non  Independent Directors was carried
out by the Independent Directors.
The Board evaluation was carried out in accordance with the criteria
laid down in the Nomination and Remuneration policy of the Company.
AUDIT COMMITTEE
The Audit committee comprises of 5 (five) members of which 4 (four)
members are independent including Chairman Mr. Nandanandan Mishra is
the Chairman of the Audit Committee. The members of the Committee
possess adequate knowledge of Accounts, Audit and Finance. The
composition of the Audit Committee meets the requirements as per
Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing
Agreement and is detailed in the Corporate Governance Report forming
part of this Annual Report. All recommendations made by the Audit
committee were accepted by the Board during FY 2014-15. During the year
under review, Audit Committee was reconstituted owing to vacancy
created due to resignation of Shri Manoj Kumar Agarwal on 14th
November, 2015.
DISCLOSURE REGARDING RECEIPT OF COMMISSION BY DIRECTOR
During the year under review, none of the Directors has received any
commission from holding / subsidiary Company.
AUDITORS & AUDITOR's REPORT
M/s. Das & Prasad, Chartered Accountants, having registration number
FRN 303054E allotted by The Institute of Chartered Accountants of India
(ICAI) retires as Auditor of your Company at the ensuing Annual General
Meeting (AGM) and have confirmed their eligibility and willingness to
accept the office of Auditors, if re-appointed. Pursuant to section 139
of the Companies Act, 2013 and rules framed there under, it is proposed
to appoint M/s. Das & Prasad, Chartered Accountants as Statutory
Auditors of the Company from the conclusion of the ensuing AGM till the
conclusion of the 15th AGM to be held for F.Y. 2015-16.
The observations of the Auditors are dully dealt in Notes to Accounts
attached to Balance Sheet and are self explanatory in nature and do not
call for any further comments except:
a) The Management of the Company is reasonably certain that the Company
would be having Future Taxable Income and deferred tax assets are only
recognized to the extent that their utilization is probable, i.e. tax
benefit is expected in future periods and the same is further supported
by the Technical & Economical Valuation conducted by Dun & Bradstreet
as a part of CDR Implementation.
b) The company has locked out its plant at Rourkela in the month of
February 2015 owing to adverse business condition. The lock out was
declared in accordance with the procedures laid down in the state of
Odisha. In the opinion of the management, since the lock out was
declared in accordance with lawful procedures, the salary and other
statutory liabilities do not accrue during the period of lockout and
hence no provision has been made in the books of account of the
company.
c) The observation of the Auditors for the subsidiary company, Orissa
Manganese & Minerals Limited has been dealt in Notes to Accounts which
are self explanatory and do not require any further elucidation.
INTERNAL AUDITORS
In terms of the provisions of Section 138 of the Act, M/s More Aditya &
Associates, Independent Chartered Accountants were appointed as
Internal Auditors of the Company for the financial year 2014 15. The
Audit Committee in consultation with the Internal Auditors formulates
the scope, functioning, periodicity and methodology for conducting the
Internal Audit. The Audit Committee, interlaid, reviews the Internal
Audit Report.
COST AUDITORS
In respect of financial year ended 30th June, 2015, your Company has re
appointed M/s. Saroj K Babu & Co., Cost Accountants, as Cost Auditor of
the Company we.f 1st July, 2014 to 30th June, 2015 to carry out audit
of cost records of the Company in compliance with the requirements of
section 148 and all other applicable provisions of the Companies Act,
2013 read with Rule 14 of the Companies (Audit and Auditors) Rules,
2014 (including any statutory modifications) or re enactment thereof
for the time being in force).
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company appointed Mr. Pramod Kumar Pal,
Practicing Company Secretary to undertake the Secretarial Audit of the
Company for the year ended 30th June, 2015. The Secretarial Audit
Report is annexed (Annexure C) herewith and forms part of this report.
CONSOLIDATED FINANCIAL STATEMENT
In terms of Clause 32 of the Listing Agreement with Stock Exchanges,
Consolidated Financial Statement, conforming to Accounting Standard 21
issued by the Institute of Chartered Accountants of India, is attached
as a part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
Clause 49 of the Listing Agreement with the Stock Exchanges. Report on
Corporate Governance & Shareholder Information together with the
Practicing Company Secretary Certificate thereon is annexed as part of
this Annual Report.
DIRECTORS' APPOINTMENT & REMUNERATION POLICY
The Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the Corporate Governance Report, which forms part of this Annual
Report.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Industry and Company Outlook, Company's
operations, project review, risk management, strategic initiatives and
financial review & analysis, as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges is presented under a
separate section titled "Management Discussion and Analysis" forming
part of the Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT -9 (Annexure - D) as per provisions of the Companies Act, 2013 and
rules framed there under are annexed to this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
The Company has in place Adhunik Employee Stock Option Plan ('ESOP
2012') for employees of the Company as well as employees of the
subsidiaries which continue with the Company's philosophy of
encouraging the employees to be partners in the growth of the
organization. ESOP Scheme is administered by the Remuneration Committee
of the Board of Directors of the Company.
During the year under review, 764,332 Stock Options have vested with
the employees of the Company and its subsidiaries and 620,694 Stock
Options have been forfeited till 30th June 2015. As on 30th June 2015,
none of the Options have been exercised.
The disclosures required to be made under Clause 12.1 of the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999, as amended from time to time,
together with a certificate obtained from the Statutory Auditors,
confirming compliance thereto, are provided in Annexure B forming part
of this Report.
RISK MANAGEMENT
The volatility in the global economy and the increasingly complex
interplay of factors influencing the business makes Risk Management an
inevitable exercise and to cater to the same, your Company has
identified major focus areas for risk management to ensure
organizational objectives are achieved and has a robust policy along
with well-defined and dynamic structure and proactive approach to
assess, monitor and mitigate risks associated with the business. The
risk management framework is aimed at effectively mitigating business
risks and operational risks through effective strategic implementation.
The Company believes that the risks faced by the Company are within its
risk capacity.
INTERNAL CONTROL SYSTEM
Your Company has adequate system of internal control procedures
commensurate with its size and the nature of its business. The internal
control systems of the Company are monitored and evaluated by the
Internal Auditors and their audit reports are periodically reviewed by
the Audit Committee of the Board of Directors of the Company.
Your Company manages and monitors the various risks and uncertainties
that can have adverse impact on the Company's Business. Your Company is
giving major thrust in developing and strengthening its internal audit
so that risk threat can be mitigated.
Internal control systems are integral to the Company's corporate
governance policy. Some of the significant features of internal control
systems includes:
- Documenting of policies, guidelines, authorities and approval
procedures, encompassing the Company's all primary functions.
- Deploying of an SAP system which covers most of its operations and is
supported by a defined on-line authorization protocol.
- Ensuring complete compliance with laws, regulations, standards and
internal procedures and systems.
- De-risking the Company's assets/resources and protecting them from
any loss.
- Ensuring the accounting system's integrity proper and authorized
recording and reporting of all transactions.
- Preparing and monitoring of annual budgets for all operating and
service functions.
- Ensuring the reliability of all financial and operational
information.
- Forming an Audit committee of the Board of Directors, comprising
Independent Directors. The Audit Committee regularly reviews audit
plans, significant audit findings, adequacy of internal controls, and
compliance with accounting standards and so on.
- Forming a comprehensive Information Security Policy and continuous
up-gradation of IT Systems.
The internal control systems and procedures are designed to assist in
the identification and management of risks, the procedure-led
verification of all compliance as well as an enhanced control
consciousness.
CREDIT RATING
Your Company obtained a Credit Rating of BWR BB - from Brickwork
Ratings in the month of November, 2015.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during FY 2014-15 were on
arm's length basis and also in the ordinary course of business and
provisions of section 188 of the Companies Act, 2013 are not attracted.
Further, there are no materially significant related party transactions
during the year under review made by the company with promoters,
Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at
large. Thus, disclosure in Form AOC-2 is not required.
The transactions entered into pursuant to the omnibus approval so
granted were audited and a statement giving details of all related
party transactions was placed before the Audit Committee for its
approval on a quarterly basis. The statement was supported by a
Certificate duly signed by the Managing Director and the Head (Finance
& Accounts). The Policy on Related Party Transactions as approved by
the Board is uploaded on the Company's website at the link
www.adhunikgroup.com.
None of the Directors or KMP has any pecuniary relationships or
transactions vis-Ã -vis the Company during FY 2014-15.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS / COURTS ETC.
There were no significant and material orders passed by the Regulators
/ Courts / Tribunals impacting the going concern status and company's
operations in future.
There were also no material changes and commitments occurred after the
closure of the year till the date of this report, which affect the
financial position of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details of energy conservation, technology absorption and foreign
exchange earnings and outgo are annexed to this report (Annexure - A).
PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the financial Statements.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this Report (Annexure - E).
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with 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 employees drawing remuneration in
excess of the limits set out in the said Rules are provided in the
Report.
VIGIL MECHANISM
The Company has adopted Vigil Mechanism policy that provides a formal
mechanism for all Directors, employees and vendors of the Company to
approach the Ethics Counselor/Chairman of the Audit Committee of the
Board and make protective disclosures about the unethical behavior,
actual or suspected fraud. The Vigil Mechanism comprises of whistle
blower policy for directors, employees and vendors.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Corporate Social Responsibility (CSR) policy recommended by the
Corporate Social Responsibility Committee had been approved by the
Board of Directors. The CSR policy is available on the website of the
Company at www.adhunikgroup.co.in.
During the year, the CSR initiatives undertaken by the Company,
although not mandatory under Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules 2014, are detailed in
the Annual Report.
Since your Company's last three financial years average net profit was
negative, the requirement of spending 2% for CSR initiative was not
needed for 2014-15. But as a responsible corporate, your Company has
already initiated various CSR activities in the surrounding villages of
its plant at ChadriHariharpur, Odisha. However, no separate reporting
is made in this regard.
NOMINATION AND REMUNERATION POLICY
In terms of the requirement of Section 178 of the Companies Act, 2013,
the Board of Directors has approved the Nomination and Remuneration
policy of the Company and the same is available on the website of the
company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and
redressal 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 the Rules there under. The Company has not
received any complaint of sexual harassment during the financial year
2014-15.
APPRECIATION
Your Directors wish to place on record their appreciation for the
continuous support and guidance of all Governmental Authorities,
Central and States. It further acknowledges and wishes to place on
record the deep appreciation for support of Financial Institutions,
Banks and various stakeholders, such as, shareholders, customers and
suppliers, among others. The Directors also commend the continuing
commitment and dedication of the employees at all levels, which has
been critical for the Company's success. The Directors look forward to
their continued support in future.
For and on behalf of the Board
Place: Kolkata Ghanshyam Das Agarwal
Date: 12.02.2016 Chairman
Jun 30, 2014
Dear Members,
The Directors are pleased to present the Thirteenth Annual Report on
the operations of your Company along with the standalone and
consolidated financial results for the financial year ended June 30,
2014.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
June 30, 2014 and June 30, 2013 is summarized below:
(RS. in Lacs)
2013-14 2012-13 2013-14 2012-13
Revenue from Operation 175,846.92 172,111.19 264,737.74 308,921.30
& Other Income (Net)
Profit/(Loss) before 30,019.14 31,661.26 56,469.32 75,941.29
interest, depreciation
and tax
Profit/(Loss) before (1,034.10) (703.09) 4,236.91 10,810.96
tax
Profit/(Loss) after 30.86 282.02 4,040.51 8,719.80
taxation
Appropriations - - - -
Dividend - - - -
Transfer to General Reserve - - - -
OPERATIONS
During the year under review, total revenue registered a marginal
increase from RS. 172,111.19 Lacs in FY 2012 -2013 to RS. 175,846.92
Lacs. Due to higher raw material costs during the period under review,
operating losses increased from RS. 703.09 Lacs to RS. 1,034.10 Lacs.
Earning Per Share (EPS - Basic & Diluted) stood at RS. 0.02 as compared
to RS. 0.23.
The Company''s consolidated net sales decreased from RS.308,921.30 Lacs
in FY 2012 -2013 to RS. 264,737.74 Lacs and operating profit decreased
from RS. 10,810.96 Lacs during the previous year to RS.4,236.91 Lacs
during the current year.
On an overall basis all segments, in which the Company operates, faced
tremendous pressure due to shortage of feed raw materials as also from
steep increase in prices of raw materials. Significant segments of
operations had to be scaled down during the period under review which
affected economic scale of operations resulting in moderate growth and
mounting losses. Your Company further faced significant challenges in
its operating sector due to falling prices of finished products,
spurred by significant imports from countries like China, Korea etc.
FINANCIAL YEAR
The financial year of the Company is from 1st July, 2013 to 30th June,
2014.
DIVIDEND
The Board does not recommend any dividend for the Financial Year
2013-2014.
CAPITAL
During the period under review, there has been no change in the capital
base of the Company which comprised of 123,499,536 fully paid Equity
Shares of Rs. 10 each.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
The Company has in place Adhunik Employee Stock Option Plan
(''ESOP 2012'') for employees of the Company as well as employees of the
subsidiaries which continue with the Company''s philosophy of
encouraging the employees to be partners in the growth of the
organization. ESOP Scheme is administered by the Remuneration Committee
of the Board of Directors of the Company.
During the year under review, 764,332 Stock Options have vested with
the employees of the Company and its subsidiaries and 620,694 Stock
Options have been forfeited till 30th June 2014. As on 30th June 2014,
none of the Options have been exercised.
The disclosures required to be made under Clause 12.1 of the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999, as amended from time to time,
together with a certificate obtained from the Statutory Auditors,
confirming compliance thereto, are provided in Annexure A forming part
of this Report.
DEPOSITS
Your Company did not accept any deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
SUBSIDIARIES & OPERATIONS
Your Company''s wholly owned subsidiary, Orissa Manganese & Minerals
Limited (OMML) operates Ghatkuri Iron Ore Mines in the State of
Jharkhand and Patmunda and Orahuri Manganese Ore Mines in the state of
Odisha. Also OMML has pellet plant at Kandra, Jharkhand. OMML''s revenue
for the year under review is RS.96,007.10 lacs and recorded an increase
of RS.1,319.81 lacs vis-a-vis the previous year.
In view of general exemption from the applicability of Section 212 of
the Companies Act, 1956 granted by the Ministry of Corporate Affairs
vide its General Circular no.2/2011 dated 8th February 2011, the Annual
Report of the subsidiary companies have not been annexed. The annual
accounts of the subsidiary companies are available for inspection by
any shareholder at the registered office of both the holding and the
subsidiary companies on any working day during business hours. The
annual accounts of the subsidiary companies and the related detailed
information shall be made available to shareholders of the holding and
subsidiary companies on receipt of a written request from such
shareholders. The consolidated Balance Sheet also comprises the
following information for each subsidiary:-(a) capital (b) reserves (c)
total assets (d) total liabilities (e) details of investment (except in
case of investment in the subsidiaries) (f) turnover (g) profit before
taxation (h) provision for taxation (i) profit after taxation (j)
proposed dividend.
CONSOLIDATED FINANCIAL STATEMENT AND CASH FLOW STATEMENT
The consolidated financial statements were prepared by your Company in
accordance with the applicable Accounting Standards issued by The
Institute of Chartered Accountants of India and the same together with
the Auditor''s Report thereof forms a part of the Annual Report. In
conformity with the provisions of Clause 32 of the Listing Agreement
the cash flow statement for year ended June 30, 2014 is included in the
annual accounts.
SCHEME OF AMALGAMATION
As reported last year, your Directors approved amalgamation of the
Company with its wholly owned subsidiary i.e Orissa Manganese &
Minerals Limited. The Company has filed the confirmation Petition
before the Hon''ble High Court, Cuttack (Odisha) and the same is pending
for approval at present.
The amalgamation, if approved will be advantageous and beneficial to
all stakeholders of your Company.
DIRECTORS
Shri Ghanshyam Das Agarwal (DIN- 00507800) who retires by rotation and
being eligible offers himself for re-appointment.
Shri Gopal Dikshit (DIN 0090579) and Shri Amrendra Prasad Verma, (DIN
00236108) were appointed as Additional Directors of the Company with
effect from 13th November, 2013 and 11th February, 2014, respectively,
and they hold office upto the date of the ensuing Annual General
Meeting. The Company has received Notice under Section 160 of the
Companies Act, 2013, along with required deposit, from a member
proposing their candidature for the office of Directors (Independent)
of the Company. The Board recommends for their appointment as
Independent Directors of the Company. In terms of the provisions of
Section 149 and 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014, which became effective from
1 April 2014, an Independent Director of a Company can be appointed for
a term of 5 years each and shall not be liable to retire by rotation.
To comply with the above provisions, it is proposed to appoint Shri
Gopal Dikshit (DIN 0090579) and Shri Amrendra Prasad Verma,
(DIN 00236108) as Independent Directors of the Company to hold office
for consecutive years from the date of this annual general meeting, and
they shall not be liable to retire by rotation.
Pursuant to the notification of Section 149 and other applicable
provisions of the Companies Act, 2013 read with rules thereon and
Clause 49 of the Listing Agreement, the following Independent Directors
viz. Shri Nandanandan Mishra (DIN 00031342, Shri Nihar Ranjan Hota (DIN
01173440), Dr. Ramgopal Agarwala (DIN 02054856, Shri Raghaw Sharan
Pandey (DIN 02306586) are proposed to be appointed as Independent
Directors for five years from the date of ensuing AGM.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149 (6) of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm and state that:
i. In the preparation of the annual accounts for the financial year
ended June 30, 2014, the applicable accounting standards were followed
and there were no material departures;
ii. The Directors 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 as at June 30, 2014 and of the loss of the Company for that
period;
iii. The Directors took proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. A separate section on Corporate Governance is annexed and
forms part of the Annual Report. During the period under review, the
Ministry of Corporate Affairs (MCA) vide its letter dated June 19, 2013
granted approval for payment of remuneration to Shri Manoj Kumar
Agarwal, Managing Director, in case of absence or inadequacy of profit
of the Company.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 of the Listing Agreement with the Stock
Exchanges, is given as annexure to the report along with a certificate
from CEO/CFO in terms of Sub Clause (v) of Clause 49 of the Listing
Agreement.
CODE OF CONDUCT
In compliance with Clause 49 of the Listing Agreement, the Company
adopted a Code of Conduct for all Board Members and Senior Management
of the Company. A copy of the said Code of Conduct for all Board
Members and Senior Management of the Company is available on the
Company''s website. All the members of the Board and Senior Management
of the Company have affirmed compliance with the Code for the financial
year ending June 30, 2014. A declaration to this effect signed by the
Managing Director is annexed and forms part of the Annual Report.
EQUITY SHARES IN SUSPENSE ACCOUNT
The voting rights on the shares outstanding in the suspense account as
on June 30, 2014 shall remain frozen till the rightful owner of such
shares claim the shares.
As per Clause 5A (II) of the Listing Agreement, there are no shares
issued in physical form pursuant to a public issue or any other issue
and remain unclaimed.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 205C of the Companies Act, 1956, dividends that are
unpaid/unclaimed and/or unpaid/unclaimed application money received for
allotment of Securities and due for refund for a period of seven years
from the date they became due for payment are required to be
transferred by the Company to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.
During the year under review, the Company has credited a sum of Rs.
97,441/- towards unclaimed dividend for the financial year 2005-06 to
the Investor Education and Protection Fund pursuant to Section 205C of
the Companies Act, 1956 read with the Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001.
As per MCA Circular No. 17/2012 dated 23rdJuly, 2012, the Companies are
required to file Form 5 INV each year for furnishing complete
information on unpaid/unclaimed amounts lying with companies as on the
date of Annual General Meeting of that year, in pursuance of Investor
Education and Protection Fund (uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012. The
Company has filed the respective Form 5 INV with Ministry of Corporate
Affairs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Company''s
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are provided in the annexure attached hereto and forms part of
this report.
AUDITORS & AUDITOR''s REPORT
M/s. Das & Prasad, Chartered Accountants, having registration no. FRN
303054E allotted by The Institute of Chartered Accountants of India
(ICAI) retires as Auditor of your Company at the ensuing Annual General
Meeting (AGM) and have confirmed their eligibility and willingness to
accept the office of Auditors, if re-appointed. Pursuant to section
139 of the Companies Act, 2013 and rules framed thereunder, it is
proposed to appoint M/s. Das & Prasad, Chartered Accountants as
Statutory Auditors of the Company form the conclusion of the ensuing
AGM till the conclusion of the 14th AGM to be held for F.Y. 2014-15.
The observations of the Auditors are duly dealt in Notes to Accounts
attached to the Balance Sheet and are self- explanatory in nature and
the Board do not offer any further comments on the same.
COST AUDITORS
In respect of financial year ended 30thJune, 2014, your Company has
re-appointed M/s. Saroj K Babu& Co., Cost Accountants, as Cost Auditor
of the Company for FY2014-15 to carry out audit of cost records of the
Company in compliance with General Circular No. 15/2011 dated 11th
April, 2011 issued by the Ministry of Corporate Affairs, Cost Audit
Branch.
PERSONNEL
At Adhunik, values make for more than just a powerful tagline. We have
a proven role model for creating wealth ethically and legally. We
engage employees through a fair and rewarding work environment.
Employee relations continued to be harmonious during the year. The
Company''s Performance Management System is bench-marked with prevailing
best practices. The Company seeks to continuously enhance
competitiveness and skills of its employees. Employee recognition is
prompt and rewarding.
The Board wishes to place on record its appreciation for the efforts of
all its employees.
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is provided in the Annexure, attached hereto, and forming part
of this report.
APPRECIATION
Your Directors wish to place on record their appreciation for the
continuous support and guidance of all Governmental Authorities,
Central and States. It further acknowledges and wishes to place on
record the deep appreciation for support of Financial Institutions,
Banks and various stakeholders, such as, shareholders, customers and
suppliers, among others. The Directors also commend the continuing
commitment and dedication of the employees at all levels, which has
been critical for the Company''s success. The Directors look forward to
their continued support in future.
For and on behalf of the Board
Sd/-
Place: Kolkata Ghanshyam Das Agarwal
Date: 30.08.2014 Chairman
Jun 30, 2013
The Directors are pleased to present the Twelfth Annual Report on the
operations of your Company along with the standalone and consolidated
financial results for the financial year ended June 30, 2013.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
June 30, 2013 is summarised below:
2012-13 2011-12
Rs.Lakh Rs.Lakh Rs.Lakh Rs.Lakh
Revenue from
Operations ( Gross) 1,82,545 306 200,600 356
Less: Excise duty 17,167 29 14,758 26
Revenue from
Operations ( Net) 1,65,378 277 185,842 330
Profit before
interest, depreciation
and tax 31,661 53 36,916 66
Less: Interest 22,762 38 30,090 53
Depreciation 9,603 16 11,314 20
Profit before tax (703) (1) (4,489) (8)
Less: Tax expenses
Current tax 21 0 235 0
Deferred tax credit (985) (2) (1,497) (3)
MAT credit entitlement (112) 0 (3,174) (6)
Profit after taxation 282 0 (52) (0)
Add: Balance brought
forward from previous year 24,755 41 24,807 44
Profit available for
appropriation 25,037 42 24,755 44
Less: Transfer to general
reserve Proposed dividend
Dividend tax
Profit carried to
balance sheet 25,037 42 24,755 44
Exchange rates: 1$ = Rs.59.6995 Exchange Rate as on June 30, 2013, 1$ =
Rs.56.3090 as on June 30, 2012
FINANCIAL YEAR
The financial year of the Company is from 1st July, 2012 to 30th
June, 2013.
OPERATIONS
The period 2012-13 was one of the most challenging financial year faced
by your Company during its existence for economic and sectoral factors
that had a bearing on the Company''s performance. The steel sector
reported one of its slower growth rates in recent years as
infrastructure speeding and industrial growth declined.
Even India reported its slower growth in a decade, your Company
achieved net sales of Rs.1,67,185.53 lakh and profit after tax of Rs.282.02
lakh in FY 2013. Sales volume of our rolled steel product declined
during the year due to weak demand from auto sector.
The Company''s consolidated net sales is Rs.3,02,180.13 and profit after
tax is Rs.8,719.80 lakhs in financial year 2013. The Company''s
consolidated sales also include contribution from the power business
which had commenced during the year.
The performance of our steel business has been modest given the
challenges in the steel sector. While our focus on backward integration
partially mitigated these impact, we continue to focus on bringing in
efficiencies to improve overall corporate performance.
Orissa Manganese & Minerals Limited (OMML), a wholly-owned subsidiary
of your Company''s value addition business of 1.2 MTPA saw the first
full year of operations after commencement last year. OMML achieved
production volumes of 0.85 MT during the year contributing net revenue
of Rs.605.53 crore i.e. around 65% of the total net revenues of the
Company. OMML mining business also performed decently despite having
faced regulatory issues in Indian mining industry. OMML achieved iron
ore sales volume of 0.81 MT and manganese ore volumes of 0.04 MT during
the year.
Adhunik Power & Natural Resources Limited (APNRL), a step down
subsidiary of your Company, it''s 1st Unit of 270 MW was successfully
commissioned on January 21, 2013 after it was synchronised on November
13, 2012. The 2nd unit of 270MW was also commissioned on May 19, 2013
after being synchronised on March 29, 2013. Therefore the project of
540MW power generation has since been commissioned and commercial
generation begun. APNRL is receiving coal from CCL as part of tapering
linkage. The progress for operation of coal block at Ganeshpur,
Jharkhand jointly allotted to the Company together with Tata Steel
Ltd., is progressing reasonably well. APNRL has tied-up the sale of
power for both the Units by executing necessary agreements.
CAPITAL
During the period under review, there has been no change in the capital
base of the Company which comprised of 123,499,536 fully paid Equity
Shares of Rs.10 each.
EMPLOYEE STOCK OPTION SCHEME (ESOP) During the period under review,
your Company has implemented the Employee Stock Option Scheme (''ESOP")
which was duly approved by the shareholders/stock exchanges for the
benefit of the Eligible Employees. In accordance with the Scheme your
Company may create, offer, issue and grant/allot, at any time, stock
options being exercisable into Equity Shares with face value INR 10
(Indian Rupees Ten) each of up to 1,23,49,954 (One crore twenty three
lakh forty nine thousand nine hundred fifty four). Each stock option is
convertible into one fully paid up Equity Share of INR 10 (Indian
Rupees Ten) each and on such terms and conditions as enumerated under
the ESOP Scheme or as may be determined by the Board/Committee. The
Equity Shares to be issued and allotted by your Company under the ESOP
shall in all respects rank pari passu with the existing Equity Shares
of your Company. Disclosure as required in terms of SEBI Guidelines is
being provided in the annexure attached hereto and forming part of this
Report.
DEPOSITS
Your Company did not accept any deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
DIVIDEND
In view of the inadequate profit for the year under review, the Board
of Directors does not recommend any Dividend on the Equity Shares of
the Company.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT Management''s Discussion and
Analysis Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges, is presented in a
separate section forming part of the Annual Report.
SUBSIDIARIES
Your Company has following subsidiaries viz.:
n Orissa Manganese & Minerals Limited became a wholly owned subsidiary
of the Company with effect from April 5, 2007. Adhunik Power & Natural
Resources Limited became subsidiary of the Company with effect from
November 14, 2008. However with effect from December 24, 2010, Adhunik
Power & Natural Resources became a subsidiary of Orissa Manganese &
Minerals Limited, the wholly- owned subsidiary of the Company and as
such a step-down subsidiary of your Company.
In With effect from March 31, 2013, Vasundhra Resources Limited became
a subsidiary of Orissa Manganese & Minerals Limited, the wholly-owned
subsidiary of the Company and as such a step-down subsidiary of your
Company.
n With effect from February 25, 2013, Orchid Global PTE. Limited, a
Company incorporated in Singapore as a 100 % subsidiary of Orissa
Manganese & Minerals Limited, the wholly-owned subsidiary of the
Company and as such a step-down subsidiary of your Company.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the balance sheet, profit and
loss account and other documents of the subsidiary companies namely
Orissa Manganese & Minerals Limited, Adhunik Power & Natural Resources
Limited and other subsidiaries, are not being attached with the balance
sheet of the Company. The annual accounts of the subsidiary companies
and the related detailed information is available on the Company''s
website. The Company will make available the annual accounts of the
subsidiary companies and the related detailed information to any member
of the Company who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and of the concerned
subsidiary companies. The consolidated financial statements presented
by the Company include the financial results of its subsidiary
companies. The statement as required under General Circular No. 2/2011
dated February 8, 2011 issued by the Ministry of Corporate Affairs with
respect to disclosure of certain information in the consolidated
balance sheet in aggregate for each subsidiary including subsidiaries
of subsidiaries is annexed, and forms part of consolidated balance
sheet.
CONSOLIDATED FINANCIAL STATEMENT AND CASH FLOW STATEMENT
The consolidated financial statements were prepared by your Company in
accordance with the applicable accounting standards issued by The
Institute of Chartered Accountants of India and the same together with
the Auditor''s Report thereof forms a part of the Annual Report. The
consolidated net profit of the Company amounted to Rs.8,719.78 lakh as
compared with net profit Rs.282.00 lakh for the Company on a standalone
basis. In conformity with the provisions of Clause 32 of the Listing
Agreement the cash flow statement for year ended June 30, 2013 is
included in the annual accounts.
SCHEME OF AMALGAMATION
On July 22, 2013, the Company announced the amalgamation of Zion Steel
Limited (ZSL) with itself and amalgamation of the Company (after
effecting amalgamation of ZSL with the Company) with Orissa Manganese &
Minerals Limited
(OMML) through a composite scheme of amalgamation to be sanctioned
through a court approval process. The Company has initiated necessary
steps to achieve the desired objective of amalgamation. The
amalgamation will benefit the members viz.
n It will provide a wide product portfolio and a high level of
integration to the Amalgamated Company''s operations and better
operational management by integrating the respective technical,
financial and other expertise and resources
n It will lead to significant cost and operational efficiencies that
will help the Amalgamated Company in keeping its business competitive
in the long run.
n It will be an integrated unit in true sense as it would be capturing
the entire value chain viz. minerals to metal.
n It will facilitate debt consolidation of Amalgamating Companies in
the Amalgamated Company which will improve the debt servicing abilities
through improved cash flows and simplified administration of debt both
for the companies and for the lenders.
Synergies arising out of consolidation of business such as enhancement
of net worth of the combined business, improved alignment of debt &
cash flows and enhancement in earnings and cash flow visibility will
help the amalgamated company to improve its credit rating and reduce
its cost of capital.
SITUATION OF THE REGISTERED OFFICE OF YOUR COMPANY During the period
under review, the registered office of your Company has been shifted
from the State of West Bengal to the State of Odisha at Chadri
Hariharpur, P.O.- Kuarmunda, Sundargarh-770039, Odisha. The Regional
Director (ER), Ministry of Corporate Affairs, Kolkata, vide its order
dated June 06, 2013 has allowed the Company''s petition under Section 17
of the Companies Act, 1956 to alter the situation clause in Clause 2 of
the Memorandum of Association of the Company by substituting the words
''in the State of West Bengal" by the words ''in the State of Odisha".
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 152 of the Articles of Association, Shri Mohanlal Agarwal, Shri
Mahesh Kumar Agarwal, Dr. Ramgopal Agarwala and Shri Raghaw Sharan
Pandey, Directors of your Company, retire from the Board by rotation at
the ensuing Annual General Meeting of the Company and, being eligible,
offer themselves for reelection. The Board has recommended their
reelection.
Pursuant to Clause 49 of the Listing Agreement, the details of the
Directors seeking reappointment together with the nature of their
expertise in specific functional areas, their shareholding and names of
the companies in which they hold office as Director and/or the
Chairman/Membership of Committees of the Board, are provided in the
Notice of the ensuing Annual General Meeting.
During the period under review, Shri Lalit Mohan Chatterjee has
resigned as Director of your Company w.e.f. May 30, 2013. The Board
wishes to place on record its sincere appreciation of the sterling
contribution made by Shri Chatterjee towards the growth and development
of your Company through his wealth of knowledge and experience during
his tenure as Director of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm and state that:
(i) In the preparation of the annual accounts for the financial year
ended June 30, 2013, the applicable accounting standards were followed
and there were no material departures;
(ii) The Directors 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 as at June 30, 2013 and of the loss of the Company for that
period;
(iii) The Directors took proper and sufficient care to maintain
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Directors had prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. A separate section on Corporate Governance is annexed and
forms part of the Annual Report. During the period under review, the
Ministry of Corporate Affairs (MCA) vide its letter dated June 19, 2013
granted approval for payment of remuneration to Shri Manoj Kumar
Agarwal ,Managing Director, in case of absence or inadequacy of profit
of the Company.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 of the Listing Agreement with the Stock
Exchanges, is given as annexure to the report along with a certificate
from CEO/CFO in terms of Sub Clause (v) of Clause 49 of the Listing
Agreement.
CODE OF CONDUCT
In compliance with Clause 49 of the Listing Agreement, the Company
adopted a Code of Conduct for all Board Members and Senior Management
of the Company. A copy of the said Code of Conduct for all Board
Members and Senior Management of the Company is available on the
Company''s website. All the members of the Board and Senior Management
of the Company have affirmed compliance with the Code for the financial
year ending June 30, 2013. A declaration to this effect signed by the
Managing Director is annexed and forms part of the Annual Report.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES Pursuant to the
Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations1992, a comprehensive code for prevention of insider trading
is in place. The objective of the Code is to prevent purchase and /or
sale of shares of the Company by insider while in possession of
unpublished price sensitive information. The Code is available on the
Company''s website.
STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the
provisions of Section 274(1) (g) of the Companies Act 1956. The
Directors made necessary disclosures, as required under various
provisions of the Companies Act and Clause 49 of the Listing Agreement.
EQUITY SHARES IN SUSPENSE ACCOUNT As per Clause 5A(I) of the Listing
Agreement, the Company reports the following details in respect of
equity shares lying in the suspense account which were issued pursuant
to the public issue or any other issue as provided by the Registrar &
Transfer Agents:- Particulars No. of Shareholders No. of Equity shares
Aggregate number of shareholders and the outstanding shares in the 4
824 suspense account lying as on July 1, 2012
Number of shareholders who approached the Company for transfer of Nil
Nil shares from suspense account during the year Number of shareholders
to whom shares were transferred from the Nil Nil suspense account
during the year Aggregate number of shareholders and the outstanding
shares in the 4 suspense account lying as on June 30, 2013.
The voting rights on the shares outstanding in the suspense account as
on June 30, 2013 shall remain frozen till the rightful owner of such
shares claim the shares.
As per Clause 5A (II) of the Listing Agreement, there are no shares
issued in physical form pursuant to a public issue or any other issue
and remain unclaimed.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of section 205A(5) of the Companies Act,
1956, the Company is not required to transfer any amount to Investor
Education and Protection Fund as the Company is declaring dividends
since financial year 2005-06 and as such there is no amount of dividend
which was due and payable and remained unclaimed and unpaid for a
period of seven years.
However, pursuant to Section 205C of the Companies Act, 1956, dividends
that are unpaid/unclaimed and/or unpaid/unclaimed application money
received for allotment of Securities and due for refund for a period of
seven years from the date they became due for payment are required to
be transferred by the Company to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.
During the year under review, the Company has credited a sum of
Rs.2,51,208/- towards unclaimed share application money to the Investor
Education and Protection Fund pursuant to Section 205C of the Companies
Act, 1956 read with the Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001.
As per MCA Circular No. 17/2012 dated 23rd July, 2012, the Companies
are required to file one Form 5 INV each year for furnishing complete
information on unpaid/unclaimed amounts lying with companies as on the
date of Annual General Meeting of that year, in pursuance of Investor
Education and Protection Fund (uploading of information regarding
unpaid and unclaimed amounts lying with companies) Rules, 2012. The
Company has filed the respective Form 5 INV with Ministry of Corporate
Affairs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO The particulars relating to energy conservation,
technology absorption, foreign exchange earnings and outgo, as required
to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read
with the Company''s (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 are provided in the annexure attached hereto and
forms part of this report.
AUDITORS & AUDITOR''s REPORT
M/s. Das & Prasad, Chartered Accountants, having registration no. FRN
303054E allotted by The Institute of Chartered Accountants of India
(ICAI) retires as Auditor of your Company at the ensuing Annual General
Meeting (AGM) and have confirmed their eligibility and willingness to
accept the office of Auditors, if re-appointed. Your Company has
obtained a written consent form M/s. Das & Prasad, Chartered
Accountants to the effect that their appointment, if made, will be
within the limits specified under section 224(1B) of the Companies Act,
1956.. The Audit Committee and the Board of Directors of your Company
recommended the appointment of M/s. Das & Prasad, Chartered
Accountants as the Auditors of your Company. Members are requested to
consider their re- appointment as Auditors of your Company to hold
office from conclusion of the ensuing AGM to the conclusion of the next
AGM on remuneration to be decided by the Board of Directors based on
the recommendation of the Audit Committee of your Company.
The observations of the Auditors are duly dealt in Notes to Accounts
attached to the Balance Sheet and are self- explanatory in nature and
do not call for any further comments.
COST AUDITORS
In respect of financial year ended 30th June, 2013, your Company has
appointed M/s. Saroj K Babu & Co., Cost Accountants of 94/14,
Vivekanand Abasan, Nayapatty Road, Kolkata -700055, a Cost Audit Firm,
as Cost Auditor of the Company w.e.f. 1st July, 2012 to 30th June,
2013 to carry out audit of cost records of the Company in compliance
with General Circular No. 15/2011 dated 11th April, 2011 issued by the
Ministry of Corporate Affairs, Cost Audit Branch.
PERSONNEL
At Adhunik, values make for more than just a powerful tagline. We have
a proven role model for creating wealth ethically and legally. We
engage employees through a fair and rewarding work environment.
Employee relations continued to be harmonious during the year. The
Company''s Performance Management System is bench-marked with prevailing
best practices. The Company seeks to continuously enhance
competitiveness and skills of its employees. Employee recognition is
prompt and rewarding.
The Board wishes to place on record its appreciation for the efforts of
all its employees.
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, is provided in the Annexure, attached hereto, and forming part
of this report.
APPRECIATION
Your Director would like to express their appreciation for the
assistance and cooperation received from the Financial Institutions,
Banks, Government Authorities, Customers, Vendors, members and other
stakeholders during the year under review.
Your Directors wish to place on record their deep appreciation for the
committed services by the executives, staffs and workers of the
Company.
Registered office For and on behalf of the Board
Chadri Hariharpur, .
P.O.- Kuarmunda
Sundargarh,
Odisha -770039 Ghanshyam Das Agarwa
Date: 28.08.2013 Chairman
Mar 31, 2011
Dear Members,
The Directors are pleased to present the Tenth Annual Report and
Audited Accounts for the financial year ended March 31, 2011.
Financial
The financial performance of the Company for the year ended March 31,
2011 is summarised below:
2010-11 2009-10
Particulars Rs. lakhs $ mn Rs. lakhs $ mn
Sales, services and job work 1,56,218 350 1,34,550 298
Less: Excise duty 12,488 28 8,691 19
1,43,730 322 1,25,859 279
Profit before interest,
depreciation and tax 32,150 72 26,414 58
Less: Interest 16,732 37 13,802 30
Depreciation 8,758 20 5,823 13
Profit before tax 6,661 15 6,789 15
Less: Provision for taxation 974 2
Current tax - - 1,125 2
Income tax relating to earlier
years/ - - 273 1
(Excess provision for taxation
written back)
Profit after taxation 5,686 13 5,391 12
Add: Balance brought forward from
previous years 21,266 48 18,391 40
Less: Adjustment of loss on
amalgamation 581 1
Profit available for appropriation 26,952 60 23,201 51
Less: Transfer to General Reserve 284 1 135 0
Proposed dividend 1,853 4 1,544 3
Dividend Distribution tax 8 0 256 1
Profit carried to balance sheet 24,806 55 21,266 47
* 1$ = Rs.44.65 exchange rate as on March 31, 2011 (1$ = Rs.45.14 as on
March 31, 2010)
Operations
Your Company continues to progress well as a result of our focus on
high value-added rolled products despite recent raw material cost
pressures. The Company also benefited from the continued strong demand
of steel in the auto, infrastructure and engineering sectors during the
year. In the mining business, we continued to ramp up our production
and focused on medium to high grade manganese ore which helped improve
average price realisations. Iron ore prices also increased
significantly during the year, which also contributed to an increase in
margins of the mining business. The first phase of power venture is
expected to commence production by March 2012.
The Company achieved net sales of Rs.1,437.30 cr in FY 2011, an
increase of 14.2% compared to the prior year primarily due to an
increase in sales volumes and prices. Profit after tax also increased
to Rs.56.86 cr in FY 2011 against Rs.53.90 cr in FY 2010. The Company's
sales volume of billets and rolled products increased from 3,00,880 MT
in FY 2010 to 3,17,892 MT in FY 2011.
The Company's consolidated net sales increased to 1,793.41 cr in FY
2011, an increase of 23.7% compared with the prior year, driven by
strong performance in the mining segment. The consolidated profit after
tax also increased from Rs.137.35 cr to Rs.184.31 cr in FY 2011,
recording a jump of 34.2%.
Deposits
Your Company did not accept any deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made there under.
Transfer to Reserves
In compliance with sub-section (2-A) of section 205 of the Companies
Act, 1956 and in accordance with The Companies (Transfer of Profits to
Reserves) Rules, 1975, it is proposed to carry an amount of Rs.284.30
lakhs (Rs.134.76 lakhs) to the General Reserves.
Dividend
Yours Directors recommended a dividend of Rs.1.50 per share (last year
Rs.1.25 per share) subject to approval of the shareholders at the
ensuing Annual General Meeting. The dividend will be paid on
12,34,99,536 equity shares in line with the applicable regulations. The
dividend will be paid to the members whose name appear in the Register
of Members as on August 31, 2011; in respect of shares held in
dematerialised form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
depository Services (India) Limited, as beneficial owners. The total
dividend outflow is Rs.2,153.01 lakhs, as against Rs.1,800.14 lakhs in
the previous year.
Deferred tax
In terms of Accounting Standard on Accounting for Taxes on Income'
(AS-22) issued by Institute of Chartered Accountants of India and in
compliance with Hon'ble Calcutta High Court order dated May 7, 2007,
and order dated March 29, 2010 the Securities Premium Account was
utilised towards net deferred tax liability amounting to Rs.1,289.03
lakhs (Rs.3,545.32 lakhs) during the year under review.
Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
The Company has executed the Mining Lease with Government of Orissa,
Department of Steel & Mines, for iron ore over an area of 33.803
hectares in village - Deojhar, Kulum and Mahadevnasa under Champua
sub-division of Keonjhar district. These strategies and initiatives are
aimed at ensuring that Adhunik delivers long-term sustainable growth
and creates unprecedented value for all its stakeholders.
Subsidiaries
Your Company has four subsidiaries viz.:
- Adhunik Power Transmission Limited (Formerly Unistar Galvanisers &
Fabricators Limited) became a subsidiary of the Company with effect
from July 17, 2006. During the year under review, the name of Unistar
Galvanisers & Fabricators Limited was changed to Adhunik Power
Transmission Limited vide ROC Certificate dated January 4, 2011 issued
pursuant to section 23(1) of the Companies Act, 1956.
- Orissa Manganese & Minerals Limited became a subsidiary of the
Company with effect from April 5, 2007
- Neepaz V Forge (India) Limited became subsidiary of the Company with
effect from October 4, 2007
- Adhunik Power & Natural Resources Ltd became subsidiary of the
Company with effect from November 14, 2008. However with effect from
December 24, 2010 Adhunik Power & Natural Resources became a subsidiary
of Orissa Manganese & Minerals Limited, the wholly-owned subsidiary of
the Company.
During 2010-11, Adhunik Power & Natural Resources Limited which is in
the process of implementing 270 MW X 2 thermal power project in the
state of Jharkhand also received equity commitment of Rs.125 crore from
SBI Macquarie Infrastructure Fund. This was in addition to Rs.250 crore
of equity commitment from IDFC Project Equity Fund.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the balance sheet, profit and
loss account and other documents of the subsidiary companies namely
Orissa Manganese & Minerals Limited, Adhunik Power & Natural Resources
Limited, Neepaz VForge (India) Limited and M/s Adhunik Power
Transmission Limited (formerly M/s Unistar Galvanisers & Fabricators
Limited) are not being attached with the balance sheet of the Company.
The annual accounts of the subsidiary companies and the related
detailed information is available on the Company's website. The Company
will make available the annual accounts of the subsidiary companies and
the related detailed information to any member of the Company who may
be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Registered Office of the Company and of the subsidiary companies
concerned. The consolidated financial statements presented by the
Company include the financial results of its subsidiary companies. The
statement as required under
General Circular No. 2/2011 dated February 8, 2011 issued by the
Ministry of Corporate Affairs with respect to disclosure of certain
information in the consolidated balance sheet in aggregate for each
subsidiary including subsidiaries of subsidiaries is annexed, and forms
part of consolidated balance sheet:
Consolidated Financial Statement and Cash Flow Statement
The consolidated financial statements were prepared by your Company in
accordance with the applicable Accounting Standards issued by The
Institute of Chartered Accountants of India and the same together with
the Auditor's Report thereof form a part of the Annual Report. The
consolidated net profit of the Company amounted to Rs.18,431 lakhs as
compared with Rs.5,687 lakhs for the Company on a standalone basis. In
conformity with the provisions of Clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended March 31, 2011 is included
in the annual accounts.
Personnel
At Adhunik, values make for more than just a powerful tagline. We have
a proven role model for creating wealth ethically and legally. We
engage employees through a fair and rewarding work environment. The
information required under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended,
is provided in the Annexure, attached hereto, and forming part of this
report.
Directors
During the year under review, Mr. Makhan Lal Majumdar resigned as
Independent Director of the Board with effect from February 11, 2011.
The Board placed on record its deep sense of appreciation for the
services rendered by Mr. Makhan Lal Majumdar as an Independent Director
of the Board.
In accordance with the provisions of the Companies Act, 1956 and
Article 152 of the Articles of Association, Mr. Ghanshyam Das Agarwal,
Mr. Mohan Lal Agarwal, Mr. Lalit Mohan Chatterjee and Mr. Nihar Ranjan
Hota, Directors of your Company, retire from the Board by rotation at
the ensuing
Annual General Meeting of the Company and, being eligible, offer
themselves for re-election. The Board has recommended their
re-election.
Pursuant to Clause 49 of the Listing Agreement, the details of the
Directors seeking reappointment together with the nature of their
expertise in specific functional areas, their shareholding and names of
the companies in which they hold office as Director and/or the
Chairman/Membership of Committees of the Board, are provided in the
Notice of the ensuing Annual General Meeting.
Directors' Responsibility Statement
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors confirm and state that:
(i) In the preparation of the annual accounts for the financial year
ended March 31, 2011, the applicable accounting standards were followed
and there were no material departures;
(ii) The Directors 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 as at March 31, 2011 and of the profit of the Company for
that period;
(iii) The Directors took proper and sufficient care to maintain
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Directors had prepared the annual accounts on a going concern
basis.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.A separate section on Corporate Governance is annexed and forms
part of the annual report. A certificate from Mr. B. P. Dhanuka,
Practicing Company Secretary (Past President of Institute of Company
Secretaries of India), regarding compliance of conditions and
provisions of the Corporate Governance as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges, is given as annexure to
the report along with a certificate from CEO/CFO in terms of sub Clause
(v) of Clause 49 of the Listing Agreement.
Code of Conduct
In compliance with Clause 49 of the Listing Agreement, the Company
adopted a Code of Conduct for all Board Members and Senior Management
of the Company. A copy of the said Code of Conduct for all Board
Members and Senior Management of the Company is available on the
Company's website. All the members of the Board and Senior Management
of the Company have affirmed compliance with the Code for the financial
year 2010-11. A declaration to this effect signed by the Managing
Director is annexed and forms part of the annual report.
Code for Prevention of Insider Trading Practices
Pursuant to the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations1992, a comprehensive code for prevention
of Insider Trading is in place. The objective of the Code is to prevent
purchase and /or sale of shares of the Company by insider while in
possession of unpublished price sensitive information. The Code is
available on the Company's website.
Statutory Disclosures
None of the Directors of the Company are disqualified as per the
provisions of Section 274(1)(g) of the Companies Act 1956. The
Directors made necessary disclosures, as required under various
provisions of the Companies Act and Clause 49 of the Listing Agreement.
Equity Shares in Suspense Account
As per Clause 5A(I) of the Listing Agreement, the Company reports the
following details in respect of equity shares lying in the suspense
account which were issued pursuant to the public issue or any other
issue as provided by the Registrar & Transfer Agents:
Particulars No. of No. of
shareholders equity shares
Aggregate number of shareholders and the
outstanding shares in the suspense 6 1,574
account lying as on April1, 2010
Number of shareholders who approached
the Company for transfer of shares 2 750
from suspense account during the year
Number of shareholders to whom shares
were transferred from the suspense 2 750
account during the year
Aggregate number of shareholders and the
outstanding shares in the suspense 4 824
account lying as on March 31, 2011
The voting rights on the shares outstanding in the suspense account as
on March 31, 2011 shall remain frozen till the rightful owner of such
shares claims the shares.
As per Clause 5A(II) of the Listing Agreement, there are no shares
issued in physical form pursuant to a public issue or any other issue
and remain unclaimed.
Transfer of amounts to Investor Education and Protection Fund
Pursuant to the provisions of section 205A(5) of the Companies Act,
1956, the Company is not required to transfer any amount to Investor
Protection and Education Fund as the Company is declaring dividends
since financial year 2005-06 and as such there is no amount of dividend
which was due and payable and remained unclaimed and unpaid for a
period of seven years.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
Informations required pursuant to Section 217(1)(e) of the Companies
Act, 1956 read with the Company's (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are provided in the annexure
attached hereto and forming part of this report.
Auditors
M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the ensuing Annual
General Meeting and is eligible for reappointment.
The Company has received letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act. The Board recommends their reappointment.
The Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
Appreciation
The Board takes this opportunity to express its sincere appreciation
for the excellent support and cooperation received from Company's
customers, suppliers, government authorities, bankers, investors,
financial institutions and shareholders for their consistent support to
the Company. The Directors also sincerely acknowledge the outstanding
support and services of the workers, staff and executives of the
Company, which have together contributed to the efficient operation and
management of the Company.
For and on behalf of the Board
Ghanshyam Das Agarwal
Chairman
Registered office
14 Netaji Subhas Road, Kolkata -- 700001
Date: May 20, 2011
Mar 31, 2010
The Directors are pleased to present the ninth Annual Report and
audited accounts for the financial year ended March 31, 2010.
Financial highlights
The financial performance of the Company for the year ended March 31,
2010 is summarised below
Financial highlights 2009-10 2008-09
Rs,lakhs $ mn Rs,lakhs $ mn
Sales, services and job work 134,550 298 128,344 252
Less: Excise duty 8,691 19 11,775 23
125,859 279 116,569 229
Profit Before Interest,
Depreciation and Tax 26,414 58 18573 36
Less: Interest 13,802 30 11452 22
Depreciation 5,823 13 3,694 7
Profit Before Tax 6,789 15 3,427 7
Less: Provision for taxation
Current tax 1,125 2 384 1
Income tax relating to
earlier years/ 273 1 (12) (0)
(Excess provision for
taxation written back)
Deferred tax - - - -
Fringe benefit tax - - 40 0
Profit after taxation 5,391 12 3,015 6
Add: Balance brought forward
from the previous year 18,391 40 16,610 32
Less: Adjustment of loss on
amalgamation 581 1 - -
Profit available for
appropriation 23,201 51 19,625 38
Less: Transfer to General
Reserve 135 0 - -
Proposed dividend 1,544 3 1,055 2
Dividend tax 256 1 179 0
Profit carried to balance
sheet 21,266 47 18,391 36
* 1$ = Rs, 45.14 exchange rate as on March 31, 2010 (1$ = Rs, 50.95 as
on March 31, 2009)
Year in retrospect Operations
During the year, your Company witnessed a robust growth in sales and
profit figures, coupled with wider geographic extension of customer
base and extension of the product mix to growing sectors. The
production of billets increased from 2,48,811 MT in the last year to
3,32,254 MT in year 2010. The Company during the year commissioned 3rd
ferro alloy plant and 2 kilns of 150 TPD having achieved the technical
parameters of operation and stabilisation of production efficiency
which culminates into reduction of production cost to a great extent
and substantially benefits the operations by insulating from
volatility.
M/s Sri M P Ispat and Power Private Ltd and M/s Vedvyas Ispat Ltd were
amalgamated with your Company with effect from April 1, 2008 as per
order dated September 16, 2010 of the Honble Calcutta High Court and
order December 16, 2010 of the Honble Orissa High Court sanctioning
the scheme of amalgamation respectively. M/s Sri M P Ispat and Power
Private Ltd was setting up two set of coke oven batteries having
capacity of 120,000 MT. The coke oven batteries have started commercial
operation in last quarter of the financial year. M/s Vedvyas Ispat Ltd
had two DRI kilns of 100 TPD each with total capacity of 60,000 MT of
which 1 DRI kiln of 100 TPD started commercial operation in the last
quarter of the financial year 2009-10. The amalgamation will result in
backward integration of the operations of the Company and considerably
reduce operational costs. The Company will be able to operate more
economically and effectively resulting in better turnover and profits.
The Company is implementing one DRI kiln of 350 TPD along with CPP of
45 MW and 7 lakh tons coal washery in next couple of years time to
meet its increased metaliks and power requirement.
Transfer to reserves
In compliance with sub-section (2-A) of section 205A of the Companies
Act, 1956 and in accordance with The Companies (Transfer of Profits to
Reserves) Rules, 1975, it is proposed to carry an amount of Rs, 134.76
lakhs to the General Reserves.
Dividend
The board, for the year ended March 31, 2010 recommended a dividend of
Rs, 1.25 per share (Re. 1 per share for the year ended March 31, 2009)
subject to approval of the shareholders at the Annual General Meeting.
The dividend will be paid on 12,34,99,536 Equity shares of the Company
(10,55,05,814 Equity shares for the year ended March 31, 2009).
Deferred tax
In terms of Accounting Standard on ÃAccounting for Taxes on Income
(AS-22) and in compliance with Honble Calcutta High Court order dated
May 07, 2007, and order dated March 29, 2010 the Securities Premium
Account was utilised towards net deferred tax liability amounting to
Rs, 3,545.32 lakhs for the year under review
Managements Discussion and Analysis Report
Managements Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
Subsidiaries
During the year under review, the Company invested in Adhunik Power &
Natural Resources Ltd (APNRL) which will be implementing 270MW X 2
thermal power project in the state of Jharkhand in line with the equity
requirement of the project. Your Company also entered into a
Shareholders Agreement with a private equity investor being India
Infrastructure Fund (IIF), a domestic venture capital fund registered
with SEBI and established as an irrevocable trust under the Indian
Trusts Act, 1882, through a trust deed dated March 4, 2008, the trustee
of which is IDFC Trustee Company Limited, acting through IDFC Project
Equity Company Limited for infusion of upto Rs, 250 cr in share capital
of the subsidiary APNRL in such tranches and in accordance with the
business plan of such subsidiary.
Your Company made an application to Ministry of Corporate Affairs,
Govt. of India to grant approval not to attach various documents in
respect of subsidiary Companies, namely Orissa Manganese & Minerals
Limited, Adhunik Power & Natura Resources Ltd, Neepaz V Forge (India)
Limited and Unistar Galvanisers & Fabricators Ltd as set out in
Sub-section (1) of Section 212 of the Companies Act, 1956. The Ministry
of Corporate Affairs while sanctioning the approval vide its letter no.
47/177/2010-CL-III dated April 27, 2010 advised to attach the
Consolidated Financial Statements of its subsidiaries. The Consolidated
Financial Statements presented by the Company includes financial
results of its subsidiaries. Accordingly, the Balance Sheet, Profit &
Loss Account and other documents of the subsidiary companies are not
been attached with the Balance Sheet of the Company. Investors who wish
to have a copy of annual accounts and detailed information on the
subsidiaries may write to the Company. The annual accounts of the
subsidiary companies will also be kept open for inspection by any
investor at the Registered Office of the Company. The details of
accounts of individual subsidiary Company will be available on the
Companys website.
A statement as required under Section 212 of the Companies Act, 1956
relating subsidiaries alongwith a separate statement covering the
information pertaining to each subsidiary as stipulated by the Ministry
of Corporate Affairs vide its approva is disclosed in the Annual
Report.
Personnel
At Adhunik values make for more than just a powerful tagline. We have
a proven role model for creating wealth ethically and legally. We
engage employees through a fair and rewarding work environment.
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companys (Particulars of Employees)
Rules, 1975 is given in the annexure, attached hereto, and forming a
part of this report.
Directors
In accordance with the provisions of the Companies Act, 1956 Mr. Jugal
Kishore Agarwal, Mr. Nirmal Kumar Agarwal, Mr. Mahesh Kumar Agarwal
and Dr. Ramgopal Agarwala, Directors of your Company, retire from the
Board by rotation and being eligible, offer themselves for re-election
at the ensuing Annual General Meeting.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm and state that:
(i) In the preparation of the annual accounts for the financial year
ended March 31, 2010, the applicable accounting standards were followed
and there were no material departures;
(ii) The Directors had 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 as at March 31, 2010 and of the profit of the Company
for that period;
(iii) The Directors took proper and sufficient care to maintain
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iii) The Directors had prepared the annual accounts on a going concern
basis.
Corporate Governance
Your Company has been practicing good Corporate Governance over the
years and lays strong emphasis on transparency, accountability and
integrity. A separate section on Corporate Governance is given in the
Annual Report and a certificate from Mr. B. P. Dhanuka, Practicing
Company Secretary regarding compliance of conditions and provisions of
the Corporate Governance is given as annexure to the Report along with
a certificate from CEO/CFO in terms of sub Clause (v) of Clause 49 of
the Listing Agreement is annexed in the Corporate Governance Report.
Code of Conduct
The Board laid down a Code of Conduct for all Board Members and Senior
Management of the Company.
Board members and Senior Management Personnel affirmed compliance with
the Code for the financial year 2009-10. A certificate from the CEO is
annexed in this regard.
Statutory disclosures
None of the Directors of the Company are disqualified as per the
provisions of Section 274(1) (g) of the Companies Act 1956. The
Directors made necessary disclosures, as required under various
provisions of the Act and Clause 49 of the Listing Agreement.
Energy conservation, technology absorption and foreign exchange
earnings and outgo
Information as required by Section 217(1) (e) of the Companies Act,
1956 read with the Companys (Disclosure of Particulars in the Report
of Board of Directors) Rules 1988 is given in the annexure attached
hereto and forming part of this Report.
Consolidated financial statements and cash flow statement
As stipulated by the Clause 32 of the Listing Agreement, the
Consolidated Financial Statements were prepared by your Company in
accordance with the applicable Accounting Standards issued by The
Institute of Chartered Accountants of India and the same together with
the Auditors Report thereof form a part of the Annual Report. The
consolidated net profit of the Company and its subsidiary amounted to
Rs, 13,707.09 akhs as compared with Rs, 5,390.68 lakhs for the Company
on standalone basis. The Cash Flow Statement for the year under
reference is attached hereto.
Auditors
The Company received requisite certificate pursuant to Sec 224(1B) of
the Companies Act, 1956 from M/s S. R. Batliboi & Co., Auditors of your
Company regarding their eligibility for re-appointment as Auditors, who
retire at the ensuing Annua General Meeting and we recommend their
re-appointment.
The comments made by the Auditors in their report are self
explanatory and hence do not require any further explanation and
information.
Secretarial Audit Report
As a measure of good Corporate Governance practice, the Board of
Directors of the Company appointed Mr. B. P. Dhanuka, Practicing
Company Secretary (Past President of the Institute of Company
Secretaries of India), to conduct independent Secretarial Audit of the
Company. The Secretarial Compliance Certificate for the financial year
ended March 31, 2010, is provided in the Annual Report.
The Secretarial Compliance Certificate confirms that the Company
complied with all the applicable provisions of the Companies Act, 1956,
Listing Agreements with the Stock Exchanges, Securities Contract
(Regulation) Act, 1956, and all the Regulations of SEBI as applicable
to the Company, including the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 and the SEBI (Prohibition of Insider
Trading) Regulations, 1992.
The Company received certain show cause notices issued by Registrar of
Companies, West Bengal for alleged offence /violation under the
Companies Act, 1956 upon Inspection being carried out under direction
of Ministry of Corporate Affairs, for which the Company took adequate
steps to redress the same.
Appreciation
The Board takes this opportunity to express its sincere appreciation
for the excellent support and cooperation received from Companys
customers, suppliers, Government Authorities, bankers, investors,
financial institutions and shareholders for their consistent support to
the Company. The Directors also sincerely acknowledge the outstanding
support and services of the workers, staff and executives of the
Company, which have together contributed the efficient operation and
management of the Company.
For and on behalf of the Board
Registered office
14 Netaji Subhas Road, Kolkata - 700001 Ghanshyam Das Agarwal
Date: May 30, 2010 Chairman
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