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Directors Report of Gallantt Metal 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

Net Sales/Income from operation (Net of Excise Duty) 66,990.45 66,273.51

Other Income 134.69 467.29

Profit before Interest, Depreciation and Tax 4,454.93 5,950.09

Less: Finance Cost 1,133.59 1,033.38

Profit before Depreciation & Tax 3,321.34 4,916.71

Less: Depreciation (including amortization) 1,713.43 1,591.96

Profit Before Tax 1,607.91 3,324.75

Tax Expenses 102.37 149.70

Profit After Tax 1,505.54 3,175.05

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of Rs. 66,990.45 Lacs. The operating profit stood at Rs. 4,454.93 Lacs. The Profit before Tax and Profit after Tax remains Rs. 1607.91 Lacs and Rs. 1,505.54 Lacs respectively. Despite adverse Global as well as Indian economy, your Company performed moderately and Gallantt Metal looks ahead to a hopeful further systematic robustness in the business and operation. Your Directors continue to identify opportunities to leverage and introduce technology to improve our performance, be it in operations, people management, and knowledge management and to strengthen proactive stakeholder relations.

3. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any 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 :

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

Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good 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. Besides adhering to the prescribed Corporate Governance practices as per clause 49 of the Listing Agreement, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest.

A certificate from Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Clause 49 of the Listing Agreement is also 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.

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 of the Company is INE297H01019.

7. CREDIT RATING

Credit Analysis & Research Ltd (hereinafter referred to as "CARE") has assigned grade BBB for credit rating of Term Loan and Grade A2 for working capital facilities.

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. A. K. Meharia & Associates, 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 3 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. 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.

13. 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. Dinesh Kumar R. Agarwal 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.

14. INSURANCE

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

15. HUMAN RESOURCES

The Company believes that Human Resource is its most valuable resource, which has to be nurtured well and equipped to meet the challenges posed by the dynamics of Business Developments. The Company has a policy of continuous training of its employees both in-house. The staff is highly motivated due to good work culture, training, remuneration packages and the values, which the company maintains. Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its customers, shareholders, regulatory agencies or creditors. Industrial relations have remained harmonious throughout the year.

16. BOARD OF DIRECTORS

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, Mr. Prasant Kankrania and Mr. Ramesh Kumar Choudhary as Independent Directors of your Company up to 5 (five) consecutive years up to 31st March, 2019.

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 recommend 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. Dinesh Kumar Raghubir Prasad Agarwal, liable to retire by rotation at the ensuing Annual General Meeting and eligible for re- election.

17. 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.

18. 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.

19. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at village-Halavarthi, Taluka and District – Koppal, Karnataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the Karnataka Government and Ministry of Environment and Forests.

20. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep gratitude to the customers, vendors, investors, business associates, bankers regulatory and government authorities for their continued support during the year. Your Directors also wish to place on record their appreciation for the dedicated services rendered by the employees of the Company at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the company to achieve consistent growth.

On behalf of the Board

Date: July 10, 2014 C. P. Agrawal

Place: Kolkata Chairman


Mar 31, 2013

Dear Memers

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. FINANCIAL RESULTS

(Rs.in Lacs)

Financial Results 2013 2012

Net Sales/Income from operation (Net of Excise Duty) 66273.51 58532.36

Other Income 467.29 284.99

Profit before Interest'' Depreciation and Tax 5950.09 4684.57

Less finance Cost 1033.38 1594.69

Profit before Depreciation & Tax 4916.71 3089.88

Less: Depreciation (including amortization) 1591.96 1553.54

Profit Before Tax 3324.75 1536.34

Tax Expenses 149.70 82.02

Profit After Tax 3175.05 1454.32

2. RESULTS OF OPERATIONS

During the year your Company has reported a turnover of ? 66''273.51 Lacs. The operating profit stood at ? 5''950.09 Lacs. The Profit before Tax and Profit after Tax remains ? 3''324.75 Lacs and ? 3''175.05 Lacs respectively. The basic earnings per share for 2012-13 were ? 3.90 as against ? 1.79 for the previous year. Financial Year 2012-13 was a challenging year. Despite adverse Global as well as Indian economy'' your Company performed reasonably well and Gallantt Metal looks ahead to a hopeful further systematic robustness in the business and operation. Your Directors continue to identify opportunities to leverage and introduce technology to improve our performance'' be it in operations'' people management'' and knowledge management and to strengthen proactive stakeholder relations.

3. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at village-Halavarthi'' Taluka and District - Koppal'' Kamataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the Kamataka Government and Ministry of Environment and Forests.

4. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position'' Directors are unable to recommend any dividend.

5. 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.

6. CORPORATE GOVERNANCE

Your Company is committed to maintain and execute highest standards of Corporate Governance and creating long-term value for all its stakeholders. To pursue this objective'' the Company remains steadfast in its value systems that incorporate integrity'' transparency and fairness across all its business activities. Gallantt Metal''s value systems are based on the foundation of fair and ethical practices in all its dealings with stakeholders including customers'' vendors'' contractors'' suppliers and all others who are part of the Company''s business value chain. Towards this end'' all Directors and Senior Management are committed to the Company''s Code of Conduct'' the compliance to which is periodically reviewed. As required under Clause 49 of the Listing Agreement with the Stock Exchanges'' a Report on Corporate Governance together with Auditors'' Certificate on Corporate Governance is appended to the Annual 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 Bombay Stock Exchange 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 INE297H01019.

8. FIXED DEPOSITS

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

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. 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 (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.

11. COST AUDITORS

M/s. Upendra Tiwari & Associates'' Cost Auditors have been appointed as Cost Auditors of the Company for conducting Cost Audit for the Financial Year 2012-13.

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. PERSONNEL'' INDUSTRIAL RELATIONS AND MARKETING

Gallantt''s high-performance culture is the driving force behind the business. The Company has witnessed exponential growth over the years in terms of volumes and profitability'' driven by excellent contribution of its focused'' dedicated and productive human resource. Gallantt believes in creating a work environment of fairness'' transparency and mutual respect wherein the aspirations of employees and the goals of the Company are aligned.

14. DIRECTORS

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

At their meeting held on 12th August 2013 the Board of Directors of your Company has appointed Mr. Ramesh Kumar Choudhary and Mr. Prashant Jalan as Additional Directors of the Company. Mr. Ramesh Kumar Choudhary will be considered as an Independent Director within the meaning of Clause 49 of the Listing Agreement.

At the same meeting of the Board'' Mr. Prashant Jalan has been appointed as a Whole-time Director of the Company for a period of three years subject to the approval of the Shareholders at the General Meeting. Mr. prashant Jalan has been designated as Director (Plant Operation).

15. CREDIT RATING

Credit Analysis & Research Ltd (hereinafter referred to as "CARE") has assigned grade BBB for credit rating of Term Loan and Grade A3 for working capital facilities.

16. FINANCE AND ACCOUNTS

The significant rise in raw material cost and other input cost had an adverse effect on the profitability and cash flow. However'' 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.

17. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - customers'' Banks'' Central and State Governments'' the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

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. FINANCIAL RESULTS

( in Lacs) 2012 2011 Net Sales/Income from Operation (Net of Excise Duty) 58532.36 55668.33

Other Income 284.99 1177.48

Profit before Interest, Depreciation and Tax 4684.57 5973.08

Less: Finance Cost 1594.69 1379.65

Profit before Depreciation & Tax 3089.88 4593.43

Less: Depreciation (including amortization) 1553.54 1567.50

Profit Before Tax 1536.34 3025.93

Tax Expenses 82.02 733.69

Profit After Tax 1454.32 2292.24

2. RESULTS OF OPERATIONS

During the year your Company has reported a turnover of Rs. 58,532.36 Lacs. The operating profit stood atRs. 4,684.57 Lacs. The Profit before Tax and Profit After Tax remains Rs. 1,536.34 Lacs and Rs. 1,454.32 Lacs respectively. Financial Year 2011-12 was a challenging year. The Global as well as Indian economy witnessed lower economic growth. Rising inflation, depreciating currency and rising cost of inputs were the buzz word during the year under report. Despite these constraints and the challenging environment, the Company performed reasonably well. Profitability of the Company remains lesser than that of previous year mainly due to increase in input cost.

3. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at Village-Halavarthi, Taluka and District - Koppal, Karnataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the Karnataka Government and Ministry of Environment and Forests.

4. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

5. 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, 2012.

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.

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. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with Auditors' Certificate on Corporate Governance is appended to the Annual 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 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 INE297H01019.

8. FIXED DEPOSITS

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

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. 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 (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.

11. COST AUDITORS

The Central Government has approved the appointment of M/s. U. Tiwari & Associates, Cost Auditors for conducting Cost Audit for the Financial Year 2011-12.

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. 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.

14. DIRECTORS

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

With effect from February 13, 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. Prasant 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. Prasant Kankrania has been appointed as the Chairman of the Audit Committee and is member in Remuneration Committee and Share Transfer & Shareholders'/Investors' Grievance Committee of the Board of Directors.

15. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - customers, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

On behalf of the Board

Place : Kolkata C. P. Agarwal

Date : August 11, 2012 Chairman


Mar 31, 2011

To the 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 55,658.56 43,311.59

Other Income 1,187.25 116.12

Profit before Interest, Depreciation and Tax 5826.24 6521.38

Less interest 1,232.80 1400.61

Profit before Depreciation & Tax 4593.44 5120.77

Less: Depreciation (including amortization) 1,567.50 1528.13

Profit Before Tax 3025.94 3592.64

Provision for Tax:

-Current 603.78 611.29

- Deferred 129.91 626.46

Profit After Tax 2,292.25 2354.89

2. PERFORMANCE REVIEW

During the year your Company has reported a turnover of Rs. 55,658.56 Lacs. The operating profit stood at Rs. 5826.24 Lacs. The Profit before Tax and Profit after Tax remains Rs. 3025.94 Lacs and Rs. 2292.25 Lacs respectively. Increase in turnover during the year is result of various strategic initiatives taken by the Company to improve its volumes and profitability. However, profitability of the Company remains lesser than that of previous year mainly due increase in input cost.

Your Company was availing area based excise exemption as the unit is set up in Kutch, Gujarat for five years. The period of said exemption has been completed in December, 2010. And also your Company was getting sales tax incentive which has also been exhausted in September' 2010.

Yours Directors are pleased to report that irrespective of completion of incentive period, your Company has shown an excellent performance in terms of both financial and operational performance.

3. PROJECTS AND EXPANSION INITIATIVES

The Company has decided to set-up a new Pellet plant with beneficiation unit at village-Halavarthi, Taluka and District - Koppal, Kamataka. Company has acquired a land of 106 acres (approx.) for the expansion plan as above and has also obtained clearances for the new project from the

Kamataka Government and Ministry of Environment and Forests. However, the size and shape of the project is yet to be decided.

4. DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

5. DIRECTORS' RESPOSIBIUTY 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.

6. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

7. INITIAL PUBLIC OFFER OF EQUITY SHARES BY GALLANTT ISPAT LIMITED

M/s. Gallantt Ispat Limited (GIL), a Company under the same Group has come out with Initial Public Offer (IPO) of 81,00,208 Equity Shares of Rs. 10/- each at a Premium of Rs. 40/- per Equity Share. Your Company has promoted GIL as a Promoter of the Company. GIL has successfully concluded IPO and received overwhelming response from the public. Equity Shares of GIL is listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

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 I N E 2 9 7 H 0 1 0 1 9.

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. 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 (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. 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.

14. DIRECTORS

Mr. Dinesh R. Agarwal, Director of your Company, retires from the Board by rotation and eligible for re-election.

15. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Customers, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

On behalf of the Board

Place :Kolkata C. P. Agarwal

Date: July 15, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 6th Annual Report of the Company and the Annual Accounts for the year ended 31st March, 2010.

WORKING RESULTS (Rs. in Lacs)

Financial Results 2010 2009

Income from Operation 43,311.59 44,111.22

Other Income 116.12 236.79

Profit before Interest, Depreciation and Tax 6,521.38 5,163.52

Less : Interest 1,400.61 1,816.94

Profit before Depreciation & Tax 5,120.77 3,346.58

Less : Depreciation (including amortization) 1,528.13 1,296.53

Profit before Tax 3,592.64 2,050.05

Provision for Tax

- Current 611.07 232.28

- Deferred 626.46 398.60

- Fringe Benefit tax - 5.50

- Earlier year 0.22 0.17

Profit after Tax 2,354.89 1,413.50

PERFORMANCE REVIEW

During the year your Company has reported a turnover of Rs. 43,311.59 Lacs. The operating profit stood at Rs. 6,521.38 Lacs. The Profit before Tax (PBT) stood at Rs. 3,592.64 Lacs and Profit after Tax (PAT ) remains Rs. 2,354.89 Lacs which is respectively high by 75% and 67% in comparison to the PBT and PAT of last fiscal year 2008-09. 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.

DIVIDEND

In view of conserving resources of the Company for future plan and to strengthen its fund and liquid position, Directors are unable to recommend any dividend.

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, 2010.

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.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

INITIAL PUBLIC OFFER OF EQUITY SHARES BY GALLANTT ISPAT LIMITED

M/s. Gallantt Ispat Limited, Group Company of the Company is coming out with Initial Public Offer of 81,00,000 Equity Shares of Rs. 10/- each at a Premium of Rs. 40/- per Equity Share. Draft Prospectus has already been filed with the Securities and Exchange Board of India (SEBI) for their approval. Further, the Company has obtained In-principle Approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited for listing of the Equity Shares with them.

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 2010-11. The ISIN No. of the Company is INE297H01019.

FIXED DEPOSITS

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

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.

AUDITORS & AUDITORS REPORT

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 (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.

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.

PERSONNEL, INDUSTRIAL RELATIONS AND MARKETING

The industrial relations continued to be cordial. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all levels.

DIRECTORS

At the meeting held on 1st August, 2009 Mr. Virendra Kumar Keshari was appointed as an Additional Director of the Company and at the same meeting Mr. Sushil Kumar Agrawal has resigned from the Board of the Company. Further, at the last Annual General Meeting of the Company held on 23rd September, 2009 Mr. Virendra Kumra Keshari was appointed as a Director. The Committees of the Board of Directors of the Company was reconstituted as Mr. Sushil Kumar Agrawal resigned from the Board of Directors of the Company. In place of Mr. Sushil Kumar Agrawal, Mr. Virendra Kumar Keshari was introduced in the various Committees of the Board. Mr. Virendra Kumar Keshari 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 of the Company.

Mr. Nitin M Kandoi, Whole-time Director of the Company resigned from the whole-time employment of the Company. Now, he remains only Non-executive Non-Independent Director.

Mr. Maheshkumar Hukmichand Gupta and Mr. Manish Pukhraj Jajoo tendered their resignation from the Directorship of the Company with effect from 31st March, 2010.

Tenure of Office of Mr. Chandra Prakash Agarwal and Mr. Dinesh R. Agarwal comes to an end on 31st August, 2010 and 31st October, 2010 respectively. At the Board Meeting held on 29th May, 2010, Mr. Chandra Prakash Agarwal and Mr. Dinesh R. Agarwal were reappointed as a Managing Director and Whole-time Director respectively for a period of five years. Reappointment of Mr. Chandra Prakash Agarwal and Mr. Dinesh R. Agarwal is subject to the approval of the shareholders of the Company and shall be effective from 1st September, 2010 and 1st November, 2010 respectively.

Mr. Rajesh Kumar Jain, Director of your Company, retires from the Board by rotation and eligible for re-election.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere thanks to the shareholders, customers, suppliers, Bankers, the Central Government and the State Government agencies who, through their continued support and co-operation, have helped, as partners, in your Companys progress.



On behalf of the Board Place :Kolkata Chandra Prakash Agrawal Date :2nd day of August,2010 Chairman

 
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