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Directors Report of Gallantt Ispat Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 10th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2014.

1. WORKING RESULTS (Rs in Lacs)

Financial Results 2014 2013

Income from operation 47,327.85 41,099.81

Other Income 53.63 2,259.41

Profit before Interest, Depreciation and Tax 4,981.91 5,325.00

Less: Finance Cost 1,541.16 2,093.97

Profit before Depreciation & Tax 3,440.75 3,231.03

Less : Depreciation (including amortization) 1,694.07 1,664.35

Less : Exceptional and Extraordinary Items 27.84 27.86

Less : Prior period Expenses – 23.46

Profit Before Tax 1,718.84 1,515.36

Tax Expenses 220.85 342.54

Profit After Tax 1,497.99 1,172.82

2. PERFORMANCE REVIEW

During the year your Company has achieved revenue from operations of Rs. 47327.85 Lacs, Net Profit of Rs. 1497.99 Lacs and Earnings per Share (EPS) of Rs. 5.18 for the Financial Year ended March 31, 2014. This is a reflection of the quality of our assets and growing demand for our products across the region. The increase in turnover for the Financial Year 2013-14 by over 15% to Rs. 47327.85 Lacs from Rs. 41099.81 Lacs in the previous year essentially due to exploring the new market and wide acceptance of product of the Company. This spectacular achievement is the result of goal oriented workings, cost effective production, increase in operational efficiency and better working capital management.

Yours Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.

3. DIVIDEND

The management is pleased to recommend dividend at the rate of Rs. 0.50/- (Fifty Paise only) per Equity Share on 2,92,66,505 Equity Shares of Rs. 10/- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,46,33,252.50 subject to tax.

4. DIRECTORS'' RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that :

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the 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, 2014.

C. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

5. CORPORATE GOVERNANCE

The Company has always strived to maintain applicable standards of good corporate governance and the commitment to good corporate governance is embodied in its vision, mission and corporate values. In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

6. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2014-15. The ISIN No. of the Company is INE528K01011

7. CREDIT RATING

India Ratings and Research, a Fitch Group Company (hereinafter referred to as "India Ratings") has assigned BB- as credit rating. Rating has been upgraded by India Ratings from "B" to "BB-".

8. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year to which the provisions of Section 58A of Companies Act, 1956 and Section 73 of the Companies Act, 2013 are applicable.

9. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

10. AUDITORS & AUDITORS'' REPORT

M/s. Anoop Agarwal & Co., Chartered Accountants, statutory auditors of the Company was reappointed as the Auditors of the Company at the previous Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, Statutory Auditors of the Company shall hold office until the conclusion of the 5 years and the proposal has been placed before the Members. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

11. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

In pursuit of continual improvement towards energy conservation and compliance with environmental regulations, efforts have been taken to utilise the energy most efficiently and to nurture and preserve the environment. The particulars as prescribed under sub- section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

12. AMALGAMATION OF GALLANTT UDYOG LIMITED WITH THE COMPANY

Board of Directors has, at its meeting held on 12th August, 2013, approved the Scheme of Amalgamation of Gallantt Udyog Limited with the Company. Consequent upon the introduction of new Companies Act, 2013 Board of Directors had reviewed and re-approved the said Scheme of amalgamation on November 25, 2013. Company has complied with the formalities under Clause 24f of the Listing Agreement and filed the required documents along with the said Scheme with the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Securities and Exchange Board of India (SEBI). Securities and Exchange Board of India (SEBI) has, vide its letter bearing no. CFD/ DIL/HB/MT/14086/2014 dated May 16, 2014, issued its letter of observation/comment to the Company. Bombay Stock Exchange Limited vide its letter bearing no. DCS/ AMAL/BS/24(f)/050/2014-15 dated May 20, 2014 and National Stock Exchange of India Limited vide its letter bearing no. Ref: NSE/LIST/239345-W dated May 21, 2014 have also granted their No Objection to the said amalgamation.

As per the Scheme of Amalgamation as approved by the Board of Directors of both the Companies and sanctioned and cleared by the Stock Exchanges and SEBI, shareholders of Transferor Company will get 5 Equity Shares in the Company for every 6 Equity Shares held in the Transferor Company (in the ratio of 5:6).

13. COST AUDIT

The Company has submitted the Cost Audit Report and Cost Compliance Report for the year 2012-13 duly certified by a Cost Accountant to the Central Government within the due date. M/s. U. Tiwari & Associates, Cost Accountants were appointed with the approval of the Central Government to carry out the cost audit in respect of the Company for the financial year 2013-14 Based on the recommendation of the Audit Committee, M/s. U. Tiwari & Associates, Cost Accountants being eligible have also been appointed by the Board as the Cost Auditors for the financial year 2014-15.

14. CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013, as introduced, vide Section 135, provides for specific provision for spending on Corporate Social Responsibility. It stipulates expenditure of 2% of the average profit of past three years on CSR activities. The Act further requires the Board Report to give a note on such activities and in the event of shortfall from the specified quantum, the reasons for the same to be explained therein. The Company is committed to the fulfillment of its social responsibility to society in general and those living in the vicinity of its facilities in particular. It regards this as a thrust activity area.

Board of Directors, in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, has constituted Corporate Social Responsibility Committee (CSR Committee). It consists of the following Directors :

Name Designation

Mr. Jyotirindra Nath Dey, Chairman

Mr. Prem Prakash Agrawal Member

Mr. Chandra Prakash Agrawal Member

Terms of Reference :

- Recommend to the Board, a Corporate Social Responsibility Policy of the Company, including the activities to be undertaken by the Company in conformity with Schedule VII of the Companies Act, 2013 and the Rules thereof.

- Recommend the amount of expenditure to be incurred on CSR activities on an annual basis, and

- Monitor the CSR policy of the Company from time to time.

15. FINANCE AND ACCOUNTS

The Company has gone through a challenging year which has showed volatility in raw material prices. Even though the core raw material price has declined from its peak level other input costs like labour and other raw materials continued its increasing trend and has affected the profitability. To face this challenge we strive to save cost in all areas of production to offer better competitive price. Our continuous improvement in production process, cutting edge technology, good customer care, strategic marketing planning and better utilization of resources also helped the Company to achieve our growth in profitability.

Company has repaid in full Term Loan amount availed from State Bank of Mysore and State Bank of Patiala. Also, Term Loan availed from State Bank of India is being repaid on time. Consequently, the interest cost has decreased significantly which in turn fetched a remarkable profit. The ratios of Debt/Equity and the Interest covers are healthy. The accounts have been prepared as per the revised Schedule VI of the Companies Act, 1956. The internal accruals are being utilized for in the business for meeting working capital requirements and in funding other capital expenditure.

16. INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

17. PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. Your Company took various initiatives for human resource development and has maintained healthy and harmonious industrial relations at all locations. Your Company organized various In-house training programs to equip our human assets. This active process of learning made the employees competent and motivated. Our employees form the backbone, a solid foundation, of our organization. With this solid foundation of employees Company is now looking for a global reach. Industrial relations have remained harmonious throughout the year.

18. AWARD AND RECOGNITIONS

During the Year and the previous year, Company we have received following awards and reconciliation :

1. Uttar Pradesh "Udyami Samman – 2011" has been awarded by Zee Media House which was presented by Shriprakash Jaiswal, Hon''ble Coal Minister, Central Government.

2 Awarded "Best Performing Company -2013 in Uttar Pradesh" by Sahara Samay Media House presented by Shri Akhilesh Yadav, Hon''ble Chief Minister of U.P.

3. Group has been listed on India''s Super Rich List at 309th position in 2013 by the Business World Magazine.

19. BOARD OF DIRECTORS AND SENIOR EXECUTIVE

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Jyotirindra Nath Dey, Mr. Rajesh Kumar Jain and Mr. Piyush Kankrania as Independent Directors of your Company up to 5 (five) consecutive years up to 31st March, 2019 not liable to retire by rotation.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Sangeeta Upadhyay has been appointed as Independent Woman Director. She can hold office for a term of upto five consecutive years on the Board of Directors of your Company and are not liable to retire by rotation.

Appropriate resolutions for the appointment/ re- appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice and Corporate Governance Report. Your Directors recom- mend their appointment/reappointment as Directors of your Company.

The Board of Directors comprises of Eight Directors of which four are Independent Directors. In terms Section 152 of the Companies Act, 2013, Mr. Nitin M Kandoi, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re-election.

Appointment of Mr. Nitin M Kandoi as a Whole-time Director terminates on 9th October, 2014. Pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and all other applicable provisions, Board of Directors of the Company at its meeting held on July 10, 2014 reappointed Mr. Nitin M Kandoi as Whole-time Director of the Company designated as Director (Plant Operation) effective from 9th October, 2014. Above appointments are subject to the approval of the shareholders of the Company.

Mr. Santosh Kumar Agrawal, Brother of Mr. Chandra Prakash Agarwal and Mr. Prem Prakash Agarwal (both the Directors), has been appointed as an Additional Director and pursuant to the provisions of Sections 2(94), 196, 197, 198 and 203 of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and all other applicable provisions, Board of Directors of the Company, at the same meeting, appointed him as a Whole-time Director for a period of five years effective from July 10, 2014 designated as Director (Sales and Marketing). Above appointments are subject to the approval of the shareholders of the Company.

Mrs. Madhu Agrawal has been appointed as a Senior Executive (Office Administration-Works) by the Board of Directors of the Company. Mrs. Madhu Agrawal possesses vast experience in the administration and liosioning particularly in day to day management of activities within and outside the organization. She was associated with Gallantt Udyog Limited as a Whole-time Director. Her association with the Company may prove an asset for the Company.

20. UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2014 :

Nature of Money Relevant Bank Account Details Amount lying Financial Year (In Rs)

Share 2010-11 HDFC Bank Account 71,900.00 Application Money No. 00142300001609

Final Dividend 2010-11 HDFC Bank Account 9,929.00 for 2011 No. 00142300001876

Final Dividend 2011-12 HDFC Bank Account 5,419.00 for 2012 No. 00142300002332

Final Dividend 2012-13 IDBI Bank Account 7,307.00 No. 00142300002332

Unpaid dividend amounts and share application money are not available for use by the Company. There is no amount due and outstanding to be credited to Investors'' Education and Protection Fund as on 31.03.2014.

21. INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year.

22. RECONSTITUTION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

Board of Directors of the Company, in accordance with Section 177 and 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing Agreement, has reconstituted and widened the various Committees of the Board.

Accordingly, the Company has renamed its existing Remuneration Committee as Nomination and Remuneration Committee and have delegated to it powers as required under section 178 of the Act. The existing Shareholders and Investor Grievance Committee has been renamed as "Stakeholders Relationship Committee".

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013.

The Company has also constituted a Corporate Social Responsibility Committee as required under Section 135 of the Companies Act, 2013.

23. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

On behalf of the Board

Place: Kolkata C. P. Agrawal Date: July 10, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the 9th Annual Report of the Company and the Annual Accounts for the year ended 31st March'' 2013.

1. WORKING RESULTS

(Rs.in Lacs)

Financial Results 2013 2012

Income from Operation 41''099.81 26''796.11

Other Income 2''259.41 1''798.74

Profit before Interest'' Depreciation and Tax 5''325.00 4''093.06

Less: Finance Cost 2''093.97 1''732.99

Profit before Depreciation & Tax 3''231.03 2''360.07

Less: Depreciation (including amortization) 1''664.35 1''373.93

Less: Exceptional and Extraordinary Items 27.86 27.86

Less: Prior Period Expenses 23.46 12.55

Profit Before Tax 1''515.36 945.73

Tax Expenses 342.54 356.80

Profit After Tax 1''172.82 588.93



2. PERFORMANCE REVIEW

During the year your Company has achieved revenue from operations of Rs. 41099.81 Lacs'' Net Profit of Rs. 1172.82 Lacsand Earnings per Share (EPS) ofRs. 4.38 for the Financial Year ended March 31'' 2013. This is a reflection of the quality of our assets and growing demand for our products across the region. The increase in turnover for the Financial Year 2012-13 by over 53% to Rs. 41099.81 Lacs from Rs. 26796.11 Lacs in the previous year essentially due to exploring the new market and wide acceptance of product of the Company.

Yours Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.

3. DIVIDEND

The management is pleased to recommend final dividend at the rate of Rs. 0.50/- (Fifty Paise) per Equity Share on 2''92''66''505 Equity Shares ofRs. 10/- each i.e. 5% on each Equity Share of the company'' total outgo on account of dividend shall be Rs. 1''46''33''252.50 subject to tax. Your

Company has allotted 25''00''000 Equity Shares pursuant to conversion of 25''00''000 Zero Coupon Fully Convertible Unsecured Debentures (the FCDs). As per the terms of the issue'' new shares so allotted rank pari passu with the existing equity shares in the Company.

4. DIRECTORS'' RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act'' 1956'' as amended by the Companies (Amendment) Act'' 2000 your Directors state that:

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the 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'' 2013.

C. That proper and sufficient care has been taken for 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. That the Annual Accounts have been prepared on a going concern basis.

5. ALLOTMENT OF 25''00''000 EQUITY SHARES PURSUANT TO CONVERSION OF ZERO COUPON FULLY CONVERTIBLE UNSECURED DEBENTURES

Board of Directors of the Company at its meeting held on 25th day of May'' 2013'' inter alia'' has converted 25''00''000 Zero Coupon Fully Convertible Unsecured Debentures (hereinafter referred to as the "FCDs") into 25''00''000 Equity Shares of Rs. 10/- each fully paid up in compliance with Section 81(1A) of the Companies Act'' 1956'' SEBI (ICDR) Regulations'' 2009 and all other applicable laws and regulations. After conversion of FCDs into Equity Shares'' paid up share capital of the Company stood at Rs. 29''26''65''050/- divided into 2''92''66''505 equity shares of Rs. 10 each. New Shares so allotted rank pari passu with the existing equity shares in the Company. Equity Shares allotted have been listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

6. 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. The Company has always strived to maintain applicable standards of good corporate governance and the commitment to good corporate governance is embodied in its vision'' mission and corporate values. The report on corporate governance as stipulated under Clause 49 of the listing agreements forms part of this report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the said clause is attached to this report. Further'' as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

7. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with BSE Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2013-14. The ISIN No. of the Company is INE528K01011

8. CREDIT RATING

India Ratings & Research'' a Fitch Group Company has reviewed the credit rating and upgraded it from "D" to "B".

9. FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act'' 1956 and rules made thereunder.

10. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217 (2A) of the Companies Act'' 1956 read with Companies (Particulars of Employees) Rules'' 1975'' as amended.

11. AUDITORS & AUDITORS''REPORT

M/s. Anoop Agarwal & Co.'' Chartered Accountants'' statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment'' if made'' would be within the limits laid down under Section 224 (IB) of the Companies Act'' 1956.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore'' do not call for any further explanation.

12. PARTICULARS RELATING TO CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act'' read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules'' 1988'' is annexed hereto and form part of the report.

13. LICENSE AGREEMENT

Company has entered into a License Agreement dated 30th March'' 2013 with Gallantt Udyog Limited (Licensor) and pursuant to the agreement'' the Company has been granted leave and license by the Licensor to occupy'' use'' run and operate the Flour Mill unit of the Licensor located at 60 KM Stone'' Gorakhpur-Lucknow Highway'' Sabdaiyan Kalan'' Basti District of Uttar Pradesh with a factory and other utilities along with building structures commonly known as Basti Flour Mill of Gallantt Udyog Limited established in the year 2002 having present production capacity at 72''000 M.T. per annum. Terms and conditions and particulars have been clearly embodied in the said agreement. Company has complied with the requisite formalities for the above license agreement.

14. A PROPOSAL OF AMALGAMATION OF GALLANTT UDYOG LIMITED WITH THE COMPANY

At their meeting held on 30th March'' 2013 Board of Directors of the Company has proposed to amalgamate of Gallantt Udyog Limited with the Company with effect from Transfer Date 01.04.2013 whereby the identity of both Companies would be blended into one single company. Further'' the Board of Directors of the Company at its meeting held on August 12'' 2013 approved the amalgamation of Gallantt Udyog Limited with the Company pursuant to the Scheme under Sections 391-394 of the Companies Act'' 1956 with effect from April 01'' 2013. Gallantt Udyog Limited is forming part of the Promoter Group of the Company having diversified business formats like Agro Segments'' Real Estate'' Steel etc. The Company is in process to file the application with the Hon''ble High Court of Kolkata for its approval. However'' the Scheme is subject to further review.

15. INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT'' 1956

Office ofthe Regional Director'' East'' Ministry of Corporate Affairs (hereinafter referred to as "RD Office" had initiated inspection of Books of Accounts and other statutory records of the Company pursuant to the provisions of Section 209A of the Companies Act'' 1956. Contravention of few provisions of Companies Act'' 1956 have been revealed in the inspection report of the Officer of the RD Office. Company has taken on record the Contraventions so revealed and made good the contraventions in its recrods. Company has compounded the offences under Section 621A of the Companies Act'' 1956 and few Contraventions are under process of compounding.

16. COST AUDIT

The Board of Directors'' in pursuance of an order under section 233B(2) of the Companies Act'' 1956'' appointed M/s. Upendra Tiwari & Associates'' Cost Accountants'' as cost auditors of the Company to carry out the audit of the cost accounts of the Company for the financial year 2012-2013.

17. FINANCE AND ACCOUNTS

The significant rise in raw material cost and other input cost had an adverse effect on the profitability and cash flow. Consequently'' the interest cost has increased with higher bank borrowings. However'' the ratios of Debt/Equity and the Interest covers are expected to be healthy. The accounts have been prepared as per the revised Schedule VI of the Companies Act'' 1956. The internal accruals are being utilized for in the business for meeting working capital requirements and in funding other capital expenditure.

18. PERSONNEL'' INDUSTRIAL RELATIONS AND MARKETING

There were no work disruptions at the factory or at any other establishments of the Company during the year. Several in-house programme and courses on field management'' motivation'' finance & ERP System etc. were organized. Our employees form the backbone of our organization. People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. A remuneration policy'' which rewards achievement and is in line with the best industry practices'' is consistently followed. Industrial relations have remained harmonious throughout the year.

19. BOARD OF DIRECTORS

The Board of Directors comprises of Six Directors of which three are Independent Directors. Mr. Rajesh Kumar Jain'' Director of your Company'' retires from the Board by rotation and eligible for re-election.

Appointment of Mr. Chandra Prakash Agarwal as a Managing Director and Mr. Prem Prakash Agarwal as Whole-time Director terminates on 31st March'' 2014. Pursuant to the provisions of Sections 198'' 269'' 309'' 310 and 311 read with Schedule XIII of the Companies Act'' 1956 and all other applicable provisions'' Board of Directors of the Company at its meeting held on August 12'' 2013 reappointed Mr. Chandra Prakash Agarwal and Mr. Prem Prakash Agarwal as Managing Director and Whole-time Director of the Company respectively effective from 1st April'' 2014. Above appointments are subject to the approval of the shareholders of the Company through Special Resolution.

20. GOVERNMENT INCENTIVES AND SUBSIDIES

The State Government of Uttar Pradesh had granted facilities to industries being set up in Uttar Pradesh having investment of above Rs. 100.00 Crores. The incentives were originally granted vide G.O. Numbers 1502/77-6-2006-10 Tax/04 dated June 1'' 2006 which have been elaborated in G.O. Numbers 2941/77-6-2006-10TaxM dated November 30'' 2006'' and further amended from time to time.

Your Company having satisfied and fulfilled the eligibility criteria for getting benefits under the above Scheme and having declared as eligible unit under scheme'' a subsidy of Rs. 24.28 Crores have been disbursed by the Government of Uttar Pradesh as a part disbursement of the subsidies. Further'' that Company has claimed further subsidy to the State Government of Uttar Pradesh pursuant to the investment made in the fixed capital.

Vide their G.O. bearing no. 1674/77-6-ll-10/(Tax) 04 T.C'' 12 dated November 18'' 2011'' State Government of Uttar Pradesh has refused to consider pending applications of the existing Scheme of Subsidies and Incentives given to the Industries having a Fixed Capital Investment of above Rs. 100 Crores as discussed hereinabove.

Being the unconstitutional decision and injustice on the part of the State Government of Uttar Pradesh'' and for getting equal protection of law of land'' your Company has preferred a Writ petition bearing no. 12710/2011 / Misc. Bench dated 17.12.2011 at H''ble High Court of Allahabad'' Lucknow Bench'' Uttar Pradesh.

21. UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

Following amount of Unpaid Share Application Money and Unpaid Dividend has not been claimed and paid till 31.03.2013 :

Nature of Money Rielevant Bank Account Details Amount lying Financial Year (InRs.)

Share Application 2010-11 HDFC Bank Account No. 71''900.00 Money 00142300001609

Final Dividend for 2010-11 HDFC Bank Account No. 9''929.00 2011 00142300001876

Final Dividend for 2011-12 HDFC Bank Account No. 10036.50 2012 00142300002332

Unpaid dividend amounts and share application money are not available for use by the Company. There is no amount due and outstanding to be credited to Investors'' Education and Protection Fund as on 31.03.2013.

22. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for the assistance and co-operation received from Banks'' Government Authorities'' valuable customers'' vendors

and the members of the Company for their continued support and also extend their appreciation to the Employees of the Company at all levels'' for their unstinted commitment'' dedication and team work.

For and on behalf of the Board

Place : Kolkata C. P. Agarwal

Date: August 12'' 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 8th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2012.

1. WORKING RESULTS (Rs. in Lacs)

Income from operation 26796.11 22,727.69

Other Income 1798.74 2059.68

Profit before Finance Cost, Depreciation and Tax 4065.21 2003.56

Less: Finance Cost 1732.99 625.02

Profit before Depreciation & Tax 2332.22 1378.54

Less: Depreciation (including amortization) 1373.93 553.55

Profit Before Tax 958.29 824.99

Prior Period Expenses 12.55 - Provision for Tax:

- Current 191.73 164.42

- Less - MAT Credit (191.73) (164.42)

- Deferred 356.80 508.88

Profit After Tax 588.94 316.11

Dividend (including Dividend Tax) 155.54 156.06

Balance carried to Balance Sheet 433.40 160.05

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of 26796.11 Lacs. The operating profit stood at Rs. 4065.21 Lacs. The Profit before Tax and Profit after Tax remains Rs. 958.29 Lacs and Rs. 588.94 Lacs respectively. The Basic Earnings and Diluted Earnings per share were at Rs. 2.20 and Rs. 2.13 respectively for Financial Year 2011-12. Yours Directors are pleased to report a good performance of the Company in terms of both financial and operational performance.

3. DIVIDEND

The management is pleased to recommend final dividend at the rate of Re. 0.50/- (Fifty Paise) per Equity Share on 2,67,66,505 Equity Shares of Rs. 10 /- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,33,83,252.50 subject to tax.

4. DIRECTORS' RESPOSIBILITYSTATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that:

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the 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.

C. That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

D. That the Annual Accounts have been prepared on a going concern basis.

5. ISSUE OF 25,00,000 ZERO COUPON FULLY CONVERTIBLE UNSECURED DEBENTURES

During the year under report your Company concluded a Preferential Allotment of 25,00,000 Zero Coupon Fully Convertible Unsecured Debentures (the "FCDs") of Rs. 10/- each for cash at a price of Rs. 160/- per Equity Share including a Premium of Rs. 150/- each) aggregating to Rs. 40.00 Crores. Company has obtained In-principle Listing Approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited. As per the terms of the issue, FCDs shall be compulsorily converted into 25,00,000 Equity Shares of Rs. 10/- each within a period of eighteen months from the date of allotment of FCDs. Members of the Company at their meeting held on 5th November, 2011 has approved the issue and allotment of the FCDs. Price at which FCDs have been issued and other terms and conditions is determined as per Section 81(1A) of the Companies Act, 1956 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

To give effect to the conversion of FCDs into Equity Shares and to meet future requirements, the Authorized Share Capital of the Company has been increased from Rs. 28.00 Crores to Rs. 30.00 Crores only.

6. UTILISATION OF FCDs PROCEEDS

Company has procured Rs. 40,00,00,000/- (Rupees Forty Crore only). As per the terms and object of the Issue entire funds have been utilized in meeting working capital requirements of the Company and other Corporate purposes including repayment of Unsecured Loan taken by the Company.

Total Issue size of the FCDs was of Rs. 40,00,00,000/- (Rupees Forty Crore only) which was as per the terms of the Issue of FCDs was utilized in the following manner:

Head of Issue proceeds utilized Amount Utilised (Amount in Rs.)

Meeting Working Capital

Requirements 37,00,00,000/-

Other Corporate Purposes including Repayment of

Unsecured Loan taken. 3,00,00,000/-

7. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and accordingly a Report on Corporate Governance together with Auditors' Certificate on Corporate Governance is appended to the Annual Report. Your Company is committed to achieving the highest standards of Corporate Governance and has complied with the requirements of Clause 49 of the Listing Agreement. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

8. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2012-13. The ISIN No. of the Company is INE528K01011

9. CREDIT RATING

Company has appointed Fitch Ratings India Private Limited (hereinafter referred to as "Fitch") as Credit Rating agency. Fitch has assigned rating 'D' for Financial Assistance from Lenders. However, the management of the Company has not accepted the ratings so assigned and prefer the same for review by the Committee of Fitch.

10. FIXEDDEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

11. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

12. AUDITORS & AUDITORS' REPORT

M/s. Anoop Agarwal & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment, if made, would be within the limits laid down under Section 224 (1B) of the Companies Act, 1956. The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

13. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

14. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to the fulfillment of its social responsibility to society in general and those living in the vicinity of its facilities in particular. It regards this as a thrust activity area.

15. PERSONNEL, INDUSTRIAL RELATIONSAND MARKETING Our employees form the backbone of our organization. A remuneration policy, which rewards achievement and is in line with the best industry practices, is consistently followed. Training to improve on the job skills is an integral part of our human resource policy and is practiced across all functions within the organization. Industrial relations have remained harmonious throughout the year.

Your Company relies on its sales teams to deliver revenue growth, and entrust to them their most valuable assets - customers. In turn, your Company's sales teams brought a remarkable growth in the sales volume and profit margin irrespective of cut throat competition.

16. BOARDOFDIRECTORS

The Board of Directors comprises of Six Directors of which Three are Independent Directors. Mr. Jyotirindra Nath Dey, Director of your Company, retires from the Board by rotation and eligible for re-election.

With effect from February 14, 2012 Mr. Virendra Kumar Keshari, Director of the Company has tendered resignation from the Directorship of the Company. At the Board Meeting held on 29th March, 2012 Mr. Piyush Kankrania was appointed as an Additional Director of the Company. The Committees of the Board of Directors of the Company was reconstituted as Mr. Virendra Kumar Keshari resigned from the Board of Directors of the Company. Mr. Piyush Kankrania was introduced in the various Committees of the Board. Mr. Piyush Kankrania has been appointed as the Chairman of the Audit Committee and is member in Remuneration Committee and Share Transfer and Shareholders'/Investors' Grievance Committee of the Board of Directors.

17. STATUS OF THE PROJECTS

Captive Power Plant and Structural Mill Unit (forming part of Re-rolled products unit) started commercial operation from July 25, 2011 and April 12, 2012 respectively. Other Units of the project are already operational.

18. REDETERMINATION INTHE PRODUCTION CAPACITY Production capacity of various units of the Company has

been re-determined as under.

i. Steel Melt Shop (Re-Rolled products): 1,18,800 MTPA

ii. Rolling Mill (M.S.Billets) : 1,18,800 MTPA

iii. Flour Mill : 1,18,800 MTPA

iv. Sponge Iron (DRI) : 99,000 MTPA

v. Captive Power Plant (CPP): 18 MW

19. GOVERNMENT INCENTIVES AND SUBSIDIES

The State Government of Uttar Pradesh had granted facilities to industries being set up in Uttar Pradesh having investment of above Rs. 100.00 Crores. The incentives were originally granted vide G.O. Numbers 1502/77-6- 2006-10 Tax/04 dated June 1, 2006 which have been elaborated in G.O. Numbers 2941/77-6-2006-10 Tax/04 dated November 30, 2006, and further amended from time to time.

Your Company having satisfied and fulfilled the eligibility criteria for getting benefits under the above Scheme and having declared as eligible unit under scheme, a subsidy of Rs. 24.28 Crores have been disbursed by the Government of Uttar Pradesh as a part disbursement of the subsidies. Further, that Company has claimed further subsidy to the State Government of Uttar Pradesh pursuant to the investment made in the fixed capital.

Vide their G.O. bearing no. 1674/77-6-11-10/(Tax) 04 T.C.- 12 dated November 18, 2011, State Government of Uttar Pradesh has abolished the existing Scheme of Subsidies and Incentives given to the Industries having a Fixed Capital Investment of above Rs. 100 Crores as discussed hereinabove.

Being the unconstitutional decision and injustice on the part of the State Government of Uttar Pradesh, and for getting equal protection of law of land, your Company has preferred a Writ petition bearing no. 12710/2011 / Misc. Bench dated 17.12.2011 at Honorable High Court of Allahabad, Luck now Bench, Uttar Pradesh.

20. SHARE CAPITAL

Authorized Share Capital of the Company has been increased from Rs. 28.00 Crores to Rs. 30.00 Crores. At the end of the 2011-12, your Company's Paid-up Equity Share Capital remained at Rs. 26,76,65,050/- (comprising of 2,67,66,505 Equity Shares of Rs. 10/- each).

20. PROMISE VIS-A-VIS PERFORMANCE

Si Project Unit Expected Date of Actual Date of Reason for delay,

1 . Setting up of Flour Mill March, 2009 March, 2009 N.A.

2 . Setting up of Mild Steel Billets May, 2009 May, 2009 N.A.

3. Setting up of Re-Rolled Products May, 2009 May, 2009 N.A.

4. Setting up of Structural Mill Unit March,2011 April, 2012 Delay is due to technical reason.

5. Setting up of Sponge Iron September,2010 October,2010 Commercial Operation manufac turing unit started from

3rd October, 2010.

6. Setting up of Captive Power Plant March, 2011 July, 2011 Delay in availability and supply ofthe parts and machineries for the Captive Power Plant.

22. ACKNOWLEDGEMENT

Your Directors would like to record its appreciation for the co-operation and support received from its employees, shareholders, Government agencies and all stakeholders.

On behalf of the Board

Place : Kolkata C.P. Agarwal

Date : August 13, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 7th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2011.

1. WORKING RESULTS

(Rs. in Lacs)

Financial Results 2011 2010

Income from operation 22,727.69 12245.61

Other Income 2059.68 301.50

Profit before Interest, Depreciation and Tax 1993.97 591.39

Less: Interest 615.43 200.84

Profit before Depreciation & Tax 1378.54 390.55

Less: Depreciation (including amortization) 553.55 383.36

Profit Before Tax 824.99 7.19

Provision for Tax:

- Current 164.42 1.11

- Deferred 344.46 455.56

Earlier Year - 0.09

Profit After Tax 316.11 (449.57)

Dividend (including Dividend Tax) 156.06 -

Balance carried to Balance Sheet 160.05 -

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of 22,727.69 Lacs. The Profit before Tax and Profit after Tax remains Rs. 824.99 Lacs and Rs. 316.11 Lacs respectively. During the current financial year, your Company took various strategic initiatives to improve its volumes and profitability, which helped the Company to post an impressive performance for the year. Yours Directors are pleased to report an excellent performance of the Company in terms of both financial and operational performance.

3. DIVIDEND

The management is pleased to recommend final dividend at the rate of Re. .50/- (Fifty Paise) per Equity Share on 2,67,66,505 Equity Shares of Rs. 10 /- each i.e. 5% on each Equity Share of the company, total outgo on account of dividend shall be Rs. 1,33,83,252.50 subject to tax. Irrespective of under installation condition and non- completion of the total integration of the project during the fiscal 2011, your Company generated and earned a handsome amount of profit after tax. Gallantt Ispat believes that profitability must go hand in hand with a sense of responsibility towards all shareowners and other stakeholders. Hence, as a measure of rewarding shareowners and providing a current return on their investment, your Board of Directors recommended a dividend @ 5% on Equity Shares. 4. DIRECTORS' RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 your Directors state that:

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the 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, 2011.

C. That proper and sufficient care has been taken for 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. That the Annual Accounts have been prepared on a going concern basis.

5. INITIAL PUBLIC OFFERING OF EQUITY SHARES

During the year under report your Company concluded an Initial Public Offerings ("Issue") of 81,00,208 Equity Shares of Rs. 10/- each for cash at a price of Rs. 50/- per Equity Share including a Share Premium of Rs. 40/- per Equity Share aggregating to Rs. 40,50,10,400/- comprising of 14,00,000 Equity Shares of Promoter Contribution and net offer to the public was 67,00,208 Equity Shares. Issue opened on September 22, 2010 and closed on September 24, 2010. The Issue has received 4255 applications for 97,57,000 Equity Shares resulting in 1.44 times subscription (before technical rejections). Basis of Allotment was approved by the Bombay Stock Exchange Limited (Designated Stock Exchange) and shares were allotted on October 05,2010 to the successful investors. On complying with the formalities of Stock Exchanges, Depositories, SEBI and other authorities and bodies, Equity Shares of the Company got listed with both the Stock Exchanges viz. Bombay Stock Exchange Limited and National Stock Exchange of India Limited and started trading from October 11,2010.

6. UTILISATION OF IPO PROCEEDS

Under the IPO, Company has allotted 81,00,208 Equity Shares and procured Rs. 40,50,10,400/- (Rupees Forty Crore Fifty Lac Ten Thousand and Four Hundred only). As per the terms and object of the Issue entire funds have been utilized in the project of the Company including utilization of Rs. 33,50,10,400/-(Rupees Thirty Three Crore Fifty Lac Ten Thousand and Four Hundred only) for repayment of the unsecured loan taken for the project of the Company.

7. CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and accordingly a Report on Corporate Governance together with Auditors' Certificate on Corporate Governance is appended to the Annual Report. Your Company is committed to achieving the highest standards of Corporate Governance and has complied with the requirements of Clause 49 of the Listing Agreement. Further, as required under Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is appended to the Annual Report.

8. LISTING INFORMATION

The Equity Shares in the Company are in dematerialized form and is listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fee has been paid to the Stock Exchanges for the year 2011-12. The ISIN No. of the Company is INE528K01011

9. CREDIT RATING

Company has appointed Fitch Ratings India Private Limited (hereinafter referred to as "Fitch") as Credit Rating agency. Fitch has assigned rating 'B (ind)' for Long Term Loan of Rs. 124 Crores (Rupees One Hundred Twenty Four Crore only) and 'F4(ind)' for Non-Fund Based Limits of Rs. 2 Crores (Rupees Two Crores).

10. FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

11. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

12. AUDITORS & AUDITORS'REPORT

M/s. Anoop Agarwal & Co., Chartered Accountants, statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment, if made, would be within the limits laid down under Section 224 (IB) of the Companies Act, 1956.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

13. PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under sub-section 1(e) of Section 217 of the Act, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of the report.

14. PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

Accelerating sales force performance is a key priority for Companies. Company is in continuous process of discussing the methods for developing a go-to-market strategy and designing sales forces. Your Company relies on its sales teams to deliver revenue growth, and entrust to them their most valuable assets - customers. In turn, your Company's sales teams brought a remarkable growth in the sales volume and profit margin irrespective of cut throat competition. The industrial relations continued to be cordial.

15. BOARD OF DIRECTORS

The Board of Directors comprises of Six Directors of which three are Independent Directors. Mr. Prem Prakash Agarwal, Director of your Company, retires from the Board by rotation and eligible for re-election.

During the year no changes took place on the Board of Directors of the Company. During the year the Board of Directors met fourteen times.

16. GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP)

Persons constituting "group" as defined under the MRTP for the purpose of Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time, include, those given in Annexure 'A which is attached herewith and forms part of this Annual Report.

17. COMMENCEMENT OF PROJECT

The status of progress made on various projects of the Company was as under:

Flour Mill Unit:

It started commercial production of Flour for domestic consumption in March, 2009 with capacity of 1,08,000 MTPA. Your Company proposes to expand its capacities by another 72,000 MTPA taking the total capacity to 1,80,000 MTPA.

Iron & Steel Unit:

Your Company have different steel divisions like Mild Steel Billets (Steel Melt Shop) with a capacity of 1,62,380 MTPA, and Re-rolled Products (TMT) with a capacity of 1,67,400 MTPA and Sponge Iron Plant with a capacity of 99,000 MTPA.

Steel Melt Shop Unit and TMT Unit started commercial operation from May, 2009 whereas Sponge Iron Unit started operation from October, 2010.

Captive Power Plant Unit:

Considering the power requirements of our existing manufacturing facilities, our Company has set up 18 MW Captive Power Plant to meet its present requirements of power. Captive Power Plant started commercial operation from July 25, 2011.

18. GOVERNMENT INCENTIVES AND SUBSIDIES

The State Government of Uttar Pradesh had granted facilities to industries being set up in Uttar Pradesh having investment of above Rs. 100.00 Crores. The incentives were originally granted vide G.O. Numbers 1502/77-6- 2006-10 Tax/04 dated June 1, 2006 which have been elaborated in G.O. Numbers 2941/77-6-2006-10 Tax/04 dated November 30, 2006, and further amended from time to time. Incentives and Subsidies at a glance:

- 20% subsidy of fixed capital investment.

- Reimbursement of the actual amount incurred on the development of infrastructure facilities like Land, Road, Power, Water etc. (maximum 10% of fixed capital investment)

- 5% additional subsidy of fixed capital investment being first unit under this scheme.

- Transport subsidy for 15 years equivalent to freight paid on import from outside the state on Raw materials i.e. Iron Ore.

- Interest free loan equivalent to Sales Taxes/Commercial Taxes (UPVAT) Amount for a period of 15 years, repayable after 15 years.

- Land on actual cost and concessional rates of registration.

- Entry tax exemption on plant and machinery, spare parts and capital goods.

- Exemption of Mandi Tax - 2% on Wheat purchase. Company has received subsidy to the tune of Rs. 24.28 Crores from the State Government of Uttar Pradesh till March 31, 2011.

19. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for cooperation and assistance received from Government of India, State Government of Uttar Pradesh, Government of West Bengal, and the shareholders, customers, suppliers, Bankers, the Central Government and the State Government agencies during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.

On behalf of the Board

C.P.Agarwal

Chairman

Place :Kolkata

Date: August 02, 2011


Mar 31, 2009

The Directors have pleasure in presenting the 5th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2009.

1 WORKING RESULTS

(Amount in Rupees]

Financial Results 2009

Income from operation 3,10,56,544.00

Other Income 2,37,262.00

Increase in Stock 11,57,771.00

Profit before Depreciation and Tax 30,32,561.95

Less: Depreciation 6,35,203.00

Profit Before Tax 23,97,358.95

Provision for Tax:

- Income Tax 2,46,191.00

- Deferred 31,87,668.00

- Fringe Benefit tax 2,16384.00

Expenses related to earlier year 7,161.00

Profit After Tax (12,60,045.05)

2. OPERATIONS AND PERFORMANCE

During the year under Report your Company has successfully commenced commercial production. Company has accomplished an overall good progress with comprehensive advancement on all implementation fronts surpassing several significant milestones. The engineering, procurement and contracting activities are being completed. Within a short span of operation Company has reported a Turnover of Rs. 3.11 Crores and Profit Before Tax of Rs. 23.97 Lacs which is really remarkable.

3. DIVIDEND

Since, the Company has not commenced revenue operations your Board of Directors could not recommend the dividend.

4. DIRECTORS RESPOSIBILITY STATEMENT

In compliance with Section 217(2AA] of the Companies Act, 1956, as amended by the Companies [Amendment] Act, 2000 your Directors state that:

GALLANTT ISPAT LIMITED

OFFICE : BARGADWA, VIKASNAGAR, GORAKHPUR - 273007 (U.P.) Tel.: 05513293196, 05513293181, Fax : 05512261154

REGD. OFFICE: "ASHYANA", 29C, Bentinck Street, Kolkata 700 069 elefax : 033-2231 2429, e-mail: gil@gallantt.com, Website: www.gallantt.com

A. The Applicable Accounting Standards have been followed in the preparation of Annual Accounts.

B. That the accounting policies have been selected and applied consistently and the 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, 2009.

C. That proper and sufficient care has been taken for 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. That the Annual Accounts have been prepared on a going concern basis.

5. FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58Aof the Companies Act, 1956 and rules made thereunder.

6. DIRECTORS

Mr. Chandra Prakash Agarwal, Director of the Company [longest in the office) is determined to be a Director to retire by rotation and is being eligible offers himself for reappointment.

7. MERGER OF COMPANIES

During the year under report pursuant to the scheme of arrangement approved by the Honble High Court at Kolkata vide its order dated 8th April, 2009, the Companies namely Zircon Commercial Private Limited, D. R. Advisoiy Services Private Limited, Mantra Vanijya Private Limited, Dynasty Sales Private Limited, Sridhar Tie-up Private Limited, Sanhati Trade-Link Private Limited and Mrinmoyee Sales Private Limited (all the transferor Companies] have been amalgamated with GALLANTT ISPAT LIMITED (the Transferee Company] with effect from 1st April, 2008. The certified copy of the aforesaid order has been filed with the Registrar of Companies, West Bengal on 29th April, 2009 and thus the scheme has become operational. Accordingly all the assets and liabilities of the transferor companies as existing on 1st April, 2008 have been vested with the Company at book value. Further, as per the scheme of arrangement as ordered by the Honble High Court at Kolkata, 4,50,000 Equity Shares have been allotted to the Equity Shareholders of the erstwhile transferor Companies.

8. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees] Rules, 1975, as amended.

9. AUDITORS & AUDITORS REPORT ^F5^

M/s. A. K. MEHARIA & ASSOCIATES, Chartered Accountants, statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them that their reappointment, if made, would be within the limits laid down under Section 224 (1] (B] of the Companies Act, 1956.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

10. INDUSTRIAL RELATIONS

The Company continued to maintain cordial relation with the employees. The Directors express their appreciation for the very good co-operation received from all sections of all Associates/Officers of the Company.

11. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Companys shareholders, suppliers, Bankers, the Central Government and the State Government agencies for their co-operation extended to the Company. Your Directors also wish to place on record their acknowledgement of the committed efforts of the Executive Staff and workers at all levels in implementing the projects of the Company.

for and on behalf of the Board

DIRECTOR DIRECTOR

Place: Kolkata

Date: 27th July 2009



 
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