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Directors Report of GKW Ltd.

Mar 31, 2015

Dear Members,

1. The Directors submit their Annual Report together with the audited accounts for the year ended 31st March, 2015.

2. The results for the year under review are given below :

Rs. lakhs

2014-2015 2013-2014

Total Revenue 2332.05 2401.95

Profit before depreciation 196.64 514.96

Depreciation 28.70 81.65

Profit before Tax 167.94 433.31

Taxation (61.58) (62.51)

Profit after taxation 106.36 370.80

During the period under review, profit before tax at Rs. 167.94 lakhs was lower than the previous year''s figure of Rs. 433.31 lakhs mainly due to lower sales of products, other operating revenue and loss of revenue arising out of non renewal of Business Service Centre Agreement.

3 DIVIDEND

The Company continues to be in consolidation mode, hence no dividend has been considered for the year under review.

5. SUBSIDIARY COMPANY

GKW (Overseas Trading) Limited had made a profit of Rs.0.02 lakhs during the year under review.

The statement containing the salient features of the financial statement of GKW (Overseas Trading) Limited, a wholly owned subsidiary company, has been appended hereto as Annexure I.

6. INFORMATION PURSUANT TO SECTION 134

6.1 The Abstract of the Annual Return as provided under section 92(3) of the Companies Act, 2013, for the year ended 31st March, 2015 is appended hereto as Annexure II(a).

6.2 Four meetings of the Board of Directors were held during the year under review. The meetings were held on 8th May, 2014, 13th August, 2014, 11th November, 2014 and 12th February, 2015.

6.3 Directors'' Responsibility Statement

Pursuant to provisions of Section 134(5) of the Companies Act, 2013 the Directors hereby 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 this Act 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;

(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;

6.4 Mr. M.L. Lahoti, Mr. N.K. Navalakha, Mr. P.S. Lodha and Ms. S. Basu De all Independent Directors have submitted a statement under Sub-section (6) of Section 149 of the Companies Act, 2013 on 1st April, 2015.

6.5 Particulars as prescribed under Section 197(12) and Rule 5(1) & (2) of the Companies Management (Appointment and Remuneration of Managerial Personnel), Rules 2014 is appended hereto as Annexure II(b).

6.6 There are no qualifications in the Auditor''s Report and the Secretarial Audit Report, hence no comments or explanations by the Board are required.

6.7 The particulars of investments under section 186 of the Companies Act, 2013 as at 31st March, 2015 are appended hereto as Annexure III.

6.8 The Company had contracts or arrangements with related parties during the year under review. Refer to note no 29 of the financial statements.

6.9. Conservation of Energy

Planned maintenance of equipments such as air compressor, capacitor banks, power generators and judicious deployment of production machinery was undertaken as an ongoing activity to ensure optimum utilization of energy.

6.10 Research & Development and Technology Absorption and Innovation

The nature of business activity carried on by the Company does not have much scope for any Research, Development, Technology Absorption and Innovation. However, product development and process improvement is an on-going activity.

6.11 Foreign Exchange Earnings and Outgo

There was no foreign exchange earnings and outgo during the year under review.

6.12 Implementation of Risk Management Policy of the Company

The company has already constituted a risk management committee consisting of members who are from the Board of Directors of the Company to consider appropriate measures mitigating the risk factors for both internal and external. The company has already adopted the procedures for the same including identification thereof.

6.13 Formal evaluation has been made by the Board of its own performance and that of its Committee and individual members on the basis of criteria approved by the Nomination and Remuneration Committee/Board.

7 FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors were fully briefed and familiarized with the operations of the Company, its business mode and steps envisaged to insulate the Company from the impact of business cycles.

8. DIRECTORS

a) Ms. Sucharita Basu De was appointed as Additional Director on the Board of the Company on 11th November, 2014 by the Board of Directors of the Company to hold office upto the ensuing AGM. Based on the recommendation of the Nomination and Remuneration Committee, appointment of Ms. Sucharita Basu De as an independent director on the Board of Directors upto a consecutive period of 5 (five) years from 11th November, 2014 will be included in the Notice convening the 85th AGM for approval of the members of the Company.

b) Mr. G. Srinivasan who is liable to retire by rotation and being eligible offers himself for re-appointment.

c) Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors re-appointed Mr. J.D. Curravala as Managing Director for a period of 1 (one) year with effect from 11th August, 2015 subject to the approval of the Shareholders at the 85th Annual General Meeting.

9. KEY MANAGERIAL PERSONNEL

The Board of Directors in its meeting held on 8th May, 2014 noted that following officials of the Company viz. Mr. J.D. Curravala, Managing Director, Mr. A. Chakrabarti, Chief Financial Officer and Mr. J.N. Ghosh, Company Secretary are the Key Managerial Personnel.

10. AUDITORS

Messrs. Lodha & Co., existing Auditors, were appointed for a period of three years by the members of the Company in its AGM held on 13th August, 2014. The Auditors being eligible, have expressed their willingness to be re-appointed as Auditors of the Company for the second year, beginning on 1st April, 2015 subject to ratification and approval of the Shareholders in the Annual General Meeting and to hold office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting.

The Board recommends the said re-appointment of M/s. Lodha & Co., Chartered Accountants as Auditors of the Company.

11. SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITORS

The Company appointed Mr. Arup Kumar Roy, practicing Company Secretary at 201, Sarat Bose Road, Kolkata 700 029 to hold office of Secretarial Auditors and to conduct Secretarial Audit. The Secretarial Audit Report for the year under review, is appended hereto as Annexure IV.

12. COST AUDITORS

Pursuant to the Ministry of Corporate Affairs, Notification No.GSR 425(E) dated 30th June, 2014, the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

13. FIXED DEPOSITS

The Company has not accepted any deposits from the public and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

14. INFORMATION PERTAINING TO LISTING

The Company''s equity shares are listed with National Stock Exchange of India Limited. The Annual Listing Fees have been paid to National Stock Exchange of India Limited for the year 2015-16.

15. CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India from time to time. A report on Corporate Governance is appended hereto.

16. RELEVANT EXTRACTS OF VARIOUS POLICIES OF THE COMPANY

16.1 Policy on Related Party Transactions

The Policy on Related Party Transactions is appended hereto as Annexure V.

16.2 Policy on Director''s Remuneration and KMP

An extract on the Company''s policy on director''s remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters are provided under Sub- section (3) of Section 178 of the Companies Act, 2013 is appended hereto as Annexure VI.

16.3 Policy and Criteria for Identification, Appointment, Tenure, Evaluation, Retirement and Removal of Directors and KMP

An extract of the above Policy on criteria for identification, appointment, tenure, evaluation, retirement and removal of Directors and KMP is appended hereto as Annexure VII.

16.4 Corporate Social Responsibility Policy

Based on the recommendations of the Committee of Corporate Social Responsibility (CSR), the Board has already approved a policy for CSR pursuant to section 135 of the Companies Act, 2013. The CSR provisions of the said Section are not currently applicable to your Company. However the CSR policy is appended hereto as Annexure VIII.

16.5 Criteria for Performance Evaluation of Independent Directors

The criteria for performance of Independent Directors is appended hereto as Annexure IX.

16.6 Vigil Mechanism

The details of vigil mechanism is appended hereto as Annexure X.

17. Your Directors state that during the year under review, there were no reported cases falling within the purview of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Re-dressal) Act,

2013. ACKNOWLEDGEMENT

The Board of Directors would like to thank the Company''s customers, employees, shareholders, bankers, financial institutions, suppliers and all others associated with the Company for their continued support.

For and on behalf of the Board

Kolkata J D Curravala G. Srinivasan 13th May, 2015 Managing Director Director


Mar 31, 2013

To The Shareholder''s

1. The directors submit their Annual Report together with the audited accounts for the year ended 31st March, 2013.

2. the results for the year under review are given below :

Rs. lakhs

2012-2013 2011-2012

total Revenue 4770.66 4837.30

Proft before depreciation 1651.92 1506.29

Depreciation 88.38 101.79

Proft before tax 1563.54 1404.50

taxation (including MAt credit) (336.86) (30.50)

Proft after taxation 1226.68 1374.00

during the period under review, proft before tax at Rs. 1563.54 lakhs was higher than the previous year''s fgure of Rs. 1404.50 lakhs mainly due to increase in miscellaneous income. However, proft after tax at Rs. 1226.68 lakhs was lower than the previous year''s fgure of Rs. 1374.00 lakhs due to higher incidence of taxation amounting to Rs. 336.86 lakhs as compared to Rs. 30.50 lakhs in the previous year.

DIVIDEND

3. the Company continues to be in consolidation mode, hence no dividend has been considered for the year under review.

FInance & accounts

4. total revenue was marginally lower than the previous year mainly due to decrease in other income.

5. It is proposed to transfer a sum of Rs. 1000 lakhs (2011-12 - Rs. 2000 lakhs) to General Reserve during the year.

6. As in the previous year, there were no borrowings during the year ended 31st March 2013.

7. during the year under review, your Company has increased investments in bank fxed deposits and mutual funds by Rs. 1431.37 lakhs and Rs. 250 lakhs respectively.

8. Capital expenditure for the year amounted to Rs. 0.68 Lakhs (2011-12 - Rs. 18.92 Lakhs) and value of assets put into use during the year amounted to Rs. 8.03 Lakhs (2011-12 - Rs. 18.92 Lakhs).

consoLIdated accounts

9. In compliance with Accounting Standard 21 of the Institute of Chartered Accountants of India, consolidated accounts are annexed hereto.

19. during the year under review industrial relations in the Metal Pressings and Screws and Fasteners divisions at Pune were stable. the total number of employees was 74 as on 31st March, 2013.

paRtIcuLaRs oF eMpLoYees

20. Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, is not applicable as no employee is covered under the said Rules.

suBsIdIaRY coMpanY

21. Accounts and annual reports of GKW (overseas trading) Limited, a subsidiary company, has been appended hereto.

InFoRMatIon puRsuant to sectIon 217(1) (e) oF tHe coMpanIes act, 1956

22. Particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (disclosure of Particulars in the Report of Board of directors) Rules, 1988 are given below:

a. conseRVatIon oF eneRGY

Planned maintenance of equipments such as air compressor, capacitor banks, power generators and production machinery was carried out as an ongoing activity giving due weightage to conversion of energy.

B. ReseaRcH & deVeLopMent and tecHno- LoGY aBsoRptIon and InnoVatIon the nature of business activity carried on by the Company does not have much scope for any Research, development, technology Absorption and Innovation. However, new product development and process improvement is an on-going activity.

c. FoReIGn eXcHanGe eaRnInGs and outGo there was no foreign exchange earnings and outgo during the year under review.

dIRectoRs

23. Mr. G. Srinivasan resigned as Wholetime director of the Company with effect from the close of business on 9th May, 2013 and has been appointed as Additional director with effect from 10th May, 2013.

24. Mr. M. L. Lahoti, director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

25. Mr. J. d. Curravala, Managing director has been re-appointed as Managing director of the Company for a period of one year from 11th August 2013, subject to approval of the Shareholders in General Meeting.

audItoRs

26. Messrs. Lodha & Company, the retiring Auditors, have expressed their willingness to be re-appointed.

cost audItoRs

27. Pursuant to the Ministry of Corporate Affairs, (MCA) Cost Audit Branch order F.no.52/26/CAB-2010 dated 30th June, 2011 the Company has appointed M/s. Sib Sankar Chakraborty & Associates, Cost Auditor for the Audit of Cost Accounting Records of the Screws & Fasteners division for the fnancial year 2013-14. Further pursuant to the MCA, Cost Audit Branch order F.no.52/26/CAB-2010 dated 24th January, 2012 the Company has appointed M/s. Sib Sankar Chakraborty & Associates, Cost Auditor for the Audit of Cost Accounting Records of the Metal Pressings division for the fnancial year 2013-14.

The Cost Audit Report for Screws & Fasteners division for the year ended 31st March 2012 was fled with the MCA in Form I-XBRL on 3rd January, 2013, within the extended due date of 31st January, 2013.

the due date for fling the Cost Audit Reports for the fnancial year ended 31.3.2013 for Screws & Fasteners division and Metal Pressings division is 27th September, 2013.

InFoRMatIon peRtaInInG to LIstInG

28. the Company''s equity shares are listed with national Stock exchange of India Limited. the Annual Listing Fees have been paid to national Stock exchange of India Limited for the year 2013-14.

dIRectoRs'' ResponsIBILItY stateMent puRsuant to sectIon 217 (2aa) oF tHe coMpanIes act, 1956.

29. the directors hereby confrm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 fnancial year and of the proft or loss of the company for that period;

iii) that the directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis.

coRpoRate GoVeRnance

30. the Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and exchange Board of India vide Circular no. SeBI/CFd/dIL/ CG/1/2004/12/10 dated 29.10.2004. A report on Corporate Governance is appended hereto.

acKnoWLedGeMent

31. the Board of directors would like to thank the Company''s customers, employees, shareholders, bankers, fnancial institutions, suppliers and all others associated with the Company for their continued support.

For and on behalf of the Board

Kolkata 700 071 J d Curravala G. Srinivasan

9th May, 2013 Managing director director


Mar 31, 2012

1. Your Directors submit their Annual Report together with the audited accounts for the year ended 31st March, 2012.

2. The results for the year under review are given below :

Rs Lakhs

2011-2012 2010-2011

Total Revenue 4837.30 5029.75

Profit before depreciation 1506.29 2259.94

Depreciation 101.79 84.72

Profit before Tax 1404.50 2175.22

Taxation (including MAT credit) (30.50) 192.94

Profit after taxation 1374.00 2368.16

During the period under review, profit before tax amounted to Rs 1404.50 lakhs and profit after tax amounted to Rs 1374.00 lakhs as compared to Rs 2175.22 lakhs and Rs 2368.16 lakhs respectively during the previous year, mainly due to a gain of Rs 500 lakhs on sale of tenancy rights in 2010-11.

DIVIDEND

3. The Company continues to be in consolidation mode, hence no dividend has been considered for the year under review.

FINANCE & ACCOUNTS

4. It is proposed to transfer a sum of Rs 2000 lakhs (2010-11 Rs 3000 lakhs) to General Reserve.

5. As in the previous year, there were no borrowings during the year ended 31st March 2012.

6. Capital Expenditure for the year amounted to Rs 18.92 Lakhs (2010-11 - Rs 8.54 Lakhs) and value of assets put into use during the year amounted to Rs 18.92 Lakhs (2010-11 - Rs 8.54 Lakhs)

CONSOLIDATED ACCOUNTS

7. In compliance with Accounting Standard 21 of The Institute of Chartered Accountants of India, consolidated accounts are annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS ON OPERATIONS OPERATIONS

8. Total revenue was marginally lower as the decrease in operating revenue was offset by an increase in other income.

9. Metal Pressings Division at Pune experienced improvement in demand for its products in the second half of the year under review and was able to take advantage of this situation by fully meeting its customers' requirement.

The Division succeeded in broadening the customer base by bringing in its fold two major automobile component manufacturers during the year under review.

The automobile and tractor segments serviced by the division achieved significant growth during the year under review, however sustainability of such growth in the future will largely depend on the domestic economic performance in particular and the global economic scenario in general.

As in earlier years, the division faced considerable pressure for price reduction and had to make price adjustments in certain cases to retain volumes. Hence the need for continuous cost reduction and productivity improvement efforts to remain competitive in a highly price sensitive market.

10. Screws and Fasteners Division at Pune was able to increase production and sale of steel wood screws during the year under review, but was unable to reach full potential due to teething problems faced by it during the start up phase. These problems have now been overcome and efforts are on to improve the division's performance in the near future.

The division was able to manufacture a small quantity of Safety Pins during the year under review. This product line will also be under focus to achieve higher volumes and improved pricing.

11. During the year under review, the Business Service Centre Agreement to provide business, administrative, communication and internet services from the Company's offices at Kolkata and Mumbai was renewed for a period of one year with effect from 1st April, 2011. Income from this activity has been reflected in the accounts for the year under review.

OUTLOOK

12. You would have observed a steady improvement in the net worth and the increase in Shareholders' Funds. The business of the company is still at consolidation stage. This process of business consolidation adopted by your Company is being pursued vigorously, so that at an appropriate time the Company can take advantage of emerging business opportunities and also provide a strong base for utilization/development of its assets for significant future growth.

RISKS AND CONCERNS

13. Your Directors recognize that there are uncertainties and risks attached to any business. The risks could be external, internal, or a combination of both. External risks can be intensification of competition, product substitution, technological obsolescence, changes in Government policy with regard to taxes and levies or economic slowdown adversely impacting demand and profitability. Such risks will be continuously monitored and appropriate action taken by the Company to minimize the same. Internal risks comprise operating risks, financial risks and business risk. The company will take effective steps to deal with such risks.

An operating Division of the Company would identify any risks as perceived by them and take immediate steps to minimize the impact and at the same time submit a report to the next higher level of reporting.

Both the divisions face market risks, while the Metal Pressings Division is dependent on the growth in the automobile and tractor businesses of its customers on the one hand, it has got to contend with the resultant pressure on prices on the other. Screws and Fasteners Division has to rebuild its position in the market place and compete with low cost manufacturers. Your Company is trying to mitigate these risks by endeavoring to increase the customer base in the case of Metal Pressings Division and improving market penetration in the case of Screws and Fasteners Division.

INTERNAL CONTROL

14. The Company has adequate internal control system to ensure protection of assets against loss from unauthorized use or disposal, proper maintenance of accounting records and adherence to Company's policies and procedures. The Company has an Internal Audit system which is commensurate with its size and nature of its business. An Audit Committee of the Board of Directors periodically reviews the internal control systems to ensure their effectiveness and adequacy as also the annual financial statements with particular reference to major accounting entries, involving estimates based on the exercise of judgment by the management. Apart from this, audit reports and follow-up actions are periodically reviewed by the Divisional heads at the unit levels.

HUMAN RESOURCES

15. During the year under review industrial relations in the Metal Pressings and Screws and Fasteners Divisions at Pune were stable.

The total number of employees was 75 as on 31st March, 2012.

PARTICULARS OF EMPLOYEES

16. Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, is not applicable as no employee is covered under the said Rules.

SUBSIDIARY COMPANY

17. Accounts and annual report of GKW (Overseas Trading) Limited, a subsidiary company, has been appended hereto.

INFORMATION PURSUANT TO SECTION 217(1 )(e) OF THE COMPANIES ACT, 1956

18. Particulars as prescribed under sub-section

(1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given below:

A CONSERVATION OF ENERGY

Measures undertaken for conservation of energy during the period under review included overhaul of air compressor, plugging of leakages in compressed air supply lines and in presses. Capacitor banks were maintained for improvement in power factor.

B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION AND INNOVATION

The nature of business activity carried on by the Company does not have much scope for any Research, Development, Technology Absorption and Innovation. However new product development and process improvement is an on-going activity.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings in foreign exchange during the year amounted to Rs NIL (2010/ 2011 - Rs Nil) and outgo was Rs Nil lakhs (2010/ 2011 - Rs 4.70 lakhs).

DIRECTORS

19. Mr. J. D. Curravala, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

20. Mr. P. S. Lodha, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

21. Mr. J. D. Curravala, Managing Director was re-appointed as Managing Director of the Company for a period of one year from 11th August, 2011 and has been further reappointed as Managing Director of the Company for a period of one year from 11th August 2012, subject to approval of the Shareholders in General Meeting.

22. Mr. G. Srinivasan, Director was re-appointed as Whole time Director of the Company for a period of one year from 13th September, 2011 and has been further reappointed as Whole time Director of the Company for a period of one year from 13th September 2012, subject to approval of the Shareholders in General Meeting.

AUDITORS

23. Messrs. Lodha & Company, the retiring Auditors, have expressed their willingness to be re- appointed.

COST AUDITORS

24. Pursuant to the Ministry of Corporate Affairs, Cost Audit Branch Order No. F.No.52/26/CAB- 2010 dated 30th June, 2011 the Company has appointed Cost Auditors for the audit of Cost Accounting Records of the Screws & Fasteners Division for the financial years 2011-12 and 2012-13. The due date for filing the Cost Audit Report for the financial year ended 31.3.2012 for Screws & Fasteners Division is 27th September 2012. Further pursuant to the Ministry of Corporate Affairs, Cost Audit Branch Order No. 52/26/CAB-2010 dated 24th January, 2012 the Company has appointed Cost Auditors for the Audit of Cost Accounting Records of the Metal Pressings Division for the financial year 2012-13.

INFORMATION PERTAINING TO LISTING

25. The Company's equity shares are listed with National Stock Exchange of India Limited. The Annual Listing Fees have been paid to National Stock Exchange of India Limited for the year 2012-13.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

26. The Directors hereby confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

27. The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India vide Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004. A report on Corporate Governance is appended hereto.

ACKNOWLEDGEMENT

28. The Board of Directors would like to thank the Company's customers, employees, shareholders, bankers, financial institutions, suppliers and all others associated with the Company for their continued support.

For and on behalf of the Board

Kolkata 700 071 J D Curravala G. Srinivasan

23rd May, 2012 Managing Director Director


Mar 31, 2010

1.The Directors submit their Annual Report together with the audited accounts for the year ended 31st March, 2010.

2. The results for the year under review are given below :

Rs. Crores

2009-2010 2008-2009

Sales 23.26 94.96

Profit before interest

and depreciation 14.36 18.27

Interest - (2.22)

Gross Profit 14.36 16.05

Depreciation (0.86) (6.56)

Profit before Tax 13.50 9.49

Taxation (Net) (2.33) (1.83)

Profit after taxation but 11.17 7.66

before Exceptional items

Exceptional items - (4.25)

Profit after taxation and

Exceptional items 11.17 3.41



Figures for the previous year are not comparable as they include results pertaining to the Powmex Steels Division for the period 1st April, 2008 to 31st January, 2009. The said division was demerged from the Company with effect from 1st February, 2009.

Profit before interest and depreciation amounted to Rs.14.36 crores and profit after tax Rs.13.50 crores during the year ended 31st March, 2010.

DIVIDEND

3. The Company being in a consolidation mode, no dividend has been considered for the year under review.

NEW DEMAT NUMBER ALLOTTED TO THE COMPANY BY NSDL & CDSL

4. Pursuant to the Scheme of Demerger of Powmex Steels Undertaking and the resultant reduction, reorganization and consolidation of the Companys share capital, new distinctive numbers were allotted to all the 5966500 Equity Shares of Rs. 10 each fully paid up and new demat ISIN number INE 528A 01020 was allotted to the Company by National Securities Depositories Limited and Central Depository Securities Limited.

FINANCE & ACCOUNTS

5. As in the previous year, there were no borrowings as at 31st March 2010.

6. Capital Expenditure for the year amounted to Rs.42.91 Lakhs (2008-09 - Rs 36.95 Lakhs) and value of assets put into use during the year amounted to Rs.54.69 Lakhs (2008-09 - Rs.25.17 lakhs)

CONSOLIDATED ACCOUNTS

7. In compliance with Accounting Standard 21 of The Institute of Chartered Accountants of India, consolidated accounts are annexed hereto.

FOREIGN EXCHANGE EARNINGS AND OUTGO

17. Earnings in foreign exchange during the year amounted to Rs. Nil Lakh (2008/2009 - Rs.362 lakhs) and outgo was Rs. 1 lakh (2008/2009 - Rs.2295 lakhs). Previous years figures are not comparable as they include earnings and outgo pertaining to Powmex Steels Division which was demerged from the Company with effect from 1st February, 2009.

CONSERVATION OF ENERGY

18. The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Form "A" attached hereto and forms part of this Report.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION AND INNOVATION

19. The nature of business activity carried on by the Company at present does not entail any Research and Development as such. However product development and process improvement is an on going process.

SUBSIDIARY COMPANIES

20. Accounts and annual reports of the subsidiary companies have been appended hereto.

PARTICULARS OF EMPLOYEES

21. Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, are given with the Annexure forming part of the report.

DIRECTORS

22. Mr. G. Srinivasan, Director will retire by rotation and being eligible offers himself for reappointment.

23. Mr. P S Lodha will be appointed as Director on the Board subject to retirement by rotation. Mr. P. S. Lodha was appointed as Director in the casual vacancy caused by the demise of Late P. N. Biyani. The Company has received notice under Section 257 of the Companies Act,1956 from a member signifying his intention to propose the appointment of Mr. P.S. Lodha as Director of the Company. Your Directors recommend his appointment.

AUDITORS

24. Messrs. Lodha & Company, the retiring Auditors, have expressed their willingness to be re-appointed.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

26. The Directors hereby confirm :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that 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 or loss of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

27. The Company has taken adequate steps to ensure compliance of the mandatory provisions of Corporate Governance as issued by Securities and Exchange Board of India vide Circular No. SEBI/CFD/ DIL/CG/1/2004/12/10 dated 29.10.2004. A report on Corporate Governance is appended hereto.

ACKNOWLEDGEMENT

28. The Board of Directors would like to thank the Companys customers, employees, shareholders, bankers, financial institutions, suppliers and all others associated with the Company for their continued support.

For and on behalf of the Board

Kolkata J D Curravala G. Srinivasan

12th May, 2010 Managing Director Director



 
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