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Directors Report of Bhagwandas Metals Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their report for the year ended 31st March 2014 together with the Balance sheet as at 31 st March 2014 and the Profit and Loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS Rupees

Audited financial Audited financial SI. Particulars Statement for the Statement for the No. year ended year ended March 31st, 2014 March 31st 2013

1. Sales 61,74,95,433 53,97,69,103

2. Profit before Interest, Depreciation,

Extraordinary Items and Tax 54,99,670 67,15,968

3. Interest 21,48,832 16,90,606 4. Depreciation 2,80,207 3,65,677

5. Profit before Extraordinary items and Tax 30,70,631 46,59,685

6. Provision for taxation & Deferred Tax 9,58,000 14,46,000

7. Profit after Extraordinary item and Tax 21,12,631 32,13,685

8. Dividend Proposed - 21,89,280

9. Share Capital 3,64,68,500 3,64,68,500

10. Reserves & Surplus 3,43,84,091 3,22,71,460

OPERATIONS

During the year 2013-2014, the Company has earned a net profit after tax of Rs 21.13 Lakhs as against Rs. 32.14 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs. 6175 Lakhs during the year 2013-2014 as against Rs. 5398 Lakhs achieved in 2012-2013.

DIVIDEND

In order to conserve resources the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account.

DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Narendra Kumar Lunawath, Mr.Nirmal Anraj Gadhiya and Mr.Chidambaram Chettiar Ramasamy Chettiar as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013 the above persons are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mr.Nand Kishore Sonthalia is retiring at this meeting by rotation and being eligible, offer himself for reappointment.

AUDITORS

M/s. R.R.More & Co. Chartered Accountant, retire at this meeting and being eligible are proposed for reappointment. They also expressed their willingness to continue in office if reappointed, at the ensuing annual general meeting.

DEPOSITS

During the year under review, the Company has not accepted any Fixed deposits from the Public.

PARTICULARS AS REQUIRED UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as follows.

INFORMATION AS PER SEC.217 (1) (e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS'' REPORT FOR THE YEAR ENDED 31 ST MARCH 2014

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken

b. Total energy consumption and energy consumption per unit of production as per Form A- Not Applicable.

B. TECHNOLOGY ABSORBPTION

a. As per Form B-Not applicable

b. Research and Development (R&D)

i. Specific areas in which Research and Development carried out by the Company -NIL

ii. Benefits derived as a result of the above Research and Development -NIL

iv. Expenditure on Research and Development at present Percentage of the turnover- NIL

a. Capital

b. Recurring

c. Total

d. Total Research and Development as a percentage of Turnover.

II Technology, Absorption, Adoption and Innovation

i. Efforts made -NIL

ii. Benefits derived

1. Production Improvement

2. Cost reduction

3. Import substitution

iii. Technology imported -NIL

Year of Report -NIL

Has technology been fully absorbed -NIL If not fully absorbed areas where this has not been reasons therefore and future plans of action -NIL

PERSONNEL

None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended.

Director''s Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that

- in the preparation of the annual accounts for the financial year ended 31 st March 2014, the applicable accounting standards have been followed along with proper explanation related to material departures, if any.

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as on 31st March, 2014 and of the profit and loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis. ,

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement with the Stock Exchanges, Corporate Governance Report and Auditors'' Certificate regarding Compliance of the same are made partofthisAnnual Report.

COMPLIANCE CERTIFICATE

In Accordance with provisions of the Companies Act, 1956 /2013 Act, and companies (certificate) Rules, 2001, the company has obtained a Certificate from M/s. Lakshmmi Subramanian & Associates. Chennai, Secretary In the Whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956/2013.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude and wish to place on record their appreciation for the Valuable support and kind co-operation extended to the Company by the Company''s Bankers, Financial Institution, Government Authorities, Shareholders and the Employees.

For and behalf of the Board of Directors Sd/-

Place: Chennai Govind Prasad Chairman-cum-Managing Director Date: 30.07.2014


Mar 31, 2012

The Directors have pleasure in presenting their report for the year ended 31st March 2012 together with the Balance Sheet as at 31st March 2012 and the Profit and Loss account for the year ended on that date.

FINANCIAL HIGHLIGHTS

(Rupees)

Sl. Audited financial Audited financial No. Particulars Statement Statement for the year ended for the year ended March 31st 2012 March 31st 2012

1. Income 78,95,85,524 69,44,92,565

2. Profit before Interest, Depreciation,Extraordinary Items and Tax 85,12,220 65,72,116

3. Interest 11,42,501 9,36,985

4. Depreciation 4,62,846 5,69,610

5. Profit before Extraordinary items and Tax 69,06,873 50,65,521

6. Provision for taxation & Deferred Tax 20,63,000 15,92,000

7. Profit after Extraordinary item and Tax 48,43,873 34,73,521

8. Dividend Proposed 21,89,280 21,89,280

9. Share Capital 3,64,68,500 3,64,68,500

10. Reserves & Surplus 3,16,19,123 2,93,19,686

OPERATIONS

During the year 2011-2012, the Company has earned a net profit after tax of Rs. 48.44 Lakhs as against Rs. 34.74 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs. 7896 Lakhs during the year 2011-2012 as against Rs. 6945 Lakhs achieved in 2010-2011.

DIVIDEND

The Directors wish to recommend a Dividend of 6% (0.60 paise per equity share of Rs.10/- fully paid up) on the paid up capital of the company aggregating to Rs. 21,89,280 for the year ended 31st March 2012.

FUTURE PROSPECTS

During the current year 2012-2013, the Company had already achieved a turnover of Rs. 23.85 Crores in the first quarter ending 30.06.2012 and is confident of growth higher than the previous financial year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Narender Lunawat, Director of the Company is liable to retire by rotation and your Directors recommend his reappointment.

AUDITORS

M/s. R.R. More & Co. Chartered Accountants, Chennai, the statutory auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. They have confirmed their eligibility and willingness to accept office, if re-appointed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any Fixed Deposits from the public.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956

A. CONSERVATION OF ENERGY

a. Energy conservation measures taken

The Company is not a manufacturing Company and hence there is no energy conservation measures are taken.

b. Additional Investment Proposals. - NIL

c. Impact of above measures on energy consumption - Introduction of efficient lighting system and other energy saving systems has considerably reduced power consumption.

d. Total energy consumption and energy consumption per unit of production as per Form A-Not Applicable.

B. TECHNOLOGY ABSORPTION

a. As per Form B-Not applicable

b. Research and Development (R&D)

i. Specific areas in which Research and Development carried out by the Company

-NIL

ii. Benefits derived as a result of the above Research and Development -NIL

iii. Future Plan of action - the Company has tentative proposals to introduce Research and Development division in the next two years.

iv. Expenditure on Research and Development at present Percentage of the turnover

-NIL

a. Capital

b. Recurring

c. Total

d. Total Research and Development as a percentage of Turnover.

II Technology, Absorption, Adoption and Innovation

i. Efforts made -NIL

ii. Benefits derived

1. Production Improvement

2. Cost reduction

3. Import substitution iii. Technology imported -NIL

Year of Report -NIL

Has technology been fully absorbed -NIL If not fully absorbed areas where this has not been reasons therefore and future plans of action -NIL

PERSONNEL

None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

c) Proper and sufficient care have been taken for the maintenance of 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;

d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of the same are made part of this Annual Report

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, secretary in the whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude and wish to place on record their appreciation for the valuable support and kind co-operation extended to the Company by the Company's Bankers, Financial Institution, Government Authorities, Shareholders and the Employees.

For and on behalf of the Board of Directors Sd/- GOVIND PRASAD Chairman- Cum-Managing Director

Place : Chennai Date : 27.07.2012


Mar 31, 2010

The Directors have pleasure in presenting their report for the year ended 31 st March 2010 together with the Balance Sheet as at 31 st March 2010 and the Profit and Loss account for the year ended on that date.



FINANCIAL HIGHLIGHTS



(Rupees in Lakhs)

Audited Financial Audited Financial

Statement for the Statement for the

No Particulars Year ended March Year ended

31st 2010 March 31st 2009

1. Income from Operation 5523 4864

2. Profit before Interest, Depreciation,

Extraordinary items and Tax 54 44

3. Interest 8 8

4. Depreciation 7 2

5. Profit before Extraordinary items and Tax 39 34

6. Provision for taxation, Fringe Benefit

Tax & Deferred Tax 12 11

7. Profit after Extraordinary Item and Tax 27 23

8. Dividend Proposed Nil Nil

9. Share Capital 364 364

10. Reserves & Surplus 284 257



OPERATIONS

During the year 2009-2010, the Company has earned a net profit after tax of Rs.26.93 Lakhs as against Rs.22.75 Lakhs earned in the previous year. On the sales front, the Company has achieved a turnover of about Rs.5523 Lakhs during the year 2009-2010 as against Rs.4864 Lakhs achieved in 2008-2009.

DIVIDEND

With a view to conserve resources the directors express their inability to declare any divided for the current financial year 2009 - 2010.

PROSPECTS FOR THE CURRENT YEAR

During the current year 2010-2011, the Company has achieved a turnover of Rs.1637 Lakhs in the first quarter ending 30.06.2010

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nirmal Gadhiya, Director of the Company is liable to retire by rotation and your Directors recommend his re-appointment.

AUDITORS

M/s. R.R. More & Co., Chartered Accountant retire at this meeting and being eligible are proposed for reapiontment. They also express their willingness to continue in office if reappointed, at the ensuing annual general meeting.

FIXED DEPOSITS

During the year under review, the Company has not accepted any Fixed Deposits from the public.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956

Conservation of Energy:-

Though the company has not carried on any manufacturing activities, it had taken steps to conserve energy in its office/ godown use, consequent to which energy consumption has been minimized. No additional Proposals/Investments was made to conserve energy. Since the company has not carried on any industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption :-

The company has not adopted / intend to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Since the company has not carried on any export during the financial year under review, the disclosures requirement relating to exports, initiatives taken to increase exports; development of new export markets for products and services and export plans is not applicable to the company.

Foreign Exchange earned during the year:- Rs.Nil. (31 -03-09 Rs.Nil)

Foreign Exchange used during the year:- Rs.Nil. (31 -03-09 Rs.Nil)

Value of Imports on CIF Basis - Rs. 7,65,09,258 (31 -03-09 Rs. 8,91,41,675/-)

PERSONNEL

None of the employees of the Company is in receipt of salary in excess of the limits laid down in section 217(2A) read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 st March, 2010 and of the profit of the Company for the year ended 31 st March, 2010.

c) Proper and sufficient care have been taken for the maintenance of 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;

d) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of the same are made part of this Annual Report.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, secretary in the whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude and wish to place on record their appreciation for the valuable support and kind co-operation extended to the Company by the Companys Bankers, Financial Institution, Government Authorities, Shareholders and the Employees.



For and on behalf of the Board of Directors Sd/-

Place : Chennai GOVIND PRASAD

Date 29.07.2010 Chairman-Cum-Managing Director

 
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