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Directors Report of Frontier Springs Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Financial Statement of Accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2014-15 2013-14

Income from Operations 3633.91 3820.08

Profit Before Interest,

Depreciation and Tax 279.67 420.36

Interest 90.52 76.04

Depreciation 132.80 118.61

Profit/(Loss) Before Tax 56.35 225.71

Income Tax

Current year Tax 10.93 46.21

Deferred Tax 4.78 10.79

Profit/(Loss) After Tax 40.64 168.71

Profit/(Loss) B/F from P.Y. 1493.48 1324.77

Transfer to General Reserve - -

Balance available for

appropriation 1534.12 1493.48

Surplus carried to

Balance sheet 1534.12 1493.48

REVIEW OF OPERATIONS :

During the year under review, your Company has achieved a turnover of about Rs 36 Crores. However a marginal decline in turnover was noticed as compared to the previous year on account of general industrial slowdown, extremely competitive market conditions re- sulting in squeezed margins and sluggish demand from railways.

During the year your Company has diversified its operations and started production of Roofing Sheets

DIVIDEND:

To conserve resources for the expansion and to consolidate the financial position of the company, your Directors considered it prudent not to recommend any dividend for the year.

PROSPECTS:

Your Company continues to expand its manufactur- ing facilities. Technological up gradation in its plant and machinery is an ongoing process which will further im- prove the performance of your Company. The manage- ment continues to lay emphasis on quality control and it is for the same reason that now the production would be carried out Forge Moster IG-Pack System for Billet Heat- ing Application as a result of which the wastage in pro- duction would be reduced to a marked extent. The out- look for the current financial year appears to robust and positive. The current year will show increased volumes due to which the profitability is likely to improve.

DIRECTORS:

In accordance with the provisions of the Compa- nies Act, 2013 read with Articles of Association of the Company Smt. Manju Bhatia, Director of the Company retires by rotation at the ensuing Annual General Meet- ing and is eligible for re-appointment.

During the year under review Shri K.L. Bhatia, Chair- man Cum Managing Director, Shri Kapil Bhatia, Manag- ing Director, Shri Neeraj Bhatia, Chief Financial Officer cum Whole Time Director and Smt. Mamta Bhatia, Whole Time Director were re-appointed effective from 1st April 2015, 5th January 2015, 1st April 2015 & 14th May 2014 for a period of five years and the matter is placed for approval of the Shareholders of the Company at the ensuing Annual General Meeting.

During the year, as per the provisions of Section 203 of the Companies Act, 2013 the following persons were designated as Key Managerial Personnel:-

KEY MANAGERIAL PERSONNEL:

S.No Name Designation

1) Kapil Bhatia Managing Director

2) Dhruv Bhasin Company Secretary

3) Neeraj Bhatia Chief Financial Officer

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations to the Board that they fulfill all the require- ments as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Com- panies Act, 2013 and the relevant rules.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Com- panies Act, 2013 and the Listing Agreement.

BOARD EVALUATION

The Board annually evaluates its performance as well as the performances of its Committees and of Di- rectors individually. For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time. The performance of the executive directors is evaluated by the Board by linking it directly with their devotion towards implemen- tation and management of the growth parameters of the Company and the actual achievements of the Company. The performance of the Executive Directors is evaluated on the basis of their contribution for adopting better cor- porate governance practices, transparency and disclo- sures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

COMPANYS' POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the in- dependence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Commit- tee of the Board and the committee interalia periodically evaluates:

1. The need for change in composition and size of the Board;

2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.

3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.

The Remuneration Policy is annexed herewith as Annexure G which forms part of this report.

FAMILIARISATION PROGRAMMES FOR BOARD MEM- BERS

The Board Members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's proce- dures and practices. Periodic presentations are made at the Board and Board Committee Meetings on business and performance updates of the Company, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

SUBSIDIARY COMPANY / ASSOCIATE / JOINT VEN- TURE COMPANY

The Company has no Subsidiary, Associate and Joint Venture Companies and as such the requirement of fur- nishing the information relating to the financial position Subsidiary, Associate and Joint Venture Companies is not applicable.

AUDITORS:

I. STATUTORY AUDITORS

M/s. Sanjay Nandini & Co., Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of three years at the last Annual General Meeting held on 30/09/2014. Their continuance of appointment is placed for ratification at the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that if their appointment is confirmed it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The observations made by auditors in their report have been suitably explained in the Notes to Account and therefore do not call for any further clarification or explanation.

II. COST AUDITORS

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.

III. SECRETARIALAUDITORS

The Company has appointed Ms. Priyanka Manghwani, Practicing Company Secretary as Secretarial Auditor of the Company for the year 2014-15. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in the report. The Secretarial Audit Report is placed as Annexure 'E'.

IV. INTERNALAUDITORS:

The Company has appointed M/s. Kedia Gupta & Associates, Chartered Accountants as the Internal Auditors of the Company for the year 2014-15. The Internal Auditor Report is placed before the Audit Committee of the Company from time to time.

CORPORATE GOVERNANCE:

The new Companies Act, 2013 have strengthened the governance regime in the country. Corporate Gover- nance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakehold- ers as partners in our success, and we remain commit- ted to maximizing stakeholders' value, be it sharehold- ers, employees, suppliers, customers, investors, com- munities or policy makers. The business conduct can be ethical only when it rests on the six core values of Cus- tomer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. In line with the requirements of these core values and new law, the Company through its Board and Committees endeavors to strike and deliver the highest governing standards for the benefits of its stakeholders.

Pursuant to revised Clause 49 of the Listing Agree- ment vide SEBI Circular No. CIR/CFD/POLICY CELL/7/ 2014 Dt April, 17th 2014 the Company is not required to comply with the conditions of Clause 49 of the Listing Agreement. However, as a good Corporate Governance practice and to maintain continuity in standards of Dis- closures Report on Corporate Governance and Man- agement Discussion & Analysis Report is placed as An- nexure 'A' which forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report is annexed and forms part of this Annual Report.

STATUTORY INFORMATION PARTICULARS OF EMPLOYEES:

As none of the employees of the Company was in receipt of Remuneration in excess of the limits pre- scribed, the requisite information under sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, being inappli- cable is not required to be furnished. Disclosures per- taining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of Companies(Appointment and Remuneration of Mana- gerial Personnel) Rules, 2014 are provided in Annex- ure-C forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as per Section 134(3)(m) of the Compa- nies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy, technol- ogy absorption and foreign exchange earnings and outgo for the financial year 2014-15 is annexed as Annexure 'B' which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company hereby state and confirm that:-

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) they 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 of the Company for that period;

iii) they 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;

iv) they had prepared the Annual Accounts of the Company on a going concern basis.

v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS:

The Company has not accepted any Public Depos- its under the provisions of the Companies Act, 2013 read with Rules framed there under during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR IN- VESTMENTS

The company has not given any Loans or Guaran- tees and made investments covered under Section 186 of the Companies Act, 2013 requiring disclosure in this regard

ANNUAL RETURN

The extracts of Annual Return pursuant to the pro- visions of Section 92 read with Rule 12 of the Companies.(Management and Administration) Rules, 2014 are furnished in Annexure 'D' forming part of this Report.

LISTING:

The Equity Shares of Company continue to be listed at BSE Limited and the Annual Listing Fees for the fi- nancial year 2015-16 has been paid.

INTERNAL CONTROL SYSTEM AND THEIR AD- EQUACY

The Company is committed to maintain internal control systems and procedures designed to provide rea-sonable assurance for orderly and efficient conduct of business and security of its assets. Actual performance is constantly monitored by the management. The Company has a well-defined Organization Structure and authority level. The internal control system is supplemented by an extensive review by the management and documented policies, guidelines and procedures.

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Di- rectors namely Shri P.K Goenka (Chairman), Shri Yashpal, Shri R.K Bhatia, Shri N.P Singh and Shri R.N Trivedi as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism (Whistle Blower Policy)

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Man- agement of the Company. This policy also lays down criteria for selection and appointment of Board mem- bers. The details of this policy are enclosed herewith as Annexure-G.

RISK MANAGEMENT

The Board of Directors in their Meeting held on 13th August 2014 had constituted Risk Management Com- mittee of the Company. The Committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company. The aim of risk Management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Policy may be accessed on the Company's website.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COM- PANY OCCURRED BETWEEN THE END OF THE FI- NANCIAL YEAR TO WHICH THESE FINANCIAL STATE- MENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial year 2014-15 till the date of this Report. Further, there was no change in the nature of business of the Company.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future opera- tions.

PARTICULARS OF CONTRACTS OR ARRANGE- MENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

The details of material contracts / arrangements / transactions at arm's length basis for the year ended 31st March, 2015 is annexed hereto and form part of this Report as Annexure F

Your Directors draw attention of the Members to Note No.30 to the Financial Statement which sets out all re- lated party disclosures.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude for overwhelming co-operation and assistance received from Company's Bankers, Government Authorities and esteemed customers for their continued patronage and support during the year. Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support. Your Directors also take this opportunity to place on record their gratitude to the Mem- bers for their continued support and confidence with the company.

For and on behalf of the Board

Place : Kanpur KUNDAN LAL BHATIA KAPIL BHATIA Date : 14th August, 2015 Chairman Cum Managing Managing Director Director)




Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Thirty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2013-14 2012-13

Income from Operation 3,802.64 3918.17

Profit Before Int., Dep.,& Tax 420.36 455.76

Interest 76.04 77.42

Depreciation 118.61 107.45

Profit/(loss) Before Tax 225.71 270.89

Income Tax :

Current year Tax (46.22) (52.64)

Deferred Tax (10.79) (17.75)

Profit/(Loss) After Tax 168.70 200.50

Profit/(Loss) B/f from P.Y. 1,324.77 1130.67

Balance available for appropriation 1,493.47 1331.17

Proposed Dividend / Dividend Tax Paid 0 6.39

Profit/(Loss)transferred to Reserves & Surplus 1,493.47 1324.78

OPERATIONS

The operation of the Company during the financial year under review were slightly down with turnover of Rs. 3802.63 Lacs as against Rs. 3918.17 Lacs in pre- ceding year. The net profit during the year was lower at Rs.168.70 Lacs as against Rs. 200.49 Lacs in the pre- ceding year. The recessionary conditions, flagging de- mand coupled with depressed price realization brought the overall turnover and profitability of the Company under pressure. However, best possible efforts are be- ing made to increase the production as the market is indicating revival signs, Therefore, we are confident for a better performance in near future.

DIVIDEND

As already reported in the previous year''s Direc- tors'' Report, your Company has completed the setting up of forging plant for manufacturing of forging items for supply to Indian Railways and other Heavy Industries The Company is in the process of increasing the capac- ity of the existing plant. To conserve resources for the expansion of the plant and to consolidate the financial position of the company, your Directors consider it pru- dent not to recommend any dividend for the year.

EXPANSION

Forging Division

Your company has already set up the forging plant and the management is taking conducive steps to fur- ther expand the forging division by expanding its prod- uct base. Approval of screw coupling, knuckle pins with washer, yoke pin and knuckle thrower have been ob- tained from Research Design & Management Organi- zation (R.D.S.O) in addition to Draft gear Forging, Hanger and Hanger Block. The company is further expanding Forging unit at Rania and is in process to install a new hammer which would be used to produce products of heavy industries. Export orders are also being executed.

Coil Springs

Your company would be the first one to receive or- ders for manufacturing of springs for Linke-Hofmann Busch(LHB) coaches which were being imported till date by Indian Railways thereby increase the revenue of the company as a result the profitability would increase in the near future. Presently LHB coaches are used in pre- mium air conditioned services such as Rajdhani, Shatabdi and Duronto trains. We are optimistic that in the coming years the company would reach to new heights. The execution of such kind of orders would in- crease the turnover manifold. The Company has also obtained Part 1 Vendor Registration for supply GM LOCO Springs to DLW Varanasi.

DIRECTORS

Shri Prem Sagar, Smt.Sushma Bhatia & Smt.Sonia Bhatia resigned from directorship of the Company w.e.f 29.05.2013, 24.10.2013 & 31.12.2013 respectively. Smt. Manju Bhatia was appointed as an Additional Director of the Company w.e.f.14.11.2013 and is proposed to be regularized as an ordinary director at ensuing 34th an- nual general meeting of the Company.

Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013 read with Companies (Appoint- ment and Qualification of Directors) Rules, 2014 and clause 49 of the listing agreement the Independent Di- rectors are not liable to retire by rotation and are re- quired to be appointed by Shareholders. Accordingly Mr. P K Goenka, Mr.R N Trivedi, Mr. Yash Pal, Mr. N P Singh & Mr. R K Bhatia are proposed to be appointed as an Independent Directors of the company to hold office for a term of consecutive five years from the conclusion of ensuing 34th annual general meeting and whose pe- riod of office shall not be liable to determination by re- tirement of directors by rotation.

Pursuant to the provisions of the Companies Act, 2013 and Articles of the Association of the Company, Smt. Mamta Bhatia, Director of the Company retire from the Board by rotation and being eligible they have of- fered herself for re-appointment.

The Board re-commends for their re-appointment at ensuing annual general meeting.

AUDITORS

The term of the present auditor of the Company, M/s Sanjay Nandani & Co., Chartered Accountants, Kanpur, expires at the conclusion of till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends their appointment.

The Board appointed Rakesh Misra & Co., Cost Accountants as the Cost Auditors for 2014-15 on May 16, 2014. As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the proposal for ratification of remuneration payable to the Cost Auditors by the shareholders of the Company is placed in notice convening 34th annual general meeting.

AUDITORS'' REPORT

The Auditors'' Report read with the notes to the ac- counts referred to therein are self-explanatory and, there- fore, do not call for any further comments.

Cost Audit report for year ended at 31st March, 2013 was filed vide SRN 528360998 dated 03.12.2013.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of limit prescribed, in- formation as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is not required to be given.

DIRECTORS RESPONSIBILITY STATEMENT

In the term of the Section 217(2AA) of the Compa- nies, 1956, the Directors of the company state in respect of the year ended 31st March, 2014 that: -

(a) That in preparation of Annual Accounts, the ap- plicable Accounting Standards have been followed along with proper explanation relating to material departure.

(b) That they have selected such Accounting Poli- cies 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 of the Company for that year.

(c) That they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provision of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting the fraud and other irregu- larities.

(d) That they have prepared Annual Accounts on going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto-forming part of this Re- port (Annexure - I).

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis is placed at An- nexure - II and forms part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Corporate Governance Report together with the Audi- tors'' Certificate on compliance of the conditions of Cor- porate Governance is placed at Annexure - III and forms part of this Annual Report.

LISTING INFORMATION

The Company''s Shares are presently listed at ''U.P. Stock Exchange Ltd., Kanpur, being the Regional Stock Exchange, as well as the ''BSE Ltd.'', Mumbai. The delisting certificate from Calcutta Stock Exchange is awaited. The Company has recently received communication from U.P. Stock Exchange Limited that in view of SEBI circular No. CIR/MRD/DSA/14/2012 and SEBI Circular No. CIR/ MRD/DSA/18/2014 dated 22 May, 2014. Since the Com- pany is already listed on BSE Limited, the Company has expressed its disinterest to UPSE to getting listed at Calcutta Stock Exchange.

The Listing fees to the Stock Exchanges have been paid up to date.

ACKNOWLEDGEMENTS

Yours Directors take this opportunity to place on record their appreciation for the co-operation and sup- port extended by Indian Railways and other departments of Central and State Government, Financial Institutions, Bankers and Business Associates.

Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for re- posing continued trust and confidence in the Manage- ment of the Company.

For and on behalf of the Board

Place : Kanpur K. L. BHATIA Date : 13.08.2014 Chairman and Managing Director DIN No. 00581799


Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the Thirty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2012-13 2011-12

Income from Operation 3,918.17 3591.92

Profit Before Int., Dep. & Tax 455.76 516.74

Interest 77.42 58.43

Depreciation 107.45 83.64

Profit/(loss) Before Tax 270.89 374.67

Income Tax :

Current year Tax (52.64) (76.42)

Deferred Tax (17.75) (13.85)

Profit/(Loss) After Tax 200.49 284.13

Profit/(Loss) B/f from P.Y. 1,130.67 992.32

Transfer to General Reserve 0.00 100.00

Balance available for appropriation 1,331.16 1276.45

Proposed Dividend / Dividend Tax Paid 6.39 45.78

Profit/(Loss)transferred to Reserves & Surplus 1,324.77 1130.67

OPERATIONS

The operation of the Company during the financial the year under review increased with turnover of Rs. 3918.17 Lacs as against Rs. 3591.92 Lacs in preceding year. The net profit during the year was lower at Rs. 200.49 Lacs as against Rs. 284.13 Lacs in the preceding year. The recessionary conditions, flagging demand coupled with depressed price realization brought the overall turnover and profitability of the Company under pressure. However, best possible efforts are being made to increase the production as the market is indicating revival signs, Therefore, we are confident for a better performance in near future.

DIVIDEND

As already reported in the previous year''s Directors'' Report, your Company has completed the setting up of forging plant for manufacturing of forging items for sup- ply to Indian Railways and other Heavy Industries The Company is in the process of increasing the capacity of the existing plant. To conserve resources for the expansion of the plant and to consolidate the financial position of the company, your Directors consider it prudent not to recommend any dividend for the year.

EXPANSION

As already reported in the previous year''s Directors'' Report your company has completed the setting up of forging plant at it is own land and building at E-14, Panki Industrial Area, Site-I, Kanpur in the vicinity of Kanpur District in the State of Uttar Pradesh for manufacturing of forging items for supply to Indian Railways and other Heavy Industries that would add to the profitability of the company in the near future. The Company has installed two hammer capacity of 2 Ton & 3Ton each with total production capacity of 300 Mt p.m. Your Company has obtained the approval of Research Design & Standard Organization (R.D.S.O.) for manufacturing of Hanger for Bogie Bolster & Block Hanger and has also started sup- ply of forgings for Draft gear RF 361 to all the draft gear manufacturers in India such as Texmaco, Titagarh Wag- ons, HEI etc., Samples of Draft gear forging has also been send to Miner Enterprises Inc., USA for their ap- proval.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of the Association of the Company, Smt. Sushma Bhatia, Shri Narinder Pal Singh and Shri Ramesh Narayan Trivedi, Directors of the Company re- tire from the Board by rotation and being eligible they have offered themselves for re-appointment.

AUDITORS

The term of the present auditor of the Company, M/s Sanjay Nandani & Co., Chartered Accountants, Kanpur, expires at the conclusion of this Annual General Meeting and being eligible they have confirmed their willingness to accept office, if re-appointed. The Board recommends their appointment.

AUDITORS'' REPORT

Explanation to point (i)

Since our customers are Indian railways and other government department, hence it is not possible to have confirmation of reconciliation statement from them be- cause they follow the practice of acceptance of goods and payment of bills. However our accounts are still rec- onciled with the books and invoice.

In case of creditors our major creditors are reconciled and some are not reconciled because of non-avail- ability of account statement.

Explanation to point (ii)

Since in our Company the costs are variable ac- cording to drawing and design of springs and forging products and it is not possible to ascertain the cost of each spring and forging product. Hence the Company values the finished goods as net realizable cost since past and Income Tax and Excise department also accept this method.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of limit prescribed, in- formation as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is not required to be given.

DIRECTORS RESPONSIBILITY STATEMENT

In the term of the Section 217(2AA) of the Companies, 1956, the Directors of the company state in respect of the year ended 31st March, 2013 that: -

(a) That in preparation of Annual Account, the applicable Accounting Standards have been followed along with proper explanation relating to material departure.

(b) That they have 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 of the Company for that year.

(c) That they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provision of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting the fraud and other irregularities.

(d) That they have prepared Annual Accounts ongoing concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto-forming part of this Re- port.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report together with the Auditors'' Certificate on compliance of the conditions of Corporate Governance form part of this Annual Report.

LISTING INFORMATION

The Company''s Shares are presently listed at ''U.P. Stock Exchange Ltd.'', Kanpur, being the Regional Stock Exchange, as well as the ''BSE Ltd.'', Mumbai. The delisting certificate from Calcutta Stock Exchange is awaited. The Listing fees to the Stock Exchanges have been paid up to date.

ACKNOWLEDGEMENTS

Yours Directors take this opportunity to place on record their appreciation for the co-operation and sup- port extended by Indian Railways and other departments of Central and State Government, Financial Institutions, Bankers and Business Associates.

Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for re- posing continued trust and confidence in the Management of the Company.

For and on behalf of the Board

Place:Kanpur K. L. BHATIA

Date : 14.08.2013 Chairman and Managing Director

DATE : 31st MARCH, 2013.


Mar 31, 2012

The directors have pleasure in presenting the Thirty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Income from Operation 3,591.92 4,295.71

Profit Before Int., Dep. & Tax 516.74 774.92

Interest 58.43 45.32

Depreciation 83.64 100.84

Profit/(Loss) Before Tax 374.67 628.75

Income Tax :

Current year Tax -76.42 -131.78

Deferred Tax -13.85 1.19

Income Tax for earlier year -0.27 -0.25

Profit/(Loss) After Tax 284.13 497.91

Profit/(Loss) B/f from P.Y. 992.32 633.79

Balance available for appropriation 1,276.45 1,131.70

General Reserve 100.00 100.00

Proposed Dividend / Dividend Tax Paid 45.78 39.39

Profit/(Loss) transferred to Reserves & Surplus 1,130.67 992.31

OPERATIONS

The operation of the Company during the financial year under review decreased with turnover of Rs. 3591.92 Lacs as against Rs. 4295.71 Lacs in preceding year. The net profit during the year was lower at Rs. 284.13 Lacs as against Rs. 497.91 Lacs in the preceding year. The recessionary conditions, flagging demand coupled with depressed price realization brought the overall turnover and profitability of the Company under pressure. How- ever, best possible efforts are being made to increase the production as the market is indicating revival signs, Therefore, we are confident for a better performance in near future.

DIVIDEND

Inspite of the lower profit, the Board has decided to maintain the dividend and approved an equity dividend of Re.1 (10%) per share of Rs. 10 face value (on the paid-up equity share capital) for the approval of the mem- bers for the financial year 2011-2012. The dividend, if approved, at the 32nd Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 16th September, 2012 and also to those, whose names, as beneficial owners, are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

EXPANSION

As already reported in the previous year's Directors' Report your company has completed the setting up of forging plant at it is own land and building at E-14, Panki Industrial Area, Site-I, Kanpur in the vicinity of Kanpur District in the State of Uttar Pradesh for manufacturing of forging items for supply to Indian Railways and other Heavy Industries that would add to the profitability of the company in near future. The Company has installed two hammer capacity of 2 Ton & 3 Ton each with total produc- tion capacity of 300 MT p.m. The company has invested Rs. 448.06 Lacs as on 31.03.2012. Your Company has completed all the formalities for obtaining approval of Research Design & Standard Organization (R.D.S.O.) and will be obtaining the same within a month.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri. Ramesh Kumar Bhatia, Shri. Kapil Bhatia and Shri Prem Sagar Directors of the Company retire from the Board by rotation and being eligible they have offered themselves for re-appointment.

AUDITORS

The term of the present auditor of the Company, M/s Sanjay Nandani & Co., Chartered Accountants, Kanpur, expires at the conclusion of this Annual General Meeting and being eligible they have confirmed their willingness to accept office, if re-appointed. The Board recommends their appointment.

AUDITORS' REPORT

Explanation to point (vi) (i)

Since our customers are Indian Railways and other government department, hence it is not possible to have confirmation of reconciliation statement from them be- cause they follow the practice of acceptance of goods and payment of bills. However our accounts are still rec- onciled with the books and invoice.

In case of creditors our major creditors are recon- ciled and some are not reconciled because of non-avail- ability of account statement.

Explanation to point (vi) (ii)

Since in our Company the costs are variable ac- cording to drawing and design of springs and it is not possible to ascertain the cost of each spring.

Hence the Company values the finished goods as net realizable cost since past and Income Tax and Excise department also accept this method.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of limit prescribed, in- formation as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is not required to be given.

DIRECTORS RESPONSIBILITY STATEMENT

In the term of the Section 217(2AA) of the Compa- nies, 1956, the Directors of the company state in respect of the year ended 31st March, 2012 that: -

(a) That in preparation of Annual Account, the appli- cable Accounting Standards have been followed along with proper explanation relating to material departure.

(b) That they have 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 of the Company for that year.

(c) That they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provision of the Companies Act, 1956, for safeguarding the Assets of the Com- pany and for preventing and detecting the fraud and other irregularities.

(d) That they have prepared Annual Accounts on going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto-forming part of this Re- port.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Gov- ernance Report together with the Auditors' Certificate on compliance of the conditions of Corporate Governance form part of this Annual Report.

LISTING INFORMATION

The Company's Shares are presently listed at 'U.P Stock Exchange Ltd.', Kanpur, being the Regional Stock Exchange, as well as the 'BSE Ltd.', Mumbai. The delisting certificate from Calcutta Stock Exchange is awaited. The Listing fees to the Stock Exchanges have been paid up to date.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation for the co-operation and support ex- tended by Indian Railways and other departments of Central and State Government, Financial Institutions, Bankers and Business Associates.

Your Directors also wish to place on record their ap- preciation to all the employees for their sincere and dedi- cated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company.

For and on behalf of the Board

Place : Kanpur K. L. BHATIA

Date : 13.08.2012 Chairman and Managing Director


Mar 31, 2010

The directors have pleasure in presenting the Thirteeth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. in Lacs) Particulars 2009-10 2008-09

Turnover 3641.00 3019.73

Profit Before Int., Dep.,& Tax 561.47 233.59

Interest 41.84 35.82

Depreciation 53.67 38.95

Profit/(loss) Before Tax 465.97 158.82

Income Tax :

Current year Tax 125.63 58.16

Fringe Benefit Tax 0.00 2.94

Deferred Tax 42.68 (6.86)

Income Tax for previous year 1.10 3.63

Profit/(Loss) After Tax 296.53 100.94

Profit/(Loss) B/F from P.Y. 337.27 236.32

Profit/(Loss)transferred to Reserves & Surplus 633.79 337.27

OPERATIONS

The operation of the Company during the financial year under review improved with turnover of Rs. 3641.00 Lacs as against Rs. 3019.73 Lacs in preceding year. The net profit during the year was higher at Rs. 465.97 Lacs as against Rs. 158.82 Lacs in the preceding year despite increase in the input cost. The improvement in the turn- over had been mainly on account of improvement in the operational efficiency.

The Performance of the Company during the current financial year has further improved and barring unfore- seen circumstances, your Directors expect your Company to turn even better results during the current year as well.

DIVIDEND

As already reported in the previous years Directors Report, your Company has started the production and execution of order at new unit at Poanta Sahib, Himachal Pradesh. Due to initial stage of production at the new unit, and to conserve resources for general corporate needs of the company and to consolidate the financial position of the company, your Directors consider it prudent not to recommend any dividend for the year. But your Directors are hopeful, far seeing the performance of the company that they would be in a position to recommend dividend in near future.

EXPANSION

(1) As already reported in the previous years Directors Report, your Company has completed all the formali- ties for obtaining approval of Research Design & Stan dard Organization (R.D.S.O.) for manufacturing of Air Suspension Springs and will be getting its approval any time. And your company has also entered into a Technical know-how agreement with M/s Chenguang Rubber Co. Ltd. China to obtain the foreign technol- ogy for manufacturing of Air Suspension Springs for Indian Railways. The product will soon be supplied to Indian Railways on test basis and Company expects to receive further orders in future.

(2) As already reported in the previous years Directors Report, your Company has completed the setting up of fabrication unit for manufacturing of Fabricated Components such as Break Beam & Liners for loco- motive, coaches and wagons and has obtained the approval of R.D.S.O. Lucknow, and will be supplying the same.

(3) Your Company has started manufacturing of con- denser and assembly for supply to BHEL Bhopal.

DIRECTORS

Pursuant to the provisions of the Companies Act, 1956 and Articles of the Association of the Company, Smt. Sushma Bhatia and Sh. Prem Sagar, Directors of the Company retire from the Board by rotation and being eligible they have offered themselves for re-appointment.

AUDITORS

The term of the present auditor of the Company, M/s Sanjay Nandini & Co., Chartered Accountants, Kanpur, expires at the conclusion of this Annual General Meeting and being eligible they have confirmed their willingness to accept office, if re-appointed. The Board recommends their appointment.

PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of limit prescribed, information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 is not required to be given.

DIRECTORS RESPONSIBILITY STATEMENT

In the term of the Section 217(2AA) of the Companies Act, 1956, the Directors of the company state in respect of the year ended 31st March, 2010 : -

(a) That in preparation of Annual Account, the applicable Accounting Standards have been followed along with proper explanation relating to material departure.

(b) That they have 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 of the Company for that year.

(c) That they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provision of the Companies Act, 1956, for safeguarding the Assets of the Company and for preventing and detecting the fraud and other irregularities.

(d) That they have prepared Annual Accounts on going concern basis.

INFORMATION/ EXPLANATION ON ADVERSE RE- MARKS IN AUDITORS REPORT

Explanation to point (1)

Since our customers are Indian Railways and other government department, hence it is not possible to have confirmation of reconciliation statement from them because they follow the practice of acceptance of goods and payment of bills. However our accounts are still reconciled with the books and invoice.

In case of creditors our major creditors are recon- ciled and some are not reconciled because of non-avail- ability of account statement.

Explanation to point (2)

Since in our Company costing system is not followed because costs are variable according to drawing and design and it is not possible to adopt the same. Hence the Company values the finished goods as net realizable cost since past. And Income Tax and Excise department also accept this method.

CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto-forming part of this Report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Man- agement Discussion and Analysis, Corporate Governance Report together with the Auditors Certificate on compli- ance of the conditions of Corporate Governance form part of this Annual Report.

LISTING INFORMATION

The Companys Shares are presently listed at The Uttar Pradesh Stock Exchange Association Ltd., Kanpur, being the Regional Stock Exchange, as well as the Bombay Stock Exchange Ltd., Mumbai. The Equity Shares of the Company have been de-listed from the Delhi Stock Exchange Association Limited, New Delhi, Ahmedabad Stock Exchange; de-listing certificate from Calcutta Stock Exchange is awaited. The Listing fees to the Stock Ex- changes have been paid up to date.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation for the co-operation and support ex- tended by Indian Railways and other departments of Cen- tral and State Government, Financial Institutions, Bank- ers and Business Associates.

Your Directors also wish to place on record their ap- preciation to all the employees for their sincere and dedi- cated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company.

For and on behalf of the Board

Place:Kanpur K. L. BHATIA

Date : 12.08.2010 Chairman and Managing Director

 
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