Home  »  Company  »  Gontermann Piep.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Gontermann Peipers (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Forty Sixth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2015.The summarized Audited Financial Results for the financial year ended 31st March, 2015 are as under.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars Year ended Year ended

31st March, 2015 31st March, 2014

Sales/Income from Operations 17,015.95 17,071.26

Less: Excise Duty 1,253.94 1,525.09

Revenue from Operation 15,762.01 15,546.17

Other Income 440.19 239.96

Total Income 16,202.20 15,786.13

Total Expenditure 19,373.16 17,290.97

Profit/(Loss) before Exceptional and Extraordinary Item & Tax (3,170.96) (1,504.84)

Add: Exceptional Items 3.88 16.21

Profit/(Loss) before Tax (3,174.84) (1,521.05)

Provision for Taxation

- Current Tax - -

- Deferred Tax (1,059.28) 17.33

Net Profit/(Loss) after Taxation (2,115.56) (1,538.38)

During the year under review, the total Income was Rs.16,202.20 Laces as against Rs.15,786.13 Lacs in the previous year representing increase in total income. Net loss after providing for interest, depreciation and tax increased to Rs.2,115.56 Laces as against net loss of Rs. 1,538.38 Laces during the previous year.

DIVIDEND

In view of the losses during the financial year 2014-15, your Directors do not recommend any dividend for the financial year 2014-15.

TRANSFER TO RESERVES

The Company is not statutorily required to transfer any amount to the General Reserve as no Dividend has been recommended for the financial year 2014-15.

SHARE CAPITAL

The Paid up Share Capital as on 31st March, 2015 was Rs. 2282.44 Laces. During the year under review, your company has allotted 83,20,000 shares to promoter and promoters group on preferential basis at Rs. 14.75 each including premium of Rs. 4.75 on 29th May, 2014 in terms of CDR Scheme.

SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ASSOCIATE COMPANY

The Company does not have any Subsidiary Company/Joint Venture Company/Associate Company in terms of provisions 134(3) of the Companies Act, 2013 read with Rule 8(5)(iv) of Companies (Accounts) Rules, 2014 and hence no disclosure is required.

PUBLIC DEPOSIT

During the year, your Company has not accepted/ received any deposit pursuant to section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

COMPANY'S PERFORMANCE

CAST ROLL DIVISION

Production during the year under review decreased to 8573 MT (Metric Ton) as against 9824 MT during the year 2013-14. Cast Roll Sales decreased to 8396 MT as against 10030 MT during the year 2013-14.Consequently the total revenue from the Cast Roll Division decreased to Rs. 10695.91 Laces as compared to Rs.13,156.87 Lacs in the previous year.

FORGE ROLL DIVISION

Production during the year under review increased to 955 MT as against 855 MT during the previous year. Forge Roll sales increased to 936 MT as against 850 MT in the year 2013-14.Consequently, the total revenue from the Forged roll division was Rs. 1822.86 Laces compared to Rs.1,785.03 Laces in the previous year which reflects a marginal increase .

EXPORT

During the year under review, the Company exported 3120 MT of Cast Rolls as compared to 2279 MT during the previous year. Your Company is exploring new markets for Cast Rolls in Turkey, UAE, Qatar, Nigeria, Iran, Egypt, Bangladesh, Oman, AHMSA (Mexico) while strengthening its presence in the existing markets.

CORPORATE DEBT RESTRUCTURING

Your Company continues to be under CDR Scheme as reported in the previous year and is making repayments as laid down in the terms and conditions of the Scheme.

SCHEME OF AMALGAMATION

As reported last year, your Directors have approved the Scheme of Amalgamation of the Company with Geetapuram Port Services Limited ("GPSL or the Transferor Company No.1") and its wholly owned subsidiary North East Natural Resources Private Limited ("NENRPL or the Transferor Company No.2").

Pursuant to Clause 24(f) of Listing Agreement, BSE Limited and The Calcutta Stock Exchange Limited has given their consent vide their Observation letter dated 2nd December, 2014 and 3rd December, 2014 respectively.

Pursuant to an Order of the Hon'ble High Court of Judicature at Calcutta, the meetings of the Equity Shareholders and 6% Cumulative Optionally Convertible Redeemable Preference Shareholder of the Company were held on Saturday, the 28th day of March, 2015 for the purpose of seeking approval of the Shareholders of the Company for the said Scheme of Amalgamation. Thereafter, the Scheme of Amalgamation was approved by requisite majority.

Further, the Company has filed the confirmation Petition before the Hon'ble High of Judicature at Calcutta and the same is pending for approval at present. The amalgamation, if approved will be advantageous and beneficial to all stakeholders of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Pursuant to the provisions of Section 149 of Companies Act, 2013 which came with effect from 1st April, 2014, Mr. Mahesh Trivedi, Prof. Manoj Kumar Mitra, Dr. Shekhar Chaudhuri and Prof. Binay Bhushan Chakrabarti were appointed as Non- Executive Director (Independent) at the 45th Annual General Meeting of the Company held on 10th September, 2015.The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013.They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

During the year under review, Mr.Vinod Kothari and Prof. Binay Bhushan Chakrabarti, Non-Executive Independent Directors resigned from the office of Director with effect from 21st April, 2014 and 7th November, 2014 respectively. The Board of Directors placed on record their appreciation of the valuable contribution during their association with the Company.

During the year under review, Dr. Buddhadeb Duari was appointed as an Additional Director (Independent) of the company on 31st March, 2015 and holds office up to the date of ensuing Annual General Meeting of the Company. The Company has received Notice along with the requisite deposit under section 160 of the Companies Act, 2013, proposing the candidature of Dr. Buddhadeb Duari as an Non-Executive (Independent) Director of the Company. Your director recommend the appointment of Dr.Buddhadeb Duari as Non-Executive (Independent) Director of the Company. The details of the appointment are set out in the notice convening the forty- sixth Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

Your Directors at their meeting held on 29th May, 2014 noted and ratified the appointment of Mr. Susanta Ghosh, Managing Director & CEO, Mr. Sandip Gupta, Chief Financial Officer and Ms. Shabnum Zaman, Company Secretary of the Company as the Key Managerial Personnel of your Company pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Ms. Shabnum Zaman, resigned from the office of Company Secretary and Key Managerial Personnel of the Company with effect from the closing hours of 8th December, 2014.The Board of Directors placed on record their appreciation for the Services rendered by her.

Further, during the said year your Directors at their meeting held on 12th February, 2015 has appointed Mr. Alok Kumar Samant, as Company Secretary and Key Managerial Personnel of the Company with immediate effect.

The details of remuneration paid to the Key Managerial Personnel appointed by your Company in accordance with the provision of Section 203 of Companies Act, 2013 are set out in this Report.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder and in terms of the Article of Association of the Company, Mr. Anil Sureka (DIN: 00058228), Non-Executive Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Non-Executive Director of your Company. Your Board of Directors has recommended his re-appointment. The details of the re-appointment are set out in the notice convening the 46th Annual General Meeting of your Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Revised Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors. A structured questionnaire was prepared after taking into consideration of inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

To determine the criteria of evaluation of the performance of the Independent Directors as required under the Revised Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee at its meeting established the criteria based on which the Board will evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on the parameters such as level of engagement and contribution, independence of judgment. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

MEETING OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of the Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed by the Companies Act, 2013 and the Listing Agreement.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and Listing Agreement, a separate meeting of the Independent Directors was held on Tuesday, the 31st day of March, 2015. In the said meeting the Directors have reviewed the performance of Board and its Committees, Chairman of the Board, Non-Executive Directors and further assessed the quality, quantity and the timeliness of flow of information between the management and Board of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors that they meet the Criteria of Independence as laid down under the Companies Act, 2013 read with Schedule IV and Rules made thereunder, as well as Revised Clause 49 of Listing Agreement. The Board considered the independence of each of the Independence Directors in terms of above provisions and is of the view that they fulfill the criteria of independence.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company is required to conduct the Familiarization Programmed for Independent Directors (IDs) in terms of Clause 49(II)(B)(7) of the Listing Agreement, to familiarize them about the Company and their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and other related matters. The details of such Familiarization Programmed for Directors are available on the Company's website (URL:www.gontermann-peipers.com/ investors relations/Directors/familiarization programmer of Independent Directors).

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (1)(c) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year 31st March, 2015, the applicable accounting standards and Schedule III to the Companies Act, 2013 have been followed and there are no material departure from the same;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of your Company for the year ended on that date ;

(iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the year ended 31st March, 2015 on a going Concern basis;

(v) they have laid down internal financial controls to be followed by your company and that such internal financial control are adequate and operating effectively;

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

EXTRACT OF THE ANNUAL RETURN

An Extract of Annual Return as on the financial year ended 31st March, 2015 in Form No. MGT-9 as required Under Section 92 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 is set out as Annexure - I to this Report.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder and Revised Clause 49 of the Listing Agreement, the Board of Directors have on the recommendation of Nomination and Remuneration Committee formulated the policies for Nomination and Remuneration of Directors, Key Managerial Personnel ('KMP') and Senior Managerial Personnel ('SMP') of your Company. The same is annexed as Annexure- II to this Report.

STATUTORY AUDITORS

M/s. V. Malik & Associates, Chartered Accountants, having Registration No. 000155N, issued by The Institute of Chartered Accountants of India, the Statutory Auditors of the Company hold office till the conclusion of the forty-eighth Annual General Meeting of the Company. The Board in terms of Section 139 of the Companies Act, 2013 on the recommendation of Audit Committee, has recommended for the ratification by the Members, the appointment of M/s. V. Malik & Associates, Chartered Accountants, Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of forty-seventh Annual General Meeting of the Company.

Comments /Qualification of the Auditors in their report and the notes forming part of the Accounts are self-explanatory:- I. Capital Advances (Note No.12) includes long outstanding advances to the tune of Rs. 1166.82 Laces (including amount represented as trade receivables) and advances to suppliers (Note No. 16 – Other Loans & Advances) including long outstanding advances to the tune of Rs 630.75 Laces in respect of which no Confirmation/ Acknowledgement/ Schedule of delivery was available, the consequential revenue impact, if any is not ascertainable. Accordingly, provision for advances doubtful for recovery/ adjustment is necessary and non-creation of such provision is contrary to the requirement of Accounting Standard-4, "Contingencies and Events occurring after the Balance Sheet date".

II. The Company has recognized Net Deferred Tax Asset (DTA) of Rs 2820.74 Laces (including Rs 1059.28 Laces for the period) up to 31st March, 2015 on account of unabsorbed depreciation, carried forward business losses and disallowances under Income Tax Laws (Refer No. 11 and 45 of Independent Auditors Report ) based on the future profitability projections made by the management .The Company has history of recent losses and in the absence of virtual certainty supported by convincing evidence to the fact that sufficient taxable income will be available against which such deferred tax assets can be realized and also non-disclosure of its nature, in our opinion, the recognition of deferred tax asset is in contravention of Accounting Standard-22"Accounting for Taxes on Income". Had the impact of item stated above been considered, the loss for the year would have been Rs 4620.66 Laces (after adjusting deferred tax assets of Rs 1445.82 Lacs recognized up to 31st March, 2014) as against the reported loss of Rs 2115.56 Laces and balance in Reserve and Surplus would have been Rs (1522.44) Laces as against the reported Reserve and Surplus of Rs 1298.30 Laces.

Further the management representation to the above qualifications/comments are as follows :

I. As regards advances to the tune of Rs 1166.82 Laces and advances to Suppliers includes Rs 630.75 Laces the management is assuring that the same will be adjusted against procurement of raw material or realization of advances.

II. As regards Net Deferred Tax Asset (DTA) , based on future profitability projections, management is assuring of achieving the profitability in the forthcoming years and the Company is virtually certain that there would be sufficient taxable income in the future against which the Deferred Tax Asset can be accounted for or realized.

COST AUDITORS

Your Board on the recommendation of the Audit Committee, has approved the appointment of M/s. Datta Chakraborty & Associates, having firm registration No. 000300 issued by The Institute of Cost & Works Accountants of India, Cost Accountants, for audit of cost records maintained by the Company for the financial year ended 2015- 2016.In terms of section 148 of Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 appropriate resolution seeking your ratification of the remuneration M/s. Datta Chakraborty & Associates, Cost Accountants, is included in the Notice convening 46th Annual General Meeting of the Company.

SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. MKB & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-III to this Report.

The following qualification was observed by the Secretarial Auditor in their report to which the Board has shared the following explanation .

Qualification:

Prof. Binay Bhushan Chakrabarti an Independent Director, resigned from the office of director from the closing hours of 7th November, 2014, which was subsequently filled up belatedly by the Board of Directors of the Company by appointing Dr. Buddhadeb Duari as an Independent Director with effect from 31st March, 2015.

Management Response:

After resignation of Prof. Binay Bhushan Chakrabarti as Independent Director, Management has taken great effort for getting a suitable Candidate in his place. Subsequently, Dr. Buddhadeb Duari was appointed as Non Executive Independent Director by the Board during the financial year 2014-15.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

There was no such loan given, investment made, guarantee given or security provided by the Company to any entity pursuant to the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year under review, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered as material in accordance with the provision of the Listing Agreement.

Your Board of Directors, based on the recommendation of audit committee has approved the Policy on materiality of related arty transactions and dealing with related party transactions in accordance with the clause 49 of Listing Agreement and Companies Act, 2013. The said policy is hosted in Company's Website: www.gontermann-peipers.com.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

RISK MANAGEMENT

The Company has in place robust risk management framework which identifies and evaluates business risk and opportunities. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Company has a Risk Management Committee of the Board, which looks after the identification of risks and their mitigation plans.

During the year under review, the Board and Management teams are embracing the concept of Enterprise Risk Management (ERM). ERM is used as a strategy decision making tool to refine management strategies and risk controls. Thereafter, the management evaluated the risk on priorities basis and their mitigation plan were formulated and implemented on regular basis. The evaluated risk along with their mitigation plan and their implementation are presented before the Board on time to time basis.

COMPOSITION OF AUDIT COMMITTEE AND OTHER COMMITTEE

The Composition of Audit Committee and other Committees is provided in the Corporate Governance Report forming part of this Report.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Revised Clause 49 of the Listing Agreement, in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of your Company and its stakeholders in any way.

Your Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is hosted on the Company's website: www.gontermann-peipers.com.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES.

The information required to be disclosed in the Director's Report pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in as an Annexure-V to this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company in its endeavor to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another's work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his / her maximum potential.

Your Company has put in place a 'Policy on Prevention of Sexual Harassment' as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013. The Policy is meant to sensitize the employees about their fundamental right to have safe and healthy environment at workplace. As per the Policy, any employee may report his / her complaint to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review adequate access was provided to any complainant who wished to register a complaint under the Policy.

During the year under review, there was no such Complaints received by the Internal Complaint Committee.

INTERNAL CONTROL SYSTEM

Your Company has in place adequate Internal Controls System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit report were presented before the Chairman of Audit Committee of the Board.

The Internal Audit team monitors and evaluates efficacy and adequacy of internal control system in the Company. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board on quarterly basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain and adhere highest standards of Corporate Governance requirements as stipulated in Listing Agreement. The Corporate Governance Report along with the Certificate from M/s. V. Malik & Associates, Chartered Accountants confirming compliance with the conditions of Corporate Governance is attached with this report.

CEO/CFO Certification

Pursuant to the provisions of Listing Agreement pertaining to Corporate Governance, Mr. Dwijen Lahiri, Whole Time Director and Mr. Sandip Gupta, Chief Financial Officer of the Company have certified inter-alia, about review of financial statements for the financial year ended 31st March, 2015.The said Certificate has been provided elsewhere in the Annual Report.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT (RTA)

During the year under review, your Directors at their meeting held on 12th February, 2015 has decided to change its existing Registrar & Share Transfer Agent M/s. MCA Limited to M/s. MCS Share Transfer Agent Limited having its office at 12/1/5, Manoharpukur Road, Kolkata-700026.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred a sum of Rs. 31,368/- (Rupees thirty one thousand three hundred sixty eight Only) to the Investor Education Protection Fund (IEPF) of the Central Government, being the dividend amount pertaining to the financial year ended 31st March, 2007 which was due and payable and remained unclaimed and unpaid for period of seven (7) years, as provided in Section 205A and 205C of Companies Act, 1956 read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

AWARDS AND RECOGNITION

Your Company has participated in National Convention of Quality Circle organized by Pune Chapter, and had been recognized in Category of Excellent and Par Excellent Category.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement being presented in a separate section forming a part of this Annual Report.

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the services rendered by the officers, staff and workers of the Company at all levels and look forward to their continued co-operation.

For and on behalf of the Board

Place: Kolkata Prof. Manoj Kumar Mitra Dwijen Lahiri

Date: 13th

November, 2015 Director Whole Time Director


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Forty Fifth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st March, 2014 are as under:

(Rs in Lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales/Income from Operations 16,964.44 13,579.89

Less: Excise Duty 1,525.09 1,174.38

15,439.35 12,405.51

Other Income 239.96 112.63

Total Income 15,679.31 12,518.14

Total Expenditure 17,184.15 15,970.68

Profit/(Loss) before Exceptional and Extraordinary Items & Tax (1,504.84) (3,452.54)

Add: Exceptional Items 16.21 (57.54)

Add: Extraordinary items — 25.63

Profit/(Loss) before Tax (1,521.05) (3,420.63)

Provision for Taxation

- Tax related to earlier years — 0.41

- Deferred Tax 17.33 (1,112.21)

Net Profit/(Loss) after Taxation (1,538.38) (2,308.83)

During the year under review, the net revenue from Sales was Rs. 15,439.35 Lacs as against Rs. 12,405.51 Lacs in the previous year representing a substantial increase in revenue. Operating profit before interest and depreciation was Rs. 1,172.64 Lacs, as against Loss of Rs 740.60 Lacs during the previous year. Net loss after providing for interest, depreciation and tax reduced to Rs. 1,538.38 Lacs as against net loss of Rs. 2,308.83 Lacs during the previous year.

DIVIDEND

In view of the accumulated losses, your Directors regret to state their inability to recommend any dividend for the year ended 31st March, 2014.

PERFORMANCE

CAST ROLL DIVISION

Production during the year under review increased to 9824 MT as against 7296 MT during 2012-13. Sales increased to 10030 MT as against 8264 MT in the year 2012-13. Consequently, the total revenue from the Cast Roll division increased to Rs. 13,156.87 Lacs as compared to Rs. 10061.04 Lacs in the previous year.

FORGED ROLL DIVISION

Production during the year under review decreased to 855 MT as against 945 MT during the previous year. Forged Roll sales decreased to 850 MT against 1005 MT in the year 2012-13. Consequently, the total revenue from the Forged roll division was Rs. 1,785.03 Lacs compared to Rs. 2,095.20 Lacs in the previous year which reflects a marginal fall.

EXPORTS

During the year under review the Company exported 2279 MT of Cast Rolls as compared to 2247 MT during the previous year. Your Company is exploring new markets for Cast Rolls in South American Countries, Canada, Iran and Vietnam while strengthening its presence in the existing markets. The initial foray into the untapped European & African markets of Spain, Russia and Kenya respectively has been fruitful.

The Company exported 175 MT of Forged Rolls as against 151 MT during the previous year. Your Company has made foray into new markets like Malaysia, Indonesia, Africa & Ethiopia, etc and is aggressively pursuing requirements in Thailand, Brazil, Egypt, Kenya & Vietnam.

CORPORATE DEBT RESTRUCTURING

Your Company continues to be under the CDR Scheme as reported in the previous year and is making repayments as laid down in the Scheme. Your Company allotted 83,20,000 equity shares of Rs.10 each at a price of Rs.14.75 each inclusive of premium of Rs. 4.75 each aggregating to Rs.1227.20 lacs to the promoters on preferential basis in terms of CDR Scheme.

SCHEME OF AMALGAMATION

Your Directors at their meeting held on 29th May, 2014, have considered and approved a Scheme of Amalgamation of Geetapuram Port Services Limited (GPSL or the Transferee Company) and its wholly owned subsidiary North East Natural Resources Private Limited (NENRPL or the Transferee Company) with your Company under Sections 391-394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 as amended and the corresponding provisions of the Companies Act, 2013 upon their notification (including any statutory modifications(s) or re-enactment(s) thereof) (the Scheme).The Board has approved the share swap ratio of 1:40, meaning thereby that every shareholder of GPSL holding 1 (One) fully paid Equity Shares of Rs.10/- each shall be entitled to receive 40 (Forty) fully paid-up Equity Shares of Rs.10/- each in your Company. Such swap ratio is based upon the report by an independent valuer and the fairness of the same has been confirmed by an independent merchant banker. The Appointed Date for the amalgamation shall be 1st April, 2013. Equity shares issued by the Company to the shareholders of GPSL pursuant to the Scheme would be listed on BSE Limited and The Calcutta Stock Exchange Limited.

Your Directors noted that merger of GPSL and NENPRL with your Company will result into:

- Restructuring, expansion and diversification into new business activities which would enable the amalgamated entity to have access to better financial resources as well as to enable them to manage their business more efficiently, which would result in maximizing overall stakeholders'' value.

- Improved organizational capability and leadership, arising from the pooling of human resources who have the diverse skills, talent and vast experience to conduct business.

- Greater efficiency in cash management of the amalgamated entity.

- Strengthening the financials of your Company facilitating effective implementation of the CDR Scheme. The cascading effect shall ensure faster revival of your company .

The Scheme has been approved by the Board subject to the requisite approval of the members of the Company as may be directed by the Hon''ble High Court Calcutta and High Court of Judicature at Bombay and subject to all such requisite approvals from the relevant regulatory authorities and sanction of the High Courts.

DIRECTORS

During the year under review, Mr. Biswanath Bhattacharjee, resigned as Director (Operations) of the Company with effect from 20th December, 2013.

The nomination of Mr. B. K. Roy was withdrawn by IFCI Limited with effect from 25th July, 2013 and the nomination of Mr. S.S. Saswat was withdrawn by EXIM Bank with effect from 10th January, 2014.

Mr. Rajendra Kumar Parakh and Mr. Vinod Kumar Kothari resigned as Director of the Company with effect from 20th March, 2014 and 21st April, 2014 respectively.

The Board of Directors placed on record their deep appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Mr. Susanta Ghosh was appointed as Managing Director & CEO for a period of three years with effect from 13th November, 2013, subject to the approval of the Members and other authorities, as may be required.

In terms of Section 149 and other applicable provisions of Companies Act, 2013 and on the recommendation of the Remuneration Committee Prof. Binay Bhushan Chakrabarti, being eligible was appointed as an Independent Director for tenure of five consecutive years with effect from 29th May, 2014, subject to the approval of the members. The Company has received requisite notice in writing from a member proposing Prof. Binay Bhushan Chakrabarti for appointment as Independent Director.

Mr. Mahesh Trivedi, Prof. Manoj Kumar Mitra and Dr. Shekhar Chaudhuri, Independent Directors, whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956, being eligible offer themselves for appointment in terms of Section 149 and other applicable provisions of the Companies Act 2013, for a tenure of five consecutive years. The Company has received requisite notices in writing from members proposing Mr. Mahesh Trivedi, Prof. Manoj Kumar Mitra and Dr. Shekhar Chaudhuri for appointment as Independent Directors.

Ms. Shristi Mittal, Director of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment. The Board has recommended her re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The details concerning the appointment / re-appointment of Directors are included in the notice convening the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

(i) in the preparation of the financial accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there have been no material departure;

(ii) they had selected such accounting policies and applied them consistently and made judgements 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 Accounting Year;

(iii) they had taken proper and sufficient care 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; and

(iv) they had prepared the financial accounts for the year ended 31st March, 2014 on a going concern basis. COST AUDITORS

Your Company had appointed M/s N. B. Bhattacharyya & Co., Cost Accountant, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year ended 31st March, 2013. The Cost Audit Report was filed by the Cost Auditor on 7th September, 2013 within the due date of 27th September, 2013.

In respect of the financial year ended 31st March, 2014, your Company, with the approval of the Central Government, has appointed M/s. Datta Chakraborty & Associates, as Cost Auditors, for audit of cost records maintained by the Company. The due date for filing the Cost Audit Report is 27th September, 2014.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 29th May, 2014, have appointed M/s. MKB & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-15.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/s. V. Malik & Associates, Chartered Accountants, having Registration No. 000155N, be re-appointed as the Statutory Auditors of the Company for a period of three years in accordance with Section 139 of the Companies Act 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the 45th AGM of the Company.

The Company has received letter from M/s. V. Malik & Associates Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS'' REPORT

The Auditors, in their statement under Companies (Auditor''s Report) Order 2003, annexed to their Report, have drawn attention to the following:

a) The outstanding advances for capital goods includes long outstanding advances to the tune of Rs.297.00 Lacs and advances to suppliers includes Rs.446.61 lacs in respect of which no confirmation / schedule of delivery was available, the consequential revenue impact, if any is not ascertainable. Accordingly, it was felt that the creation of no provision in respect of doubtful /advances is contrary to the requirements of AS 4.

b) Note No. (11) Regarding recognition of Net Deferred Tax Asset (DTA) of Rs.1445.82 lacs (including Rs (17.33) Lacs for the period) recognized up to 31st March, 2014 based on the future profitability projections made by the management. However, we are unable to express any opinion on the virtual certainty of achieving these projections as required by Accounting Standard 22 "Accounting for Taxes on Income" and consequential impact, if any, of the recognition on such deferred tax asset. Had the impact of item stated above been considered, the loss for the year would have been Rs.2984.20 lacs (after adjusting deferred tax assets of Rs.1463.15 lacs recognized upto 31st March, 2013) as against the reported loss of Rs.1538.38 lacs and balance in Reserve and Surplus would have been Rs.1586.66 Lacs as against the reported Reserve and Surplus of Rs.3032.48 lacs.

The Board of Directors inform that:-

a) As regard advances for capital goods includes long outstanding advances to the tune of Rs.297.00 Lacs and advances to suppliers includes Rs.446.61 lacs the management is confident that the same will be adjusted against supply of materials or realisation of advances.

b) As regard Net Deferred Tax Asset (DTA), based on the future profitability projections, management is confident of achieving the profitability in the coming years and the Company is virtually certain that there would be sufficient taxable income in the future against which the Deferred Tax Asset can be accounted for. It should be noted that during the Financial Year, the Company has reversed Deferred Tax Assets to the extent of Rs.17.33 Lacs.

The other notes referred by the Auditors are self-explanatory and do not require further elucidation.

FIXED DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The company maintains transparency and also enhances corporate accountability.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance;

(iv) Auditors''s Certificate regarding compliance of conditions of Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure "A" and form part of this Report.

PARTICULARS OF EMPLOYEES

Your Company had 693 employees as on 31st March, 2014. Particulars of the employees of the Company as required to be mentioned u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees)(Amendment) Rules 2011, are set out in Annexure "B" and form part of this report.

Your Company has adopted the ''Policy against Sexual Harassment'' for the employees of the Company with effect from 1st March, 2014. No incidence of Sexual Harassment was reported during the period 1st March, 2014 to 31st March, 2014.

POTENTIALLY SICK INDUSTRIAL COMPANY

The accumulated losses of your Company have resulted in erosion of 50% of the peak net worth during the immediately preceding four financial years. Thus your Company has become a "Potentially Sick Company" as laid down in Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). A separate report of the Directors on the erosion of the net worth is annexed hereto as Annexure "C".

APPRECIATION

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staffs and workers. For and on behalf of the Board

Kolkata Prof. Manoj Kumar Mitra Susanta Ghosh 29th May, 2014 Director Managing Director & CEO


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Forty Fourth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st March 2013 are as under:

(Rs in Lacs) Particulars Year ended Year ended 31.03.2013 31.03.2012

Sales/Income from Operations 13,579.89 13,559.95

Less: Excise Duty 1,174.38 1,124.88

12,405.51 12,435.07

Other Income 112.63 231.15

Total Income 12,518.14 12,666.22

Total Expenditure 15,970.68 15,480.44

Profit/(Loss) before Exceptional and Extraordinary Items & Tax (3,452.54) (2,814.22)

Add: Exceptional Items (57.54) (52.19)

Add: Extraordinary items 25.63 182.77

Profit/(Loss) before Tax (3,420.63) (2,944.80)

Provision for Taxation

– Tax related to earlier years 0.41 0.53

– Deferred Tax (1,112.21) (1,000.80)

Net Profit/(Loss) after Taxation (2,308.83) (1,944.52)

During the year under review, the net revenue from Sales was Rs. 12,405.51 Lacs as against Rs. 12,435.07 Lacs in the previous year representing a marginal fall in revenue. Operating Loss before interest and depreciation increased to Rs. 740.60 Lacs, as against Rs 240.24 Lacs during the previous year. Net loss after providing for interest, depreciation and tax increased to Rs. 2308.83 Lacs as against Rs. 1944.52 Lacs during the previous year mainly due to various factors such as finance cost, rising cost of raw materials, power and fuel and other consumables. The Management is hopeful of achieving higher level of production during the coming financial year.

DIVIDEND

In view of the accumulated losses, your Directors regret to state their inability to recommend any dividend for the year ended 31st March, 2013.

PERFORMANCE

CAST ROLL DIVISION

Production during the year under review decreased to 7296 MT as against 8645 MT during 2011-12. Sales decreased from 8264 MT in the last year to 7588 MT in the year 2012-13. Consequently, the total revenue from the Cast Roll division decreased to Rs. 10061.04 Lacs as compared to Rs. 11137.36 Lacs in the previous year.

FORGE ROLL DIVISION

Production during the year under review increased to 945 MT as against 624 MT during the previous year. Forge Roll sales increased from 643 MT in the last year to 1005 MT in 2012-13. Consequently, the total revenue from the Forge roll division was Rs. 2095.20 Lacs compared to Rs. 1359.32 Lacs in the previous which reflects a growth of around of 54%.

EXPORTS

During the year under review the Company exported 2247 MT of Cast Rolls as compared to 2348 MT during the previous year. Your Company is exploring new markets for Cast Rolls in Venezuela, Colombia, Brazil, Canada & other Latin American countries while strengthening its presence in the existing markets. The initial foray into the untapped European & African markets of Spain, Russia and Kenya respectively have been fruitful.

The Company exported 151 MT of Forged Steel Roll as against 142 MT during the previous year. Your Company has made foray into new markets like Malaysia, Indonesia, Africa & Ethiopia, etc and is aggressively pursuing requirements in Thailand, Brazil, Egypt, Kenya & Vietnam.

CORPORATE DEBT RESTRUCTURING

The working of your Company was adversely affected on account of abnormal rise in cost of major raw materials, cost and time overrun in the expansion cum modernization, under utilization of capacity and for various other reasons.

As a result of this, the Company started facing liquidity crunch and it was not able to fulfill some of its financial obligations. In order to overcome debt repayment obligations, your Company made a reference to the Corporate Debt Restructuring Cell ("CDR Cell") through UCO Bank for restructuring of the debts of the Company through CDR Mechanism envisaged under the Reserve Bank of India (RBI) guidelines dated August 23, 2001 and subsequent amendments thereto. Pursuant thereto, the CDR -Empowered Group ("CDR - EG") approved a restructuring scheme in terms of which the Existing Facilities were restructured in December, 2012. The Company has executed the Master Restructuring Agreement in April, 2013 (the "MRA") with the CDR Lenders in furtherance of the CDR Scheme, besides various other related documents as envisaged under the CDR Scheme. Some of the salient features of the CDR Scheme are as follows:

- Cut Off Date : 1st January 2012;

- Rescheduling of Term Loan;

- Restructuring of Working Capital consisting of cash credit, packing credit, EPC, FBN and FBP;

- Reduction in Rate of interest;

- Conversion of LC devolvement and overdrawn due to Foreign Exchange rate difference on FCNR (B) demand Loan into Working Capital Term Loan;

- Funding of interest for the period from 1st January 2012 to 31st December, 2013 by way of conversion to Funded Interest Term Loan;

- Carving out Additional Capex requirement;

- Fresh Term Loan for Additional Capex;

- Reduction in FD margin on non fund based limits.

Once the CDR Scheme is fully implemented and put through effectively the operation of the company is expected to improve.

DIRECTORS

During the year under review, Mr Yadvendra Sahai, resigned as Managing Director of the Company with effect from 19th December, 2012.

The Board of Directors accepted the resignation of Mr Yadvendra Sahai and placed on record its appreciation for the valuable contribution made by him during his tenure with the Company.

Mr. Susanta Ghosh was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 11th February, 2013 and holds office upto the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. Susanta Ghosh as a Director of the Company.

Mr. Vinod Kothari, Prof Manoj Kuamar Mitra and Dr Shekhar Chaudhuri, Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Board has recommended their re-appointment.

The details concerning the appointment / re-appointment of Directors are attached to the notice convening the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

(i) in the preparation of the financial accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there have been no material departure;

(ii) they had selected such accounting policies and applied them consistently and made judgements 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 Accounting Year;

(iii) they had taken proper and sufficient care 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; and

(iv) they had prepared the financial accounts for the year ended 31st March, 2013 on a going concern basis.

COST AUDITOR

Your Company had appointed M/s N. B. Bhattacharyya & Co., Cost Accountant, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year ended 31st March, 2012. The Cost Audit Report was filed by the Cost Auditor on 7th February, 2013 within the due date of 28th February, 2013.

In respect of the financial year ended 31st March, 2013, your Company, with the approval of the Central Government, has appointed M/s N. B. Bhattacharyya & Co., Cost Accountant, as Cost Auditors, for audit of cost records maintained by the Company. The due date for filing the Cost Audit Report is 30th September, 2013.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/s. V. Malik & Associates, Chartered Accountants, New Delhi having Firm Registration No 000155N, be re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. M/s. V. Malik & Associates Chartered Accountants, New Delhi, have under section 224(1B) of the Companies Act, 1956, furnished certificate of their eligibility for the re-appointment.

AUDITORS'' REPORT

The Auditors, in their statement under Companies (Auditor''s Report) Order 2003, annexed to their Report, have drawn attention to the following:

a) The outstanding advance for capital goods includes long outstanding advances to the tune of Rs.197.00 Lacs and advances to suppliers includes Rs.148.92 lacs in respect of which no confirmation/ schedule of delivery was available, the consequential revenue impact, if any is not ascertainable.

b) Recognition of Net Deferred Tax Asset (DTA) of Rs.1463.15 Lacs (including Rs.1112.20 Lacs for the period) in the accounts upto 31st March 2013, based on the future profitability projections made by the management.

c) Delay of more than six months in depositing of ESI aggregating to Rs.2.04 Lacs. The Board of Directors inform that:- a) As regard advance for capital goods to the tune of Rs. 197.00 Lacs and advance to suppliers to the tune of

Rs. 148.92 Lacs the management is confident that the same will be adjusted against supply of materials or realisation of advances.

b) As regard Net Deferred Tax Asset (DTA), based on the future profitability projections, management is confident of achieving the profitability in the coming years and the Company is virtually certain that there would be sufficient taxable income in the future against which the Deferred Tax Asset can be accounted for.

c) As regard, ESI it is informed that the amount relates to the contractors who have not provided details relating to the contract workers no longer working under them.

The other notes referred by the Auditors are self-explanatory and do not require further elucidation.

FIXED DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The company maintains transparency and also enhances corporate accountability.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance;

(iv) Auditors''s Certificate regarding compliance of conditions of Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure "A" and form part of this Report.

PARTICULARS OF EMPLOYEES

Your Company had 644 employees as on 31st March 2013. Particulars of the employees of the Company as required to be mentioned u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees)(Amendment) Rules 2011, are set out in Annexure "B" and form part of this report.

APPRECIATION

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co- operation extended by the customers, vendors, bankers, financial institution, investors, and both the Central and State Government and their Agencies and look forward to their continued support. Your Directors also thank the employees at all levels, for their dedication, co-operation and continued support.

For and on behalf of the Board Kolkata M. Trivedi B. N. Bhattacharjee

30th May, 2013 Director Director (Operations)


Mar 31, 2012

The Directors have pleasure in presenting the Forty Third Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Sales/Income from Operations 13559.55 16907.46

Less: Excise Duty 1124.88 1,367.46

12435.07 15,540.01

Other Income 231.15 16.50

Total Income 12666.22 15,556.50

Total Expenditure 15480.44 15,411.36

Profit/(Loss) before Tax and Exceptional Items (2814.22) 145.14

Add: Exceptional Items (52.19) (1.72)

Profit/(Loss) before Tax (2762.03) 146.86

Provision for Taxation

- Current Tax - 63.46

- Tax related to earlier years 0.53 (74.10)

- Deferred Tax Liability (1000.80) 67.01

Net Profit/(Loss) after Taxation (1944.53) 90.49

Balance brought forward 4596.92 4506.43

Surplus available for appropriation 2652.39 4596.92

Balance carried to Balance Sheet 2652.39 4596.92

During the year under review, the net revenue from Sales was Rs.12,435.07 Lacs representing a decrease of 19.98% from Rs. 15,540.01 Lacs in the previous year. Operating Profit before interest and depreciation amounted to Rs. 240.24 Lacs as against Rs 1914.17 Lacs during the previous year. Net Loss after providing for interest, depreciation and tax amounted to Rs. 1944.53 Lacs as against net profit of Rs. 90.49 Lacs during the previous year. The decrease in profitability was mainly due to increase in the finance cost, cost of inputs and power and fuel.

DIVIDEND

Your Directors regret their inability to recommend any dividend for the period ended 31st March, 2012.

PERFORMANCE CAST

ROLL DIVISION

Production during the period under review decreased to 8645 MT as against 9781 MT during 2010-11. Cast Roll sales decreased from 9701 MT in the last year to 8105 MT in 2011-12. Consequently the total revenue from the Cast Roll division decreased to Rs. 11004.32 Lacs as compared to Rs. 13217.94 Lacs in the previous year.

The sales of Special General Castings increased by 50% to 159 MT as compared to 80 MT in the last year. The revenue from the Special General Castings increased by 60% from Rs 52.06 Lacs in the year 2010-11 to Rs. 133.03 Lacs in 2011-12.

FORGE ROLL DIVISION

Production during the period under review decreased to 624 MT as against 1389 MT during the previous year. Forge Roll sales decreased from 1300 MT in the last year to 643 MT in 2011-12. Consequently the total revenue from the Forge roll division decreased to Rs. 1359.32 Lacs compared to Rs. 3046.48 Lacs in the previous year.

EXPORTS

During the year under review the Company exported 2348 MT of Cast Rolls as compared to 2099 MT during the previous year. The Company exported 142 MT of Forged Steel Roll as against 289 MT during the previous year.

The market expansion activities have met success in several advanced and developing markets like US, Germany, Belgium, Spain, Malaysia, Libya, Thailand, Taiwan, Indonesia, Kazhakstan etc. and the Company has been able to secure repeat orders from these territories.

Improved market penetration planned in Chile, Brazil, Canada, Russia, Ukraine and South Africa by appointing agents in different regions/areas.

DIRECTORS

During the period under review, Mr. L K Poddar and Mr S Banerjee resigned from the Directorship as well as services of the company with effect from 11th November, 2011. Mr. Sushil Ray resigned from the Directorship as well as services of the company with effect from 1st May, 2012. Mr R K Jena resigned as Director of the Company with effect from 11th November, 2011.

The Board of Directors accepted with regret the resignations of Mr R K Jena, Mr. L K Poddar, Mr Sushil Ray and Mr S Banerjee and placed on record its appreciation for the valuable contribution made by them during their tenure with the Company.

The nomination of Mr. N D Auddy was withdrawn by IFCI Limited with effect from 30th May, 2011. Mr. B K Roy has been nominated as Director by IFCI Ltd. in place of Mr. N D Auddy with effect from that date. The Board of Directors wish to place on record its appreciation for the services rendered by Mr. N D Auddy during his tenure as Director of the Company.

Mr. Biswanath Bhattacharjee was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 11th November, 2011 and holds office upto the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. Biswanath Bhattacharjee as a Director of the Company.

Mr Biswanath Bhattacharjee was also appointed as a Whole time Director designated as Director(Operations) for a period of five years with effect from 11th November, 2011, subject to the approval of the Members and other authorities, as may be required.

Mr. Yadvendra Sahai was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 11th November, 2011 and holds office upto the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. Yadvendra Sahai as a Director of the Company.

Mr. Yadvendra Sahai was also appointed as Managing Director for a period of five years with effect from 1st December, 2011, subject to the approval of the Members and other authorities, as may be required.

Mr. Anil Sureka, was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 29th May, 2012, and holds office up to the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr Anil Sureka as a Director of the Company.

Mr. Rajendra Kumar Parakh, was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on 29th May, 2012, and holds office up to the date of the ensuing Annual General Meeting. The Company has received Notice along with requisite deposit from a member under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. Rajendra Kumar Parakh as a Director of the Company.

Mr. Pramod Kumar Mittal and Mr. Mahesh Trivedi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Board has recommended their re-appointment.

The details concerning the appointment / re-appointment of Directors are attached to the notice convening the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

(i) in the preparation of the financial accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there have been no material departure;

(ii) they had selected such accounting policies and applied them consistently and made judgements 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 Accounting Year;

(iii) they had taken proper and sufficient care 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; and

(iv) they had prepared the financial accounts for the year ended 31 st March, 2012 on a going concern basis.

COST AUDITOR

Your Company had appointed M/s N. B. Bhattacharyya & Co., Cost Accountant, as Cost Auditors, with the approval of the Central Government, for audit of cost records maintained by the Company for the financial year ended 31st March, 2011. The Cost Audit Report was filed by the Cost Auditor on 27th September, 2011 within the due date of 30th September, 2011.

In respect of the financial year ended 31st March, 2012, your Company, with the approval of the Central Government, has appointed M/s N. B. Bhattacharyya & Co., Cost Accountant, as Cost Auditors, for audit of cost records maintained by the Company. The due date for filing the Cost Audit Report is 30th September, 2012.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/s. V. Malik & Associates, Chartered Accountants, New Delhi having Firm Registration No 000155N, be re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. M/s. V. Malik & Associates, Chartered Accountants, New Delhi, have forwarded their certificates to the Company, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors, in their statement under Companies (Auditor's Report) Order 2003, annexed to their Report, have drawn attention to the following:

a) Delays in few cases in depositing undisputed statutory dues

b) Certain delays in repayment of dues to domestic financial institutions and banks during the year and the arrears of such dues as on the Balance Sheet date

The Board of Directors inform that :-

a) Delays in few cases in depositing undisputed statutory dues have been due to mis-matches in cash flows. The company proposes to clear the same through internal accruals and working capital support.

b) Delays in repayment of dues to domestic financial institutions and banks were mainly due to mis-matches in cash flows, which are rectified, from time to time.

The other notes referred to by the Auditors are self-explanatory and do not require further elucidation.

CORPORATE DEBT RESTRUCTURING

During the year under review, due to sluggish market conditions in Steel Industry, your Company has not been able to repay certain loans as per the stipulated repayment schedule in respect of expansion-cum-modernization plan undertaken by your company. Your Company has undertaken measures to improve the financial position of the company by way of restructuring of bank loans and has already applied to Corporate Debt Restructuring (CDR) cell on March 28, 2012, for restructuring of loans. The application has been admitted by the CDR Cell at its meeting held on May 7, 2012.

FIXED DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Your company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The company maintains transparency, creates value and wealth for its shareholders, and also enhances corporate accountability.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(i) Managing Director's declaration regarding compliance of Code of Conduct by Board Members and Senior Management personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance;

(iv) Auditors's Certificate regarding compliance of conditions of Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure "A" and form part of this Report.

PERSONNEL

Employee relations continued to harmonious during the year. The Board wishes to place on record its appreciation for the efforts of all its employees. Particulars of the employees of the Company as required to be mentioned u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees)(Amendment) Rules 2011, are set out in Annexure "B" and form part of this report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the support which the Company continues to receive from the Central Government, Government of West Bengal as well as its business partners. Your Directors also thank the members for their continued support.

For and on behalf of the Board

Kolkata M Trivedi Yadvendra Sahai

29th May, 2012 Director Managing Director

 
Subscribe now to get personal finance updates in your inbox!