Mar 31, 2023
DIRECTORS'' REPORT
The Members of
Garg Furnace Limited
The Directors of your company have pleasure in presenting the 50th Annual Report on
the affair of the company to get her with the Audited Accounts for theyear ending 31st
March, 2023.
FINANCIAL RESULTS
2022-23 |
2021-22 |
|
Operating Income |
23824.42 |
17859.74 |
Profit before tax & Exceptional items |
593.95 |
632.27 |
Exceptional Items |
0.00 |
0.00 |
Profit before tax |
593.95 |
632.27 |
Provision for tax-CurrentTax related to earlier years |
0.00 |
0.00 |
-Deferred Tax Asset |
0.00 |
0.00 |
Less: Mat Credit Entitlement |
0.00 |
0.00 |
Profit after Tax |
593.95 |
632.27 |
Prior year Tax adjustments / Depreciation to |
0.00 |
0.00 |
Re-measurement of define benefit liability |
2.56 |
(6.79) |
APPROPRIATIONS |
||
Transfer to General Reserve |
0.00 |
0.00 |
Balance carried over to Balance Sheet |
596.51 |
625.48 |
INDIAN ACCOUNTING STANDARDS:
The financial statements have been prepared in accordance with the Indian
Accounting Standards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA)
under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 as amended and other relevant provisions of the
Act.
DIVIDEND
The Board of Directors does not recommend payment of dividend for the year under
review.
TRANSFER TO RESERVE:
During the year under review, the Company has not transferred any amount to the
General Reserve.
SHARE CAPITAL
As on March 31, 2023, the Authorised Share Capital of the Company was Rs.
10,00,00,000/-divided into 1,00,00,000 Equity Shares having face value of Rs. 10/-each.
Further as on March 31,2023, the issued, paid up and subscribed Share capital of the
Company stood at Rs. 4,00,87,000/-divided into 40,08,700/- Equity Shares having face
value of Rs. 10/- each.
During the year under review, there was no change in the Companyâs Issued,
Subscribed and Paid-up Equity Share Capital. The Company has not issued shares or
convertible securities or shares with differential voting rights nor has granted any
stock options or sweat equity or warrants. As on March 31,2023, none of the Directors
of the Company hold instruments convertible into Equity Shares of the Company.
Further there was no public issue, rights issue, bonus issue or referential issue etc.
during the year.
OPERATIONS
Detailed information on the operations of the different business lines of the Company
and details on the state of affairs of the Company are covered in the Management
Discussion and Analysis Report
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company has been constituted in accordance with the
applicable provisions of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Board
meets at regular intervals to discuss and decide on policy and strategy apart from
other business discussions. However, in case of a special and urgent business need,
the Board''s approval is taken by passing resolution(s) through circulation, as
permitted by law, which is confirmed in the subsequent Board Meeting.
There were 16 (sixteen) meetings of the Board held during the year under review and
the dates of the meetings are as follow:
12/04/2022, 30/05/2022, 25/06/2022, 15/07/2022, 13/08/2022, 07/09/2022, 11/10/2022,
15/10/2022, 14/11/2022, 24/11/2022, 02/12/2022, 12/01/2023, 07/02/2023, 14/02/2023,
27/03/2023 and 31/03/2023.
COMM ITTEES OF TH E BOARD:
The Board has constituted the following committees:
1. AUDIT COMMITTEE
During the year the constitution of the Audit Committee was changed due to the
resignation of Mr. Manjeet Singh, NonExecutive Independent Director with effect
from 15th October, 2022. Accordingly the Board has inducted Ms. Amandeep Kaur
(Non-Executive Independent Director) as member of the Committee with effect
March 31,2023. Accordingly as on March 31,2023, the Audit Committee of the Company
consists of Mr. Dharam Chand (Non-Executive Independent Director) as Chairman,
Ms. Vaneera Carg (Non-Executive - Non Independent Director) as Member and Ms.
Amandeep Kaur (Non-Executive Independent Director) as Member. The Composition
and terms of Reference of the Audit Committee is in line with Section 177 of the
Companies Act, 2013 and rules made thereunder.
During the year under review, the Audit Committee met on Five (5) occasions viz.
30.05.2022, 13.08.2022, 07.09.2022, 14.11.2022, 14.02.2023. The members of the
Committee are the persons with ability to read, understand the Financial Statement.
Not more than 120 days lapsed between any two consecutive meetings of the Audit
Committee during the year. There has been no instance, where the Board has not
accepted any recommendation of the Audit Committee. The necessary quorum was
present at all the Meetings.
2. STAKEHOLDERS RELATIONSHIP COMMITTEE
As on March 31, 2023, the Stakeholders Relationship Committee of the Company
consists of Ms. Vaneera Garg (NonExecutive - Non Independent Director) as
Chairperson, Mr. Dharam Chand (Non-Executive Independent Director) as Member
and Mr. Devinder Garg (Managing Director) as Member. The Composition and Terms
of Reference of the Stakeholders Relationship Committee are in line with Section 178
of the Companies Act, 2013 and rules made thereunder.
During the year under review, the Stakeholders Relationship Committee met on Two
(2) occasions viz. 30.05.2022,13.08.2022,. The necessary quorum was present at all the
meetings. No complaints remained unattended/ pending for more than thirty days.
The Company has no share transfers/ transmission pending as on 31st March, 2023.
Further, no shareholders complaint/grievance were received underâSCORESâduring
the Financial Year 2022-2023.
3. NOMINATION AND REMUNERATION COMMITTEE
During the year the constitution of the Nomination and Remuneration Committee
was changed due to the resignation of Mr. Manjeet Singh, Non-Executive
Independent Director with effect from 15th October, 2022. Accordingly the Board has
inducted Ms. Amandeep Kaur (Non-Executive Independent Director) as member of
the Committee with effect March 31, 2023. Accordingly as on March 31, 2023 the
Nomination and Remuneration Committee of the Company consists of Mr. Dharam
Chand (Non-Executive Independent Director) as Chairman, Ms. Vaneera Carg (Non-
Executive-Non Independent Director) as Member and Ms. Amandeep Kaur (Non-
Executive Independent Director) as Member. The Composition and terms of
Reference of the Nomination and Remuneration Committee are in line with Section
178 of the Companies Act, 2013 and rules made thereunder.
During the year under review, the Nomination and Remuneration Committee met on
Three (3) occasions viz. 30.05.2022,14.07.2022,31.03.2023. The necessary quorum was
present at all the meetings.
4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As on March 31,2023, the Corporate Social Responsibility Committee of the Company
consists of Mr. Dharam Chand (Non-Executive Independent Director) as Chairman,
Ms. Vaneera Carg (Non-Executive - Non Independent Director) as Member and Mr.
Devinder Garg (Managing Director) as Member. The Composition and terms of
Reference of the Nomination and Remuneration Committee are in line with Section
135 of the Companies Act, 2013 and rules made thereunder.
During the year under review, the Corporate Social Responsibility met on One (1)
occasion viz. 27.02.2023. The necessary quorum was present at all the meetings.
CSR Policy
The Board of Directors of the Company has put in place a CSR policy in accordance
with the provisions of Section 135 of the Companies Act, 2013. The CSR Policy of the
Company can be downloaded at website of the Company https://
gargfurnacelimited.com/
Further Annual Report on the CSR activities of the Company for the Financial Year is
attached herewith asAnnexure-1
Attendance Details of Board and Committee Meetings held during the Financial
Year 2022-2023:
DIRECTORS''RESPONSIBILITY STATEMENT
As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013
directors, to the best of their knowledge and belief, state that-
(a) In the preparation of the annual accounts, the applicable Accounting Standards
had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for safe
guarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) read with Schedule IV of the Companies Act, 2013, the
Company has received necessary declaration from all the Independent Directors of
the Company. All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Act,
Regulation 16(1) (b) of the SEBI Listing Regulations along with the declaration that they
have registered themselves with the Independent Director''s Database maintained by
the MCA as provided in sub-rule (3) rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent
Directors, fulfill the conditions of independence specified in Section 149(6) of the Act
and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Company''s Code of Business
Conduct & Ethics.
POLICIES
Your Company has framed the Policies (i) the Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information; (ii) the Code of Conduct as
required under SEBI (Prohibition of Insider Trading) Regulations, 2015, (iii) Policy on
inquiry in case of leak of unpublished price sensitive information (UPSI) (iv) Policy for
Preservation of Documents (v) Policy for determination of Materiality of the Disclosure
of Events & Information (vi) Archival Policy and the same is available on the website of
Company at https://gargfurnacelimited.com/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company, during the year, has not, made investments in, provided any guarantee
or security or granted any loans or advances in the nature of loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships or any other parties
under the provisions of Section 185 and 186 of the Companies Act, 2013.
Information regarding loans, guarantees and investments covered under the
provisions of section 186 of the Companies Act,2013 are detailed in the Financial
Statements at Note No. 4.
PARTCULARS OF CONTRACTS AND ARRANGEMENT MADE WITH RELATED PARTY
TRANSACTIONS
During the year under review, the Company is in compliance with the applicable
provisions of Section 177 and 188 of the Companies Act, 2013 and SEBI (LODR)
Regulations, with respect to transactions with the related parties and the details of
related party transactions have been disclosed in the financial statements as required
by the applicable accounting standards. All the related party transactions entered into
by the Company were in the ordinary course of business and were entered at Arm''s
Length basis, none of which was material in accordance with the Company''s Related
Party Transactions Policy. Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed
as Annexure-2. Further there are no materially significant related party transactions
made by the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of the Company
at large.
Prior approval of the Audit Committee was also obtained for all the transactions
entered into during the year 2022-23 by the Company with its Group Companies. The
details of all the related party transactions were placed before the Audit Committee
and Board for its consideration and ratification on quarterly basis.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial
position of the Company, which have occurred between the end of the financial year
of the Company and the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of Energy, Technology Absorption and
Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of The
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure -3 and forms part of this report.
RISK MANAGEMENT POLICY
The Company has in place a risk management policy including identification therein
of elements of risk, ifany, which in the opinion of the Board maythreaten the existence
of the company and also the comprehensive risk assessment and minimization
procedures, which are reviewed by the Board periodically as per the Risk
Management Policy of the Company. The Board provides oversight and reviews the
Risk Management Policy periodically.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of section 135 of the Companies Act, 2013 are not applicable to Company.
FORMAL ANNUAL EVALUATION OF THE RFORMANCE OF BOARD, ITS COMMITTEES
AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and applicable provisions of the
SEBI (LODR) Regulations 2015, the Board in consultation with the Nomination and
Remuneration Committee had adopted the framework for the Annual Evaluation of
the Board, its Committees and Individual Directors. During the year under review, the
Board has also carried out an Annual Performance Evaluation of its own performance,
the Directors individually as well as the evaluation of the working of the Committees.
SUBSIDIARIES AND JOINT VENTURE
The Company does not have any subsidiary, associate and Joint Venture Company as
on March 31,2023. There was no change in the Subsidiaries, Joint Ventures or Associate
Companies of the Company during theyear under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31,2023, the Board of Directors consists of 4 (Four) Directors i.e. 1 (One)
Managing Director, 1 (One) NonExecutive Non-Independent Director and 2 (Two)
Non-Executive Independent Directors.
Woman Director:
In terms of the provisions of Section 149 of the Companies Act, 2013, your Company has
Mrs. Vaneera Garg and Mrs. Amandeep Kaur as Women Directors on the Board as on
March 31,2023.
Changes in the Board of Directors and Key Managerial Personnel
a. In light of the provisions of the Companies Act, 2013, Mrs. Vaneera Garg (DIN:
01283990) Director of the Company,retires from the Board by rotation this year
and being eligible, offers herself for re-appointment. The Information as
required to be disclosed a per regulation as applicable of SEBI (LODR)
Regulations 2015 in case of re- appointment of the director is provided in the
Notice of the ensuing annual general meeting.
b. Mrs. Amandeep Kaur (DIN: 07728094) was appointed as an Additional
Independent Director of the Company by the Board on the recommendation of
Nomination & Remuneration Committee in their meeting held on 31st March,
2023, with effect from 31st March, 2023, in accordance with provisions of section
161 ofthe Companies Act,2013.
Mrs. Amandeep Kaur is not disqualified from being appointed as Director in
terms ofSection 164 ofthe Act. As per the recommendation of Nomination
and Remuneration Committee and based on the performance evaluation, the
Board had recommended the appointment of Mrs. Amandeep Kaur (DIN:
07728094) as Independent Director ofthe Company for a period of five years
w.e.f.31st March, 2023.
The Company had also received a declaration from Mrs. Amandeep Kaur
declaring that she meets the criteria of independence as provided under
Secti o n 149 (6) of t h e Co m pa n ies Act, 2013.
In the opinion ofthe Board, Mrs. Amandeep Kaur fulfil Is the conditions required
to be fulfilled for being appointed as an Independent Director ofthe Company
as per the provisions of Companies Act, 2013 and applicable provisions of the
SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015.
C. Mrs. Jyoti Batra (DIN: 10009491) was appointed as an Additional Independent
Director ofthe Company by the Board on the recommendation of Nomination
& Remuneration Committee in their meeting held on 27th April, 2023, with
effect from 27th April, 2023, in accordance with provisions ofsection 161 ofthe
Com pa n ies Act, 2013.
Mrs. Jyoti Batra is not disqualified from being appointed as Directors in
terms of Section 164 of the Act. As per the recommendation of Nomination and
Remuneration Committee and based on the performance evaluation, the
Board had recommended the appointment of Mrs. Jyoti Batra (DIN: 10009491)
as Independent Director of the Company for a period of five years w.e.f. 27th
April, 2023.
The Company had also received a declaration from Mrs. Jyoti Batra declaring
that she meets the criteria of independence as provided under Section 149(6) of
the Companies Act, 2013.
In the opinion of the Board, Mrs. Jyoti Batra fulfills the conditions required to be
fulfilled for being appointed as an Independent Director of the Company as per
the provisions of Companies Act, 2013 and applicable provisions of the SEBI
(Listing Obligations and Disclosures Requirements) Regulation, 2015.
d. Mrs. Purti Katyal (DIN: 09251560) was appointed as an Additional
Independent Director of the Company by the Board on the recommendation
of Nomination & Remuneration Committee in their meeting held on August
14, 2023, with effect from August 14, 2023, in accordance with provisions of
section 161 of the Companies Act, 2013.
Mrs. Purti Katyal is not disqualified from being appointed as Directors in
terms of Section 164 of the Act. As per the recommendation of Nomination
and Remuneration Committee and based on the performance evaluation, the
Board had recommended the appointment of Mrs. Purti Katyal (DIN: 09251560)
as Independent Director of the Company for a period of five years for a period of
five years w.e.f. August 14, 2023.
The Company had also received a declaration from Mrs. Purti Katyal declaring
that she meets the criteria of independence as provided under Section 149(6)
of theCompaniesAct,2013.
In the opinion of the Board, Mrs. Purti Katyal fulfills the conditions required
to be fulfilled for being appointed as an Independent Director of the
Company as per the provisions of Companies Act, 2013 and applicable
provisions of the SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015.
e. During the year under review, Ms. Chandni Jain, Company Secretary had
resigned from the position of Company Secretary and Compliance Officer of
the Company, w.e.f. 25.06.2022.
f. Ms. Supreena Tagra was appointed as Company Secretary and Compliance
Officer of the Company by the Board on the recommendation of Nomination &
Remuneration Committee in their meeting held on 15.07.2022, with effect
from 15.07.2022, in accordance with provisions of section 203 of the
Companies Act, 2013 and applicable SEBI (LODR) Regulation,2015.
As on March 31,2023, the Company has following Key Managerial Personnel:
1. Mr. Devinder Garg - Chairman and Managing Director
2. Mr. Curmeet Singh Battu - Chief Financial Officer
3. Ms. Supreena Tagra - Company Secretary and Compliance Officer
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of
the Company and its operations in future.
CHANGE IN THE NATURE OF BUSINESS:-
During theyear under review, there was no change in the nature of the business of the
Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has put in place adequate Internal Financial Controls commensurate
with the size and the nature of its business in order to facilitate a timely and accurate
compilation of financial statements.
Further, the statutory auditors of the Company have verified the systems and
processes and confirmed that the internal financial controls system over financial
reporting is operating effectively. Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has
not appointed any Internal Auditor of the Company. The Internal Auditor reports to
the Audit Committee and his reports are discussed and reviewed by the Audit
Committee of the Board. All the significant audit observation and follow up action
thereon are reviewed of by the Audit Committee. The Committee oversees the
adequacy of Internal Control.
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section
143(12) of Act and Rules framed thereunder.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT,2013:
The Company has zero tolerance for sexual harassment for women at workplace and
has adopted a policy against sexual harassment in line with Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
framed thereunder. The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year 2022-2023, the Company has not received any complaint on sexual
harassment and hence no complaint remains pending as of March 31,2023 and March
31,2022.
CORPORATE GOVERNANCE
Pursuant to provisions of Regulation 15(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance with the Corporate Governance provisions as specified in Regulations 17,
17A, 18,19,20,21,22,23,24,24A, 25,26,27 and clauses (b) to (i) and (t) of sub-regulation (2)
of Regulation 46 and para C, D and E of Schedule Vis not applicable to the Company
as the paid up equity share capital of the Company was Rs. 400.87 lakh and net worth
of the Company was Rs. 2069.78 lakh as on the last day of the previous financial year i.e.
March 31,2023 which is not exceeding Rs. 10 Crores and Rs. 25 Crores, respectively as
per the latest audited Financial Statements as at March 31,2023.
Whenever this regulation becomes applicable to the Company at a later date, the
Company shall comply with requirements of this regulation within six months from
the date on which such provisions became applicable to the Company.
DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE
COMPANY:
The information required pursuant to the provisions of Section 197 (12) read with rules
(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed hereto as An nexure-4 and forms part of this report.
VIGIL MECHANISM
Pursuant to the provisions of Section 177 and applicable provisions of SEBI (LODR)
Regulation, the Company has put in place an effective Vigil Mechanism/
Whistleblower Mechanism. The Vigil mechanism is implemented not only as a CARC
FURNACE LIMITED safeguard to unethical practices. This mechanism is intended to
provide mechanism for reporting genuine concerns or grievance and ensure that
deviations from the Companyâs Business Conduct Manual and Values are dealt with in
a fair and unbiased manner. The mechanism also ensures the protection of whistle
blower against the victimization for the disclosure made by him/her. Under the
mechanism an Ethics committee has been established for managing the vigil
mechanism and the mechanism also provides for direct access to the Chairman of the
Audit Committee in exceptional circumstances. The Audit Committee reviews and
ensuresthe adequacy ofthesystem laid down by the Company for the said purpose.
No concern was reported in aforesaid connection during the financial year ended
March 31,2023. The Vigil Mechanism/Whistle Blower Policy is posted on the website of
the Company and the web link for the same is https://gargfurnacelimited.com /
details-of-establishment/
STATUTORY AUDITOR
Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 M/s. Ashwani & Associates, Chartered Accountants, (Firms
Registration No. 000497N), was appointed as Statutory Auditors of the Company by
the Shareholders at their Annual General Meeting held on September30,2020, to hold
office for a period of five years, from the conclusion of the 47th Annual General
Meeting till the conclusion of the 52nd Annual General Meeting of the Company to be
held in the year 2025.
The Statutory Auditors of the Company have submitted the Auditorâs Report on the
Financial Statements of the Company for the Financial Year ended March 31,2023. The
Auditorâs Report is self-explanatory and requires no comments. Further, there were no
adverse remarks or qualification in the Report that calls for Boardâs explanation.
During the year under review, there were no frauds reported by Auditors under
Section 143(12) of Companies Act,2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder the Company has appointed, PDM & Associates, (membership number:
25003) Company Secretaries in Practice, to undertake the secretarial audit of the
Company. Secretarial Audit Report for the year 2022-23 given by M/s. PDM &
Associates in the prescribed form MR-3 is annexed to this Report as Annexure -5.
The Secretarial Auditor qualifies its Report and the Board comments or explanation
is given below:
Particulars of Observations / Remarks |
Board Comments |
Internal Auditor is not appointed for |
The Company could not find any |
Some of the provisions of Listing |
Filling of disclosures was missed |
Composition of Board of Directors of |
The Company could not find any |
Ms. Vaneera Garg, is Whole Time |
Change in designation was missed |
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee recommends to the Board, the
Company''s policy on Directors'', Key Managerial Personnel and Senior Management
appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of director and other matters as per Section 178(3) of
the Companies Act, 2013. The Nomination and Remuneration Policy is available on the
Company''s website at https://gargfurnacelimited.com/
As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features
of Nomination and Remuneration Policy is annexed as Annexure-6 hereto and forms
part of this report.
COST AUDITOR AND MAINTENANCE OF COST RECORDS.
Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board
of Directors had, on the recommendation of the Audit Committee, appointed M/s Anju
Pardesi, (Firm Registration Number: 003448) Cost Accountants, to audit the cost
accounts of the Company for the financial year 2023-24 at a remuneration of20000.00
pi us service tax, out-of pocket and travel and living expenses, subject to ratification by
the shareholders at annual general meeting. Accordingly, a resolution seeking
members'' ratification for the remuneration payable to cost auditor is included in the
Notice convening the annual general meeting.
The Company pursuant to the Rules made by the Central Government for the
maintenance of Cost records under section 148 of the Companies Act, 2013 and are of
the opinion that prima facie, the prescribed accounts and records have been made
and maintained.
PUBLIC DEPOSIT:
During the year under review, the Company has not accepted any Public Deposit
within the meaning of Section 73 of the Companies Act, 2013 and rules made there
under. There is no outstanding/unclaimed deposit from the public.
However, the information as required under Rule 8 of the Companies (Accounts)
Rules, 2014 is given hereunder:-
(i) Deposits accepted during the year: Nil
(ii) Deposits remained unpaid or unclaimed as atthe end of theyear: Nil
(iii) Default in repayment of deposits and deposits which are not in compliance with
the Requirements of Chapter Vof the Companies Act, 2013: notapplicable
ANNUAL RETURN:
The Annual Return of the Company, pursuant to sub-section 3 (a) of Section 134 and
the provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 for the financial year 2022-2023 in the Form MGT-7 has
been uploaded on Company''s website at https://gargfurnacelimited.com/
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is in compliance with the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.
LISTING OF SECU RITIES, LISTING FEES AN D AN N UAL CUSTODY FEES:
The Securities of the Company are listed on BSE Limited (Scrip Code: 530615), Phiroze
Jeejeebhoy Towers, Dalai Street, Mumbai-400 001. The Company has paid the listing
fee to the BSE Limited forthefinancialyear2023-2024.
The Company has also made the payment of Annual Custody fee to National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for
the financial year 2023-2024.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT:
(a) aggregate number of shareholders and the outstanding shares in the suspense
account lying at the beginning oftheyear: Nil
(b) number of shareholders who approached listed entity for transfer of shares
from suspense account during theyear: Nil
(c) number of shareholders to whom shares were transferred from suspense
accountduring theyear: Nil
(d) aggregate number of shareholders and the outstanding shares in the suspense
account lying at the end oftheyear: Nil
(e) that the voting rights on these shares shall remain frozen till the rightful owner
of such shares claimstheshares: Not Applicable
TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION
FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
HUMAN RESOURCES/lNDUSTRIAL RELATIONS:
The Industrial Relations remained cordial through out the year. A detailed section on
Human Resources / Industrial Relations is provided in the Management Discussion
and Analysis Report, which forms part of this Annual Report.
OTHER DISCLOSURES:
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable; and
The requirement to disclose the details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons there of, is not applicable.
Disclosure of certain types of agreements binding listed entities (1) Information
disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations:
During the year under review, the company has not entered into any such kind of
agreements.
The Company has not defaulted in payment of interest and/ or repayment of loans to
any of the financial institutions and/ or banks during the year under review is not
applicable.
ACKNOWLEDGMENT
The Directors wish to extend their sincere thanks to the Punjab & Sind Bank, Punjab
State Power Corporation Limited, Container Corporation of India, other State & Centra I
Government Agencies, Suppliers and Customers for their continued support and co¬
operation.
The Directors also wish to place on record their deep appreciation for the services
rendered by the workers & staff at all levels.
For and on behalf of the Board
For Garg Furnace Limited
Devinder Garg
Chairman and Managing Director
Place: Ludhiana DIN: 01665466
Date: 30.11.2203
Mar 31, 2015
Dear Members,
The Directors of your company have pleasure in presenting the 42nd
Annual Report on the affair of the company together with the Audited
Accounts for the year ending 31st March, 2015.
FINANCIAL RESULTS
(Rupees in Lacs)
2014-15 2013-14
Operating Income 15994.92 16483.36
Profit before depreciation, Interest & tax 912.64 1023.09
Interest & Financial Expenses 767.73 758.58
Profit before depreciation & tax 144.92 264.51
Depreciation 114.73 132.27
Profit before tax 30.19 132.24
Provision for tax -Current Tax 5.94 25.31
-Deferred Tax Asset 23.53 13.24
Less : Mat Credit Entitlement 5.75
Profit after Tax 53.53 93.69
Prior year Tax adjustments/ -56.57 0
Depreciation to Reverse as per Schedule- II
Balance brought forward 229.93 156.24
226.89 249.93
APPROPRIATIONS
Transfer to General Reserve 0 20
Balance carried over to Balance Sheet 226.89 229.93
226.89 249.93
DIVIDEND
The Board of Directors do not recommend payment of dividend for the
year under review.
SHARE CAPITAL
There was no public issue, rights issue, bonus issue or preferential
issue etc. during the year. The Company has not issued shares with
differential voting rights, sweat equity shares nor has it granted any
stock options.
OPERATIONS
Detailed information on the operations of the different business lines
of the Company and details on the state of affairs of the Company are
covered in the Management Discussion and Analysis Report
EXTRACT OF ANNUAL RETURN
The extract of annual return as provided under sub-section (3) of
section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is
annexed to this Report.
NUMBER OF MEETINGS OF THE BOARD
There were 5 meetings of the Board held during the year. Detailed
information is given in the Corporate Governance Report.
As required under clause (c) of sub-section (3) of section 134 of
Companies Act, 2013 directors, to the best of their knowledge and
belief, state that -
(a) in the preparation of the annual accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The independent directors have submitted the Declaration of
Independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section (6).
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION
178
Information regarding Directors' Remuneration Policy and criteria for
determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of section
178 are provided in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Information regarding loans, guarantees and investments covered under
the provisions of section 186 of the Companies Act, 2013 are detailed
in the Financial Statements.
RELATED PARTY TRANSACTIONS
There were no related party transactions (RPTs) entered into by the
Company during the financial year, which attracted the provisions of
section 188 of Companies Act, 2013. There being no 'material' related
party transactions as defined under clause 49 of the Listing Agreement,
there are no details to be disclosed in Form AOC-2 in that regard.
During the year 2014-15, pursuant to section 177 of the Companies Act,
2013 and clause 49 of the Listing Agreement, all RPTs were placed
before Audit Committee for its prior/omnibus approval.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end
of the financial year of the Company and the date of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo as required under
Section 134 (3)(m) of The Companies Act, 2013 read with Rule 5 of
Companies (Accounts) Rules, 2014 is annexed and forms part of this
report.
Information on the development and implementation of a Risk Management
Policy for the Company including identification therein of elements of
risk which in the opinion of the Board may threaten the existence of
the Company is given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
Provision of section 135 of the Companies Act, 2013 are not applicable
to Company
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES
AND DIRECTORS
Information on the manner in which formal annual evaluation has been
made by the Board of its own performance and that of its Committees and
individual directors is given in the Corporate Governance Report.
SUBSIDIARIES AND JOINT VENTURE
Company has no subsidiary, associate and Company in Joint Venture
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) In light of the provisions of the Companies Act, 2013, Mrs. Vaneera
Garg Woman Director , retires from the Board by rotation this year and
being eligible, offers herself for re-appointment. The information as
required to be disclosed under clause 49 of the Listing Agreement in
case of re-appointment of the director is provided in the Notice of the
ensuing annual general meeting.
b) . Sh. Amit Gupta was appointed as an additional director in the
category of non-executive, independent director of the Company, in the
meeting of the Board held on 15 November 2014. Pursuant to Section 149
and other applicable provisions of the Companies Act, 2013, your
Directors are seeking appointment of). Sh. Amit Gupta, as regular &
Independent Directors for the terms given in the Notice of the 42nd
Annual General Meeting. Details of the proposal for the appointment of
above Independent Directors are mentioned in the Explanatory Statement
under Section 102 of the Companies Act, 2013 of the Notice of the 42nd
Annual General Meeting.
c) Pursuant to section 203 of the Companies Act, 2013, the Company has
appointed Sh. Daksh Garg as Chief Financial Officer (CFO) of the
Company with effect from 1st September 2014
d) The Company already has Toshak Garg, Managing Director as the Key
Managerial Personnel of the Company. Ms. Gursimran Kaur Sethi Company
Secretary Key Managerial Personnel of the Company has resigned from her
post as Company Secretary of the Company. Management in process to fill
the vacancy by a suitable Candidate.
e) . Mr. Yogi Raj Aggarwal and Mr. Vivek Kaushal the directors of
company and member of committees thereof has resigned from the board
w.e.f 16th OCT 2014 & 28th OCT 2014 respectively due to their
preoccupancy in their business . The Directors would like to place on
record their sincere appreciation for there commitment and contribution
made by him during his tenure on the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals, which may
impact the going concern status of the Company and its operations in
future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial controls with reference to the financial statements
were adequate and Operating effectively.
PRESENTATION OF FINANCIAL RESULTS
The financial results of the Company for the year ended 31 March 2015
have been disclosed as per Schedule III to the Companies Act, 2013.
STATUTORY DISCLOSURES
As Company has no subsidiaries and joint ventures Company, the summary
of the key financials of the Company's (Form AOC-1) is not applicable
to comply.
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the prescribed particulars are set out in an annexure to the
Directors' Report. As per provisions of section 136(1) of the said Act,
these particulars will be made available to shareholder on request.
A Cash Flow Statement for the year 2014-15 is attached to the Balance
Sheet.
Pursuant to the legislation 'Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013' introduced by the
Government of India, which came into effect from 9 December 2013, the
Company has framed a Policy on Prevention of Sexual Harassment at
Workplace. There was no case reported during the year under review
under the said Policy.
CORPORATE GOVERNANCE
The company has put in place a system of Corporate Governance. A
Separate report on Corporate Governance forming part of the Annual
Report is annexed hereto. A Certificate from the Auditors of the
company regarding compliance of conditions of Corporate Governance as
stipulated under The Corporate Governance clause of the Listing
Agreement is annexed to the report on Corporate Governance.
PARTICULARS OF EMPLOYEES
Information as per Section 197 of the Companies Act, 2013 (the 'Act')
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report is NIL .However salary
being paid to wholetime directors is mentioned in Corporate Governance
Report.
ANNUAL PERFORMANCE EVALUATION BY BOARD
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to
the Listing Agreement, the Board has carried out an Annual Performance
Evaluation of its own performance, the Directors individually as well
as the evaluation of the working of the Committees. The manner in which
the evaluation was carried out has been explained in the Corporate
Governance Report.
RISK MANAGEMENT
The Board of Directors of your Company has, on recommendation of the
Risk Management Committee framed and adopted a policy on Risk
Management of the Company. The broad terms of reference of the
Committee are stated in the Corporate Governance Report.
VIGIL MECHANISM
Your Company has an effective Vigil Mechanism system which is embedded
in its Code of Conduct. The Code of Conduct of your Company serves as a
guide for daily business interactions, reflecting your Company's
standard for appropriate behavior and living Corporate Values. The Code
of Conduct applies to all Colgate People, including Directors,
Officers, and all employees of the Company. Even your Company vendors
and suppliers are also subject to these requirements as adherence to
the Code is a prerequisite for conducting business with your Company.
The Board of Directors of your Company has, on recommendation of the
Nomination & Remuneration Committee, framed and adopted a policy for
selection and appointment of Directors, Senior Management and their
remuneration. The contents of the policy are stated in the Corporate
Governance Report.
AUDITORS
STATUTORY AUDITOR
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made thereunder, the current auditors of the Company, M/s
Dass Khanna & Co. Chartered Accountants, Ludhiana (registration number:
000402N) were appointed by the shareholders at the 41st annual general
meeting to hold office until the conclusion of the 44th annual general
meeting to be held on 2017, subject to ratification by shareholders at
each annual general meeting.
The members are requested to ratify the appointment of M/s Dass Khanna
& Co. Chartered Accountants, Ludhiana, (registration number: 000402N)
as statutory auditors of the Company and to fix their remuneration for
the year 2015-16.
The statutory audit report does not contain any qualification,
reservation or adverse remark or disclaimer made by statutory auditor.
Auditor's Comments on Corporate Governance Report are reply below in
para pertains to Secretarial Auditor.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013
and Rules made thereunder the Company has appointed, Baldev Arora &
Associates, (membership number: 4283) Company Secretaries in Practice,
to undertake the secretarial audit of the Company. Secretarial Audit
Report for the year 2014-15 given by Baldev Arora & Associates in the
prescribed form MR-3 is annexed to this Report. The Secretarial Audit
Report for the year under review does contain some observations, Para
wise reply as same is given here under:- - Company has filed all the
forms with additional fee
- Company is in process to pay fee to all authorities / agencies as
mentioned in report.
- Management is looking for a competent person to appoint him as an
independent Director and members of committee.
- The management has decided to publish the notice of intimation of
date of board meeting again under clause 41(II) b of Listing agreement,
it was stopped as company gives notice to stock exchanges in advance
regarding intimation of Date of Board meetings by mail as well as by
post, and ever publish the financial results in required news papers,
non publication of intimation was only to save funds of company.
- Management is in process to update website as per the requirement of
law.
COST AUDITOR
Pursuant to section 148 of the Companies Act, 2013 and Rules made
thereunder, Board of Directors had, on the recommendation of the Audit
Committee, appointed M/s Meenu & Associates, (firm registration number:
100729) Cost Accountants, to audit the cost accounts of the Company for
the financial year 2015-16 at a remuneration of Rs. 45000.00 plus
service tax, out-of pocket and travel and living expenses, subject to
ratification by the shareholders at annual general meeting.
Accordingly, a resolution seeking members' ratification for the
remuneration payable to cost auditor is included in the Notice
convening the annual general meeting.
INDUSTRIAL RELATIONS
The Industrial relations remained cordial through out the year and have
resulted in sustained growth of the company.
ACKNOWLEDGEMENT
The Directors wish to extend their sincere thanks to the Punjab & Sind
Bank, Punjab State Power Corporation Limited, Container Corporation of
India, other State & Central Government Agencies, Suppliers and
Customers for their continued support and co-operation.
The Directors also wish to place on record their deep appreciation for
the services rendered by the workers & staff at all levels.
For and on behalf of the Board
SD/-
Place: LUDHIANA. (DEVINDER GARG)
Date: 01/09/2015 CHAIRMAN
(DIN : 01665456)
Mar 31, 2012
The Directors of your company have pleasure in presenting the 39th
Annual Report on the affair of the company together with the Audited
Accounts for the year ending 31 st March, 2012.
1. FINANCIAL RESULTS (Rupees in Lacs)
2011-12 2010-11
Operating Income 20809.00 18692.00
Profit before depreciation,
Interest & tax 785.26 418.24
Interest & Financial Expenses 456.76 147.89
Profit before depreciation & tax 328.50 270.35
Depreciation 105.93 80.83
Profit before tax 222.57 189.51
Provision for tax-Current Tax 0.00 61.20
Deferred Tax Liability 56.94 4.97
Profit after Tax 165.63 123.34
Prior year Tax adjustments (2.77) 0.00
Balance brought forward 150.31 156.97
313.17 280.31
APPROPRIATIONS
Transfer to General Reserve 150.00 130.00
Balance carried over to Balance
Sheet 163.17 150.31
313.17 280.31
DIVIDEND
The Board of Directors do not recommend payment of dividend for the
year under review.
LISTING
The company's equity shares are listed at Ludhiana Stock Exchange
Association Limited, Feroze Gandhi Market, Ludhiana, The Delhi Stock
Exchange Association Limited, DSE House, 3/1, Asaf Ali Road, New Delhi
& The Stock Exchange Mumbai, Dalai Street, Mumbai. The listing fee dues
of the Stock Exchanges have been paid up to the financial year under
review.
DEMATERIALISATION
All activities relating to Company's listed securities (Physical & in
Demat form) are being undertaken by M/s Skyline Financial Services
Private Limited w.e.f 01.04.2003. The Address & Contact Nos. are:
M/s Skyline Financial Services Pvt Ltd,
246,1 st Floor,Sant Nagar,
East of Kailash, NEWDELHI-110064.
TEL:26292682,26292683 FAX: 26292681 [email protected]
The members are advised to send their shares to R.T.A.
DIRECTORS
Sh. Sanjiv Garg has resigned w.e.f 03.10.2011 from the board of
directors of the company, the office of Sh. J.C Garg Chairman and
Managing Director of the Company has Vacated due to sad demise of Sh.
J.C Garg on 18/01/2012. The board places on record their sincere
appreciation for the valuable services rendered by outgoing directors.
Sh. Sushil Singla, Sh. Pawan Garg, Sh. Steven Soni retire by rotation
and being eligible have offered themselves for re-appointment.
In term of clause 49 of the listing Agreement with the stock Exchange,
the details of directors to be appointed/re-appointed are mentioned in
the accompanying Notice of the forthcoming Annual General Meeting.
DIRECTOR'S RESPONSIBILITYSTATEMENT .
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 1956,
the Directors confimr-
i). That in the preparation of annual accounts, the applicable
accounting standard have been followed and wherever required proper
explanations relating to material departures have been given.
ii). That appropriate 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 at theendofthe financial year
asat31.03.2012andoftheprofitsofthecompanyforthe year ended31.03.2012.
iii). That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
iv). That annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The company has put in place a system of Corporate Governance. A
Separate report on Corporate Governance forming part of the Annual
Report is annexed hereto. A Certificate from the Auditors of the
company regarding compliance of conditions of Corporate Governance as
stipulated under The Corporate Governance clause of the Listing
Agreement is annexed to the report on Corporate Governance.
AUDITORS
M/s Dass Khanna & Co. Chartered Accountants, Ludhiana retires at the
conclusion of ensuing Annual General Meeting. They have indicated
their willingness to accept reappointment and have further confirmed
their eligibility u/s 224(1 B) of the
Companies Act, 1956.
The Auditor's Report is self explanatory and therefore do not call for
any further comments.
COST AUDITORS
The Board of Directors has appointed M/s Meenu & Associates, Cost
Accountants, Ludhiana as the Cost Auditors of the Company for the year
2012-13.The approval of the Central Government in this regard has also
been received. The Cost Auditors Report will be sent to the Central
Government as required under law.
FIXED DEPOSITS
During the year under review the company has neither accepted nor
intend to accept any public deposit within the provisions of section
58-A of the Companies Act, 1956 and rules made thereunder. There are no
outstanding / unclaimed deposit from the public.
INDUSTRIAL RELATIONS
The Industrial relations remained cordial through out the year and have
resulted in sustained growth of the company. PARTICULARS OF EMPLOYESS
Information pertaining to employees pursuant to section 217 (2A) of the
Companies Act, 1956 is nil.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo as required under
Section 217 (1)(e) of The Companies Act, 1956 read with Companies
(Disclosure of Particulars in the report of Directors) Rules 1988 is
annexed and forms part of this report.
ACKNOWLEDGEMENT
The Directors wish to extend their sincere thanks to the Punjab & Sind
Bank, Punjab State Power Corporation Limited, Container Corporation of
India, other State & Central Government Agencies, Suppliers and
Customers for their continued support and co-operation.
The Directors also wish to place on record their deep appreciation for
the services rendered by the workers & staff at all levels.
For and on behalf of the Board
SD /-
Place: LUDHIANA
Dato: 3/ 08/2012 Devinder Garg
Chairman & Managing Director
Mar 31, 2010
The Directors of your company have pleasure in presenting the 37th
Annual Report on the affair of the company together with the Audited
Accounts for the year ending 31st March, 2010.
FINANCIAL RESULTS
(Rupees in Lacs)
2009-10 2008-09
Operating Income 15535.13 16092.20
Profit before depreciation,
Interest & tax 398.61 324.85
Interest & Financial Expenses 164.97 148.45
Profit before depreciation & tax 233.64 176.40
Depreciation 71.72 62.18
Profit before tax 161.92 114.22
Provision for tax -Current Tax 27.52 13.75
-Deferred Tax Asset (Liability) 3.92 (0.68)
-Fringe Benefit Tax 0.00 3.85
Profit after Tax 130.48 95.94
Prior year Tax adjustments 1.60 (0.02)
Balance brought forward 174.88 278.96
306.97 374.88
APPROPRIATIONS
Transfer to General Reserve 150.00 200.00
Balance carried over to Balance Sheet 156.97 174.88
306.97 374.88
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A) STEEL INDUSTRY - PERSPECTIVE
The Economic Survey 2009-10 revealed that some of the key macro
economic indicators have revived especially during the second half of
the year compared to the previous year. the demand for the steel have
improved in capital goods industry, construction and Automobiles. It is
expected that the steel industry would perform well in the coming year.
B) PRODUCTION AND SALES REVIEW
During the year under review, the company has produced 36630 metric
tonnes of Steel products. Due to fall in the steel prices, the
turnover for the year has decreased to Rs. 155.00 Crores from Rs.
160.00 Crores in the previous year.
C) INTERNAL CONTROL SYSTEM
The company has adequate internal control procedures commensurate with
its size and nature of its business. These internal policies ensure
efficient use and Protection of assets and resources. Compliance with
policies ensure reliability of financial and operational reports.
D) RISK AND CONCERNS
The Steel Industry witnesses Cyclical price movements. The fortunes of
the industry move up and down in time with the market trend of prices.
This phenomenon has become more uncertain and unpredictable with the
increased integration of domestic and global markets. The company has
taken the cost cutting initiatives, enriching the product mix and
strengthened its marketing to cope with the business trend.
E) HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATION
During the year, the company has employed 150 persons. The Industrial
Relations remain cordial during the year. The company is continuing its
efforts for improvement in the work culture wherein employees can
contribute to their fullest potential. The management acknowledges the
contribution of all employees in achieving better performance.
DIVIDEND
The Board of Directors do not recommend payment of dividend for the
year under review.
LISTING
The companys equity shares are listed at Ludhiana Stock Exchange
Limited, Feroze Gandhi Market, Ludhiana, Delhi Stock Exchange Limited,
DSE House, 3/1, Asaf Ali Road, New Delhi & Bombay Stock Exchange
Limited, Dalal Street, Mumbai.The listing fee dues of the Stock
Exchanges have been paid up to financial year 2010-11
DEMATERIALISATION
All activities relating to Companys listed securities (Physical & in
Demat form) are being undertaken by M/s Skyline Financial Services
Private Limited w.e.f 01.04.2003. The Address & Contact Nos. are:-
M/s Skyline Financial Services Pvt Ltd, 123, Vinoba Puri, Lajpat
Nagar-II, NEW DELHI- 110024. TEL: 29833777, 29847136 FAX: 29918352
The members are advised to send their shares to R.T.A.
DIRECTORS
Sh Rajiv Garg has resigned from the Board of Director of the Company
w.e.f. 31.07.2010 due to his other engagements. Futher, Sh. Sanjiv Garg
has resigned from the post of M.D. w.e.f 31.07.2010, however he would
continue to serve as Director of the Company. The board place on record
their sincere appreciation of the valuable services rendered by both
the Directors.
Sh. Ashwani Kumar Aggarwal, Sh. Arun Kumar Singh & Sh. Vivek Kaushal
retire by rotation and being eligible have offered themselves for
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 1956,
the Directors confirm:-
i) That in the preparation of annual accounts, the applicable
accounting standards have been followed and wherever required proper
explanations relating to material departures have been given.
ii) That appropriate 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 at the end of the financial year as at 31.03.2010 and of
the profits of the company for the year ended 31.03.2010.
iii) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv) That annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The company has put in place a system of Corporate Governance. A
separate report on Corporate Governance forming part of the Annual
Report is annexed hereto. A Certificate from the Auditors of the
company regarding compliance of conditions of Corporate Governance as
stipulated under the Corporate Governance Clause of the Listing
Agreement is annexed to the report on Corporate
Governance.
AUDITORS
M/s Dass Khanna & Co. Chartered Accountants, Ludhiana retires at the
conclusion of ensuing Annual General Meeting. They have indicated their
willingness to accept reappointment and have further confirmed their
eligibility u/s 224(1B) of the Companies Act, 1956.
The Auditors Report is self explanatory and therefore do not call for
any further comments.
COST AUDITORS
The Board of Directors have appointed M/s Meenu & Associates, Cost
Accountants, Ludhiana as the Cost Auditors of the Company for the year
2009-10 . The approval of the Central Government in this regard has
also been received. The Cost Auditors Report will be sent to the
Central Government as required under law.
FIXED DEPOSITS
The fixed deposits outstanding as on 31st March, 2010 was Nil. During
the year under review there was no deposit which was overdue or
unclaimed. The company has complied with the provisions of section 58-A
of the Companies Act, 1956 and rules made thereunder.
INDUSTRIAL RELATIONS
The Industrial relations remained cordial through out the year and have
resulted in sustained growth of the company.
PARTICULARS OF EMPLOYEES
Information pertaining to employees pursuant to section 217 (2A) of the
Companies Act, 1956 is nil.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earning and Outgo as required under
Section 217 (1)(e) of The Companies Act, 1956 read with Companies
(Disclosure of Particulars in the report of Directors) Rules 1988 is
annexed and forms part of this report.
ACKNOWLEDGEMENT
The Directors wish to extend their sincere thanks to the Punjab & Sind
Bank, Punjab State Power Corporation Limited, Container Corporation of
India, other State & Central Government Agencies, Suppliers and
Customers for their continued support and co-operation.
The Directors also wish to place on record their deep appreciation for
the services rendered by the workers & staff at all levels.
For and on behalf of the Board
Place : LUDHIANA JAGDISH CHAND GARG
Date : 18-08-2010 CHAIRMAN