Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the Thirty First Annual Report on the affairs of the Company together with the Statement of Accounts for the financial year 2017-18. The summarised financial highlights for the financial year vis-a-vis the previous year are as follows:
1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
Particulars |
2017-18 |
2016-17 |
Revenue from operations |
57,555.95 |
31,546.49 |
Profit before Finance Cost, depreciation and taxes |
3,443.29 |
1,984.56 |
Less:- Finance Cost |
612.81 |
793.91 |
Depreciation and amortisation |
816.35 |
852.43 |
Profit Before Taxation |
2,014.13 |
338.22 |
Provision for Taxation |
911.04 |
79.06 |
Profit After Tax for the year |
1,103.09 |
259.16 |
Other Comprehensive Income (net of tax) |
(20.19) |
0.85 |
Total Comprehensive Income for the year |
1,082.90 |
260.01 |
Note:
Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards âInd ASâ notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017 and accordingly these financial statements along with comparative has been prepared in accordance with the recognition and measurement principles stated theirin prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. The date of transition is 1st April, 2016. The reconciliation and descriptions of the effect of the transition from IGAAP to Ind AS has been provided in Note 38 in the Notes to the financial statements.
2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS
Your Directors are pleased to report that your Company has achieved revenue of Rs. 57,556 Lakhs in the financial year 2017-18 as compared to Rs. 31,546 Lakhs in the previous financial year 2016-17, registering a growth of 82 %. The Companyâs earnings before finance cost, depreciation and tax improved to Rs. 3,443 Lakhs in current year as compared to Rs. 1,985 Lakhs in previous year. During the year under the review your Company also recorded itâs highest ever production of Hot Metal at 157,649 MT, which is 36 % higher than that of previous year. These results are attributable to the full availability of the blast furnace throughout the year and various improvement initiatives taken on the operational front and despite facing several challenges like volatile market conditions and increasing raw material prices. During the year under the review your Company posted a net profit after tax of Rs. 1,103 Lakhs for the current year in comparison to Rs. 259 Lakhs to previous year registering growth of 325%.
The benchmark financial and operational highlights of the Companyâs performance in financial year 2017-18 are an outcome of enduring effort and demonstrate your Companyâs unparallel ability to excel in volatile circumstances.
3. DIVIDEND
Keeping in view the working capital requirements of the Company, your Directors have ploughed back the profits and express their inability to declare any dividend for Equity and Preference Shares of the Company for the financial year 2017-18.
4. RESERVE
During the year under the review, the Company has not transferred any amount to the general reserve.
5. SHARE CAPITAL
During the financial year 2017-18, there was no change in the issued and subscribed capital of your Company.
6. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
7.1 Retirement by Rotation
Pursuant to the provisions of the Companies Act, 2013, Mr. Radhey Shyam Jalan (DIN : 00578800) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The information as required to be disclosed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [hereinafter referred to as âSEBI (LODR) Regulations, 2015â] in case of re-appointment of Directors is provided in the Notice of the ensuing Annual General Meeting.
7.2 Appointment and Resignation
During the financial year 2017-18 there has been no change in the Board of Directors of your Company.
7.3 Declaration of Independent Directors
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
7.4 Key Managerial Personnel
Following officials are appointed as the Key Managerial Personnel âKMPâ of the Company :
- Mr. Radhey Shyam Jalan, Chairman and Managing Director;
- Mr. Mukesh Bengani, Chief Financial Officer;
- Mrs. Ruchika Fogla, Company Secretary and Compliance Officer.
Remuneration and other details of the KMP are mentioned in the extract of the Annual Return (Form No. MGT - 9) which forms part of this Report.
7.5 Meetings of the Board
As required under Section 134 of the Companies Act, 2013 the Board of Directors met four times during the financial year 2017 - 18, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
7.6 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board of Directors. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as âAnnexure - Aâ and forms an integral part of this Report.
9. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance is annexed as âAnnexure - Bâ and forms an integral part of this Report. A certificate from the Statutory Auditors of the Company regarding compliance as per SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance. The declaration by the Managing Director stating that all the Board members and Senior Management Personnel have affirmed their compliance with the Companyâs Code of Conduct for the year ended 31st March, 2018 is given in the Corporate Governance Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is annexed herewith as âAnnexure - Câ and forms an integral part of this Report.
11. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return of the Company in Form MGT - 9 is annexed herewith as âAnnexure - Dâ and forms an integral part of this Report.
12. AUDITORS AND AUDITORSâ REPORT
12.1 Statutory Auditors
At the Annual General Meeting held on 21st September, 2017, M/s. B. N. Agrawal & Co., Chartered Accountants (Firm Reg. No. 320312E), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022. In terms of the first proviso to Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014 made thereunder, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. B. N. Agrawal & Co., Chartered Accountants as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect their appointment if ratified, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Auditorsâ Report does not contain any qualification, reservation or adverse remark and is self-explanatory and do not call for any further comments.
12.2 Cost Auditors
The Board of Directors had appointed M/s. Patangi & Co. (Firm Reg. No. 101919, Membership No. 30818) as Cost Auditors of the Company for the financial year 2018-19 in its meeting held on 30th May, 2018. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2016-17 was filed within due date.
12.3 Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rakesh Agrawal & Co., Practicing Company Secretaries (Membership No. F8792) as Secretarial Auditors of the Company. The Secretarial Audit Report in Form MR - 3 is annexed herewith as âAnnexure - Eâ and forms part of this Report. The report does not contain any qualification, reservation or adverse remark.
12.4 Internal Auditors
Your Company has appointed a reputed Chartered Accountants Firm as the Internal Auditors to carry out the Internal Audit of the business of the Company. Their scope of work and the plan for audit is approved by the Audit Committee. The Report submitted by them is regularly reviewed and their findings are discussed with the process owners and suitable corrective action is taken on an ongoing basis to improve efficiency in operations.
13. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
14. COMPLIANCE CERTIFICATE
The Board has received the Compliance Certificate as required to be given by the Chief Executive Officer and the Chief Financial Officer under Regulation 17(8) of SEBI (LODR) Regulations, 2015 is annexed herewith as âAnnexure - Fâ and forms an integral part of this Report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/VIGIL-MECHANISM.pdf.
16. NOMINATION AND REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior Management Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors had of the Company and the same has been hosted on the website of the Company at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/NOMINATION-AND-REMUNERATION-POLICY.pdf.
17. POLICY FOR PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made there under, the Company has a Policy for Prevention of Sexual Harassment in the Company. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.
The said policy may be referred to at the Companyâs website at the web link http://kicmetaliks.com/wp-content/ uploads/2016/01/PREVENTION-OF-SEXUAL-HARRASMENT-POLICY.pdf.
18. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directorsâ Report.
19. FINANCE
19.1 Public Deposits
Your Company has not accepted any deposits during the year under the review nor does the Company have any outstanding deposits under Section 73 of the Company Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 as on the date of the Balance Sheet.
19.2 Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013
The Company has not made any investment, given any loan or guarantee covered under Section 186 of the Companies Act, 2013, during the year under the review.
19.3 Contracts and arrangements with related parties
During the financial year ended 31st March, 2018, all transactions with the Related Parties as defined under the Companies Act, 2013 âActâ read with Rules framed thereunder were in the âordinary course of businessâ and âat armâs lengthâ basis and hence do not fall under the ambit of Section 188(1) of the Act. In view of the above, the disclosure required under the Act in Form AOC - 2 is not applicable for financial year 2017-18. Your Company does not have a âMaterial Subsidiary as defined under Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. Your Board shall formulate a Policy to determine Material Subsidiary as and when considered appropriate in the future.
During the year under review, your Company did not enter into any Related Party Transactions (RPTs) which require prior approval of the shareholders. All RPTâs of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed RPTâs on a quarterly basis. Your Company has an internal mechanism for the purpose of identification and monitoring of RPTâs.
The Policy on Materiality of Related Party Transactions and dealing with related party transactions, as approved by the Board of Directors may be accessed on the Companyâs website at the web link http://kicmetaliks.com/wp-content/ uploads/2016/01/RELATED-PARTY-TRANSACTION-POLICY.pdf
There was no other material RPTâs entered into by the Company with Promoters, Directors, KMP or other designated persons during financial year 2017-18, except those reported in the financial statements. Necessary disclosures required under the Ind AS 24 have been made in Note No. 34 of the Notes to the financial statements for the year ended 31st March, 2018.
19.4 Internal Financial Control
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations of the same were observed.
19.5 Insurance
Adequate insurance cover has been taken for properties of the Company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.
20. RISK MANAGEMENT
Risk management is an integral part of the strategic management of your Company. The process involves periodic identification of risk likely to affect the business from operating smoothly and adoption of appropriate measures to address the concerns. In this regard, your Company has identified inherent risks in its operations and record residual risk after taking specific risk mitigation steps. The Policy on Risk Management, as approved by the Board of Directors may be accessed on the Companyâs website at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/RISK-MANAGEMENT-POLICY.pdf.
Further details regarding the same are given in the Management and Discussion Analysis Report.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The philosophy of sustainability and business ethics has been the cornerstone of your Companyâs policies and practices. Your Company considers its interests to be inseparable from that of the community. As a result the Company has always involved itself in activities that benefit the inhabitants of the areas where its operations are located. Measures in areas such as education, health care and environment are taken by the Company, which enables the local population to improve the quality and standard of living.
22. DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors would like to inform the shareholders that the financial statements for the year 2017-18 are in conformity with the requirements of the provisions of Section 134(3)(c) read with Section 134(5) and all other applicable provisions of the Companies Act, 2013 and they believe that, the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companyâs financial condition and results of operations.
Based on the same, your Directors further confirm, according to the best of their knowledge and belief that:
a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards have been followed and there are no material departures from the same;
b) the Directors have 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 2017-18 and of the profit and loss of the Company for that period;
c) the Directors have 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 the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had no employee during the financial year ended 31st March, 2018, who was drawing remuneration in excess of limits set out under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, no disclosure is required for the same.
A. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided here below :
i) The ratio of remuneration of each Director/KMP to the median remuneration of the employees of the Company for the financial year 2017-18 :
Sl. No. |
Name of Directors/KMP and Designation |
Remuneration for financial year 2017-18 (Rs. in Lakhs) |
% increase in remuneration in the financial year 2017-18 |
Ratio of remuneration of each Director/ KMP to median remuneration of employees |
1. |
Mr. Radhey Shyam Jalan (Chairman and Managing Director) |
43.55 |
70.78 % |
31.45x |
2. |
Mr. Suresh Kumar Singhal (Non-Executive, Independent Director) |
- |
- |
- |
3. |
Mr. Laxmi Narayan Sharma (Non-Executive, Independent Director) |
- |
- |
- |
4. |
Ms. Sayantony Banerjee (Non-Executive, Independent Director) |
- |
- |
- |
5. |
Mr. Mukesh Bengani (Chief Financial Officer) |
9.18 |
5.83 % |
6.63x |
6. |
Mrs. Ruchika Fogla (Company Secretary) |
3.55 |
-34.33 % |
2.57x |
ii) The median remuneration of employees of the Company during the financial year 2017-18 was Rs. 1.38 Lakhs.
iii) In the financial year 2017-18, there was an increase of 2.82 % in the median remuneration of employees.
iv) There were 275 permanent employees on the rolls of Company as on 31st March, 2018.
v) Average percentage increase made in the salaries of employees other than the Managerial Personnel in the financial year under review i.e. 2017 - 18 was 11.08 % whereas the increase in the managerial remuneration for the same period was 42.18 %.
vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other employees.
B. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as âAnnexure - Gâ to this Report.
24. MATERIAL ORDERS
There have been no significant and material orders passed by the court or regulators or tribunals impacting the going concern status and Companyâs operations. Your attention is drawn to the Contingent Liabilities and commitments shown in the Notes to financial statements forming part of this Annual Report.
25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.
26. OTHER DISCLOSURES
The Company has proper and adequate systems and processes in place to ensure compliance with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India.
No disclosure or reporting is made in respect of the following items as there were no transactions or change during the year under review:
- Details relating to deposits covered under Chapter V of the Act;
- Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
- Issue of Shares to the employees of the Company under any scheme (sweat Equity or Stock Options)
- The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;
- There was no revision in the financial statements other than as required to be done as per Ind AS.
27. ACKNOWLEGEMENT
Your Directors would like to place on record its appreciation for the committed services put in by the employees of the Company. Your Directors would also like to convey its sincere gratitude to the shareholders, bankers, regulatory bodies, clients and other business constituents for their continued co-operation and support received.
ANNEXURESTO THIS REPORT
A brief summary of the annexures accompanying this Report are given as below:
Annexure |
Particulars |
A |
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. |
B |
Corporate Governance Report. |
C |
Management and Discussion and Analysis Report. |
D |
Extract of Annual Return in Form MGT - 9. |
E |
Secretarial Audit Report in Form MR - 3. |
F |
CEO/CFO Certification |
G |
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
For and on behalf of the Board of Directors
Place : Kolkata Radhey Shyam Jalan
Dated : The 27th day of July, 2018 Chairman and Managing Director
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting the Twenty Ninth Annual Report on the affairs of the Company together with the Statement of Accounts for the financial year 2015-16. The summarized financial highlights for the financial year vis-a-vis the previous year are as follows :
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars |
2015-16 |
2014-15 |
Earnings before interest (finance cost), depreciation and amortization and taxation |
1685.61 |
1,992.39 |
Less : Finance Costs |
751.38 |
1,075.48 |
Less : Depreciation and amortization expenses |
863.39 |
894.47 |
Profit Before Taxation |
70.84 |
22.44 |
Less : Tax expenses [net of deferred tax effect and MAT credit entitlement] |
(4.32) |
(154.56) |
Profit After Taxation |
75.16 |
177.00 |
Add : Surplus brought forward |
1445.02 |
1,349.58 |
Less : Adjustment relating to depreciation on Fixed Assets (pursuant to enactment of Schedule II to the Companies Act, 2013) |
â |
81.54 |
Net surplus carried to Balance Sheet |
1520.18 |
1,445.02 |
2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
During the year under review your Company has produced 128,358 MT of Hot Metal as compared to 122,981 MT in the previous year registering an increase of 4.37% over the last financial year. The gross turnover of the Company was Rs. 34,159 Lakhs in 201516 in comparison to Rs. 46,171 Lakhs in 2014-15. Although there is a moderate increase in quantitative production of pig iron, turnover of your Company has reduced substantially which can be attributed to decline in trade sales and considerable fall in the prices of the finished product of the Company during the financial year under review.
The Earning before interest, depreciation and taxation has also declined to Rs. 1685.61 Lakhs in comparison to Rs. 1992.39 Lakhs in previous financial year. However due to lower finance cost, Profit after finance cost and depreciation but before taxation stand to Rs. 70.84 Lakhs as compared to Rs. 22.44 Lakhs in previous year.
3. DIVIDEND
Keeping in view the working capital requirements of the Company, your Directors have ploughed back the profits and express their inability to declare any dividend for Equity and Preference shares of the Company for the financial year 2015-16.
4. RESERVE
During the year under the review, the Company has not transferred any amount to the general reserve.
5. SHARE CAPITAL
During the financial year 2015-16, there was no change in the issued and subscribed capital of your Company.
6. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
7.1 Retirement by Rotation
Pursuant to the provisions of the Companies Act, 2013, Mr. Radhey Shyam Jalan (DIN: 00578800) Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The information as required to be disclosed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [hereinafter referred to as "SEBI (LODR) Regulations, 2015"] in case of re-appointment of Directors is provided in the Notice of the ensuing Annual General Meeting.
7.2 Appointment and Resignation
Mr. Barun Kumar Singh, Whole Time Director designated as Executive Director of the Company resigned from the directorship of the Company w.e.f. 3rd September, 2015. Your Board places on record its appreciation for valuable services rendered by him during his tenure as a Director of the Company.
7.3 Declaration of Independent Directors
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
7.4 Key Managerial Personnel
Following officials are appointed as the Key Managerial Personnel ("KMPâ) of the Company :
-Mr. Radhey Shyam Jalan, Chairman and Managing Director;
-Mr. Mukesh Bengani, Chief Financial Officer; and
-Mrs. Ruchika Fogla, Company Secretary and Compliance Officer.
Remuneration and other details of the KMP are mentioned in the extract of the Annual Return which forms part of this report.
7.5 Meetings of the Board
As required under Section 134(3)(b) of the Companies Act, 2013,the Board of Directors met five times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
7.6 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration 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, etc.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board of Directors. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ''Annexure - A'' and forms part of this Report.
9. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on corporate Governance is annexed as ''Annexure - B'' and forms an integral part of this Report. A certificate from the Statutory Auditors of the Company regarding compliance as per SEBI (LODR) Regulations, 2015 is annexed to the Report on Corporate Governance. The declaration by the Managing Director stating that all the Board members and Senior Management Personnel have affirmed their compliance with the Company''s Code of Conduct for the year ended 31st March, 2016 is forming part of this Annual Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is annexed herewith as ''Annexure - C'' and forms an integral part of this Report.
11. COMPLIANCE CERTIFICATE
The Board has received the Compliance Certificate as required to be given by the Chief Executive Officer and the Chief Financial Officer under Regulation 17(8) of SEBI (LODR) Regulations, 2015.
12. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return of the Company in Form MGT - 9 is annexed herewith as ''Annexure - D'' and forms an integral part of this Report.
13. AUDITORS AND AUDITORS'' REPORT
13.1 Statutory Auditors
At the Annual General Meeting held on 9th September, 2014, M/s. Agarwal Maheswari & Co., Chartered Accountants (Firm Reg. No. 314030E), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014 made there under, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Maheswari & Co., Chartered Accountants as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the Auditors to the effect their appointment if ratified, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Auditors'' Report does not contain any qualification, reservation or adverse remark and is self-explanatory and do not call for any further comments.
13.2 Cost Auditors
The Board of Directors had appointed M/s. Patangi & Co. (Firm Reg. No. 101919, Membership No. 30818) as Cost Auditors of the Company for the financial year 2016-17 in its meeting held on 30th May, 2016. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2014-15 was filed within due date.
13.3 Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Company has appointed M/s. Rakesh Agrawal & Co., Practicing Company Secretaries (Membership No. 25326) as Secretarial Auditors of the Company. The Secretarial Audit Report in Form MR - 3 is annexed herewith as ''Annexure - E'' and forms part of this Report. It does not contain any qualification, reservation or adverse remark.
13.4 Internal Auditors
Your Company has appointed M/s. B. N. Agrawal & Co., Chartered Accountants as the Internal Auditors to carry out the Internal Audit of various operation areas of the Company. Their scope of work and the plan for audit is approved by the Audit Committee. The Report submitted by them is regularly reviewed and their findings are discussed with the process owners and suitable corrective action is taken on an ongoing basis to improve efficiency in operations.
14. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/VIGIL-MECHANISM.pdf.
15. NOMINATION AND REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior Management Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors and is annexed herewith as ''Annexure - F'' and forms part of this Report. More details on the same are given in the Corporate Governance Report. The said policy can also be referred to at the Company''s website at the web link http://kicmetaliks.com/wp-content/uploads/2016/01/NOMINATION-AND-REMUNERATION-POLICY.pdf
16. POLICY FOR PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. Pursuant to Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and rules made there under, the Company has a Policy for prevention of Sexual Harassment in the Company. All employees (permanent, contractual, temporary and trainees) are covered under this policy.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.
The said policy may be referred to at the Company''s website at the web link http://kicmetaliks.com/wp-content/ uploads/2016/01/PREVENTION-OF-SEXUAL-HARRASMENT-POLICY.pdf
17. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. Further details of Audit Committee are given in the Corporate Governance Report annexed as a part of the Directors'' Report.
18. FINANCE
18.1 Public Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
18.2 Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013
The Company has not made any investment, given any loan or guarantee covered under Section 186 of the Companies Act, 2013, during the year under the review.
18.3 Contracts and arrangements with related parties
During the year under review there were no contract and arrangements entered into between the Company and related parties except remuneration paid to Key Managerial Personnel including Directors of the Company.
The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors may be accessed on the Company''s website at the web link http://kicmetaliks.com/wp-content/ uploads/2016/01/RELATED-PARTY-TRANSACTION-POLICY.pdf. Your Directors draw attention of the shareholders to Note No. 30 to the financial statements which set out related party disclosures.
18.4 Internal Financial Control
The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations of the same were observed.
18.5 Insurance
Adequate insurance cover has been taken for properties of the Company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.
19. RISK MANAGEMENT
Risk management is an integral part of the strategic management of your Company. The process involves periodic identification of risk likely to affect the business from operating smoothly and adoption of appropriate measures to address the concerns. In this regard, your Company has identified inherent risks in its operations and record residual risk after taking specific risk mitigation steps. The Policy on risk management, as approved by the Board of Directors may be accessed on the Company''s website at the web link http://kicmetaliks.com/wp-content/uploads/2Q16/Q1/RISK-MANAGEMENT-POLICY.pdf
Further details regarding the same are given in the Management and Discussion Analysis Report.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has always given priority to the all-round development of the people residing in and around the Company''s area of operations. Company understands that there is a need to strike a balance between the overall objectives of achieving corporate excellence vis-a-vis the corporate responsibility towards the community. This twin objective of business and social commitment has prompted your Company to embark upon programmes of education, health and infrastructural development endeavors; an attempt to invest technology with a human face.
21. DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors would like to inform the shareholders that the audited accounts containing the financial statements for the year 2015-16 are in conformity with the requirements of the provisions of Section 134(3)(c) read with Section 134(5) and all other applicable provisions of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. The Statutory Auditors, M/s. Agarwal Maheswari & Co., Chartered Accountants, Kolkata have audited these financial statements.
Based on the same, your Directors further confirm that according to their information:
a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed and there are no material departures from the same;
b) the Directors have 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 2015-16 and of the profit and loss of the Company for that period;
c) the Directors have 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 the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had no employee during the financial year ended 31st March, 2016, who was drawing remuneration in excess of limits set out under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no disclosure is required for the same.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided here below :
i) The ratio of remuneration of each Director/KMP to the median remuneration of the employees of the Company for the financial year 2015-16 :
Sl. No. |
Name of Directors/ KMP and Designation |
Remuneration for financial year 2015-16 (Rs.in Lakhs) |
% increase in remuneration in the financial year 2015-16 |
Ratio of remuneration of each Director/KMP to median remuneration of employees |
1. |
Mr. Radhey Shyam Jalan (Chairman and Managing Director) |
18.00 |
- |
13.04x |
2. |
Mr. Barun Kumar Singh1 (Whole Time Director) |
7.66 |
- |
- |
3. |
Mr. Suresh Kumar Singhal (Non-Executive, Independent Director) |
- |
- |
- |
4. |
Mr. Laxmi Narayan Sharma (Non-Executive, Independent Director) |
- |
- |
- |
5. |
Ms. Sayantony Banerjee (Non-Executive, Independent Director) |
- |
- |
- |
6. |
Mr. Mukesh Bengani (Chief Financial Officer) |
8.30 |
4.80% |
6.01x |
7. |
Mrs. Ruchika Fogla (Company Secretary) |
5.25 |
2.94% |
3.80x |
Note :
1 Resigned from the Board w.e.f 3rd September, 2015.
ii) The median remuneration of employees of the Company during the financial year 2015-16 was Rs. 1.38 Lakhs.
iii) In the financial year 2015-16, there was an increase of 5.19 % in the median remuneration of employees.
iv) There were 258 permanent employees on the rolls of Company as on 31st March, 2016.
v) Relationship between average increase in remuneration and Company performance :
The Profit Before Tax for the financial year ended 31st March, 2016 is Rs. 70.84 Lakhs as compared to Rs. 22.44 Lakhs in the previous financial year 2014-15. The average increase in median remuneration is 5.19 % which was based on parameters such as individual performance of concerned employee, comparative compensation as per the market scenario, inflation and performance of the Company.
vi) Comparison of remuneration of the Key Managerial Personnel against the performance of the Company :
The total remuneration of Key Managerial Personnel increased from Rs. 31.02 Lakhs in the financial year 2014-15 to Rs. 31.55 Lakhs in the financial year 2015-16, an increase of 1.71%.**
Note : ** Remuneration of Mr. Barun Kumar Singh is not taken into consideration both for this financial year and the previous financial year as he has resigned from the Board w.e.f 3rd September, 2015.
The increase in the total remuneration of Key Managerial Personnel was based on individual performance of the concerned personnel, their roles and responsibilities.
vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year :
Sl. No. |
Particulars |
31st March, 2016 |
31st March, 2015 |
% Change |
a) |
Market Capitalization (Rs. in Lakhs) |
12,423.60 |
28,765.96 |
(-)56.81% |
b) |
Price Earnings Ratio |
165.09 |
162.73 |
1.43% |
viii) Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer :
The Company had come out with Initial Public Offer in 1994 at a price of Rs. 10 per share which is worth of Rs. 175.00 per shares as on 31st March, 2016 which indicates an increase of 1650% over last Initial Public Offer in 1994.
ix) Average percentage increase made in the salaries of employees other than the Managerial Personnel in the financial year under review i.e. 2015-16 was 2.36% whereas the increase in the managerial remuneration for the same period was 1.71%.
x) The key parameters for variable component of remuneration availed by the Directors - Not Applicable.
xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year - Not Applicable; and
xii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
23. MATERIAL ORDERS
There have been no significant and material orders passed by the court or regulators or tribunals impacting the going concern status and Company''s operations. Your attention is drawn to the Contingent Liabilities and commitments shown in the Notes to Financial Statements forming part of this Annual Report.
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.
25. ACKNOWLEGEMENT
Your Directors take this opportunity to place on record their appreciation on the dedication and commitment of employees at all levels, resulting in the successful performance of the Company during the year under review. Your Directors would also like to thank and express their gratitude for the support and co-operation received from employees of the Company, shareholders, customers, agents, suppliers, bankers, Government authorities and all the other business associates and also for the confidence reposed in its management.
ANNEXURESTO THIS REPORT
A brief summary of the annexure accompanying this Report are given as below :
Annexure |
Particulars |
A |
Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo. |
B |
Corporate Governance Report. |
C |
Management and Discussion and Analysis Report. |
D |
Extract of Annual Return in Form MGT - 9. |
E |
Secretarial Audit Report in Form MR - 3. |
F |
Nomination And Remuneration Policy. |
For and on behalf of the Board of Directors
Place : Kolkata Radhey Shyam Jalan
Dated : The 30th day of May, 2016 Chairman and Managing Director
Mar 31, 2015
The Directors have pleasure in presenting the Twenty Eighth Annual
Report on the affairs of the Company together with the Statement of
Accounts for the financial year ended on 31st March, 2015. The
summarised financial highlights for the financial year vis-s-vis
the previous year are as follows :
1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
Particulars As at
31.03.2015 As at
31.03.2014
Earnings before interest (finance cost),
depreciation and amortization 1,992.39 1,934.60
exceptional items and taxation
Less : Finance Costs 1,075.48 1,089.93
Less : Exceptional items (Loss on sale/
discard of Fixed Assets) - (314.14)
Less : Depreciation and amortization expenses 894.47 963.69
Profit/(Loss) Before Taxation 22.44 (433.16)
Less : Tax expenses [net of deferred
tax effect and MAT credit entitlement/ (154.56) 1.65
written off (net)]
Profit/(Loss) After Taxation 177.00 (434.81)
Add : Surplus brought forward 1,349.58 1,784.39
Less : Adjustment relating to depreciation
on Fixed Assets (pursuant to 81.55 -
enactment of Schedule II to the Companies Act,
2013)
Surplus available for appropriation 1,445.03 1,349.58
Less : Appropriations - -
Net surplus carried to Balance Sheet 1,445.03 1,349.58
2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY'S
AFFAIRS
During the year under review your Company has produced 122,981 MT of
Hot Metal as compared to 62,833 MT in the previous year. Due to
modernization cum expansion of the Mini Blast Furnace of the Company in
second half of the financial year 2013- 14, the production has almost
doubled in the current year as compared to previous year. The gross
turnover of the Company was Rs. 46,171 Lakhs in 2014-15 in comparison to
Rs. 49,357 Lakhs in 2013-14. The Company has earned a Profit Before Tax
of Rs. 22.44 Lakhs as compared to a Loss of Rs. 433.16 Lakhs in the previous
year.
3. DIVIDEND
Keeping in view the working capital requirements of the Company, your
Directors have ploughed back the profits and express their inability to
declare any dividend for Equity and Preference shares of the Company
for the financial year ended 31st March, 2015.
4. RESERVE
During the year under the review the Company has not transferred any
amount to the general reserve.
5. SHARE CAPITAL
As on 31st March, 2015, the paid up Equity Share Capital of your
Company was Rs. 709 Lakhs and paid up Preference Share Capital of your
Company was Rs. 4,510 Lakhs. During the year under review the Company has
not raised any form of Share Capital.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
6.1 Retirement by Rotation
Pursuant to the provisions of the Companies Act, 2013, Mr. R. S. Jalan
(DIN: 00578800) Managing Director of the Company, retires by rotation
at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment. Te information as required to be disclosed under
Clause 49 of the Listing Agreement in case of re-appointment of
Directors is provided in the Notice of the ensuing Annual General
Meeting.
6.2 Appointment
The tenure of Mr. B. K. Singh, Executive Director designated as Whole
Time Director of the Company expired on 29th May, 2015. Looking to the
valuable contributions being made by him for development of the
Company, the Board of Directors on the recommendation of the Nomination
and Remuneration Committee has re-appointed him for a period of 3 years
with effect from 30th May, 2015 subject to the approval of the
shareholders of the Company at the ensuing Annual General Meeting.
Further details about the above Director are given in the Corporate
Governance Report as well as in the Notice of the ensuing Annual
General Meeting.
6.3 Independent Directors
During the year under review, the shareholders approved the appointment
of Ms. S. Banerjee, Mr. S. K. Singhal and Mr. L. N. Sharma as Non
Executive Independent Directors of the Company who are not liable to
retire by rotation.
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
6.4 Key Managerial Personnel
At the Board Meeting held on 28th May, 2014, Mr. M. Bengani, Chief
Financial Officer and Mrs. R. Fogla (Dhanuka), Company Secretary were
designated as 'Key Managerial Personnel' of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
6.5 Meetings of the Board
The Board of Directors met five times during the financial year
2014-15, the details of which are given in the Corporate Governance
Report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the
Companies Act, 2013.
6.6 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board of Directors has carried out the
annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its
Committees. A structured questionnaire was prepared after taking into
consideration 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, etc.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company and
its minority shareholders, etc. The performance evaluation of the
Independent Directors was carried out by the entire Board of Directors.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Secretarial Department. The Directors
expressed their satisfaction with the evaluation process.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed herewith as 'Annexure - A and forms part of this
Report.
8. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Report on Corporate Governance is annexed as
'Annexure - B' and forms an integral part of this Report. The requisite
certificate from the Statutory Auditors of the Company confirming
compliance with the conditions of Corporate Governance is also annexed
to the Report on Corporate Governance. The Company has paid the
requisite Annual Listing Fees to the Stock Exchanges.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirement of Clause 49 of the Listing
Agreement, Management Discussion and Analysis Report is annexed
herewith as 'Annexure - C and forms an integral part of this Report.
10. CEO/CFO CERTIFICATION
 i The Managing Director/Chief Financial Officer certification as
required under Clause 49 of the Listing Agreement is annexed to the
Corporate Governance Report and forms part of this Report.
11. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an
extract of Annual Return of the Company in Form MGT - 9 is annexed
herewith as 'Annexure - D' and forms an integral part of this Report.
12. AUDITORS AND AUDITORS' REPORT
12.1 Statutory Auditors
At the Annual General Meeting held on 9th September, 2014, M/s. Agarwal
Maheswari & Co., Chartered Accountants (Firm Reg. No. 314030E), were
appointed as Statutory Auditors of the Company to hold office till the
conclusion of the Annual General Meeting to be held in the calendar
year 2017. In terms of the first proviso to Section 139 of the
Companies Act, 2013 read with Rule 3 of the Companies (Audit and
Auditors) Rules, 2014 made thereunder, the appointment of the Auditors
shall be placed for ratification at every Annual General Meeting.
Accordingly, the appointment of M/s. Agarwal Maheswari & Co., Chartered
Accountants (Firm Reg. No. 314030E) as Statutory Auditors of the
Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the Auditors to the
effect their appointment if ratified, would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The Auditors' Report does not contain any qualification, reservation or
adverse remark and is self-explanatory and do not call for any further
comments.
12.2 Cost Auditors
The Board of Directors had appointed M/s. Sohan Lal Jalan & Associates
(Firm Reg. No. 101620, Membership No. 7442) as Cost Auditors of the
Company for the financial year 2015-16 in its meeting held on 30th May,
2015. Their remuneration is subject to ratification by shareholders at
the ensuing Annual General Meeting. Cost Audit Report for the financial
year 2013-14 was filed on 26th September, 2014 (due date - 30th
September, 2014).
12.3 Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014, the Company has appointed M/s. Rakesh Agrawal & Co.,
Practicing Company Secretaries (Membership No. 25326) as Secretarial
Auditors of the Company. The Secretarial Audit Report in Form MR - 3 is
annexed herewith as 'Annexure - E' and forms part of this Report. It
does not contain any qualification, reservation or adverse remark.
12.4 Internal Auditors
Your Company has appointed M/s. B. N. Agrawal & Co., Chartered
Accountants as the Internal Auditors to carry out the Internal Audit of
various operation areas of the Company. Their scope of work and the
plan for audit is approved by the Audit Committee. The Report submitted
by them is regularly reviewed and their findings are discussed with the
process owners and suitable corrective action is taken on an ongoing
basis to improve efficiency in operations.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Board of Directors had approved the Policy on Vigil Mechanism/Whistle
Blower and the same has been hosted on the website of the Company at
http://kicmetaliks.com/images/Vigil_Mechanism.pdf. This Policy
inter-alia provides a direct access to the Chairman of the Audit
Committee.
Your Company hereby affirms that no Director/employee have been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
14. NOMINATION AND REMUNERATION POLICY
Te Company follows a policy on remuneration of Directors and Senior
Management Personnel. The policy is approved by the Nomination and
Remuneration Committee and the Board of Directors and is annexed
herewith as 'Annexure - H' and forms part of this Report. More details
on the same are given in the Corporate Governance Report.
15. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 177 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. Further
details of Audit Committee are given in the Corporate Governance Report
annexed as a part of the Directors' Report.
16. FINANCE
16.1 Public Deposits
The Company has neither accepted nor renewed any deposits during the
year under review.
16.2 Particulars of loans, guarantees or investments under Section 186
of the Companies Act, 2013
The Company has not made any investment, given any loan or guarantee
covered under Section 186 of the Companies Act, 2013, during the year
under the review.
16.3 Contracts and arrangements with related parties
During the year under review there were no contract and arrangements
entered into between the Company and related parties except
remuneration paid to Key Managerial Personnel including Directors of
the Company.
The Policy on materiality of related party transactions and dealing
with related party transactions, as approved by the Board of Directors
may be accessed on the Company's website at
http://kicmetaliks.com/images/Related_party_transaction_ policy.pdf.
Your Directors draw attention of the shareholders to Note No. 31 to the
financial statements which sets out related party disclosures.
16.4 Internal Financial Control
The Company has in place adequate internal financial control with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operations
of the same were observed.
16.5 Insurance
Adequate insurance cover has been taken for properties of the Company
including buildings, plant and machineries and stocks against fire,
earthquake and other risks as considered necessary.
17. RISK MANAGEMENT
Risk management is an integral part of the strategic management of your
Company. Te process involves periodic identification of risk likely to
affect the business from operating smoothly and adoption of appropriate
measures to address the concerns. In this regard, your Company has
identified inherent risks in its operations and records residual risk
after taking specific risk mitigation steps.
Further details regarding the same are given in the Management and
Discussion Analysis Report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has always given priority to the all-round development of
the people residing in and around the Company's area of operations.
Company understands that there is a need to strike a balance between
the overall objectives of achieving corporate excellence vis-Ã -vis the
corporate responsibility towards the community. Tis twin objective of
business and social commitment has prompted your Company to embark upon
programmes of education, health and infrastructural development
endeavors; an attempt to invest technology with a human face.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, and based upon
the representations received from the management, the Board of
Directors of the Company hereby confirm that :
a) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2015, the applicable Accounting Standards have been
followed and there are no material departures from the same;
b) the Directors have 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 2014-15 and of the
profit and loss of the Company for that period;
c) the Directors have 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
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the Annual Accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively;
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had no employee during the financial year ended 31st March,
2015, who was drawing remuneration in excess of limits set out under
Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Hence no disclosure is required for
the same.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided here below :
i) The ratio of remuneration of each Director/KMP to the median
remuneration of the employees of the Company for the financial year
2014-15 :
Sl.
No. Name of Directors/KMP and Remuneration % Increase
in Ratio of
remunera
tion
Designation for financial
year remuneration
in of each
Director/to
2014-15 the
financial
year median
remuneration
(in Lakhs) 2014-15 of employees
1. Mr. R. S. Jalan 18.00 25.34 13.74x
(Chairman and Managing
Director)
2. Mr. B. K. Singh 18.04 - 13.77x
(Whole Time Director)
3. Mr. S. K. Singhal - - -
(Non-Executive, Independent
Director)
4. Mr. L. N. Sharma - - -
(Non-Executive, Independent
Director)
5. Ms. S. Banerjee - - -
(Non-Executive, Independent
Director)
6. Mr. M. Bengani 7.92 22.03 6.05x
(Chief Financial Officer)
7. Mrs. R. Fogla (Dhanuka) 5.10 14.00 3.80x
(Company Secretary)
ii) The median remuneration of employees of the Company during the
financial year 2014-15 was Rs. 1.31 Lakhs.
iii) In the financial year 2014-15, there was an increase of 17.05% in
the median remuneration of employees.
iv) There were 278 permanent employees on the rolls of Company as on
31st March, 2015.
v) Relationship between average increase in remuneration and Company
performance :
The Profit Before Tax for the financial year ended 31st March, 2015 is Rs.
22.44 Lakhs in comparison to a loss of Rs. 433.16 Lakhs in the financial
year 2013-14. The average increase in median remuneration is 17.05%
which was based on parameters such as individual performance of
concerned employee, comparative compensation as per the market
scenario, inflation and performance of the Company.
vi) Comparison of remuneration of the Key Managerial Personnel against
the performance of the Company:
The total remuneration of Key Managerial Personnel increased from Rs.
43.36 Lakhs in the financial year 2013-14 to Rs. 49.06 Lakhs in the
financial year 2014-15, an increase of 13.13%.
The increase in the total remuneration of Key Managerial Personnel was
based on individual performance of the concerned personnel, their roles
and responsibilities and overall performance of the Company.
vii) Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year :
Sl.
No. Particulars 31st March, 2015 31st March, 2014 % Change
a) Market Capitalisation
(Rs. in Lakhs) 28,765.96 3,336.62 762.13%
b) Price Earnings Ratio 162.73 N.A. since EPS
was negative
viii) Percentage increase or decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer :
The Company had come out with Initial Public Offer in 1994 at a price
of Rs. 10 per share which is worth of Rs. 405.20 per share as on 31st
March, 2015 which indicates an increase of 3952% over last Initial
Public Offer in 1994.
ix) Average percentage increase made in the salaries of employees other
than the Managerial Personnel in the last financial year i.e. 2014-15
was 23.27% whereas the increase in the managerial remuneration for the
same financial year was 13.13%.
x) The key parameters for the variable component of remuneration
availed by the Directors : Not Applicable.
xi) The ratio of the remuneration of the highest paid Director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid Director during the year : Not Applicable;
and
xii) It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other
Employees.
21. MATERIAL ORDERS
No material orders were passed by any Regulators or Courts or Tribunals
that will impact the going concern status and Company's operations in
future.
22. MATERIAL CHANGES
No material changes and commitments have occurred after the close of
the financial year till the date of this Report, which affect the
financial position of the Company.
23. ANNEXURES TO THIS REPORT
A brief summary of the annexures accompanying this Report are given as
below :
Anne
xure Particulars
A Conservation of Energy, Technology Absorption And
Foreign Exchange Earnings and Outgo.
B Corporate Governance Report.
C Management and Discussion and Analysis Report.
D Extract of Annual Return in Form MGT - 9.
E Secretarial Audit Report in Form MR - 3.
F Nomination and Remuneration Policy.
24. ACKNOWLEGEMENT
Your Directors wish to convey their appreciation to all the Company's
employees for their enormous efforts as well as their collective
contribution to the Company's performance. Your Directors acknowledge
with gratitude the co-operation and support extended by the Company's
Bankers and valued customers. We also take this opportunity to thank
the shareholders, suppliers, and all the other business associates for
the continuous support given by them to the Company and their
confidence reposed in the management.
For and on behalf of the Board of Directors
Place : Kolkata R. S. Jalan
Dated : The 30th day
of May, 2015 Chairman and Managing Director
Mar 31, 2014
Dear Shareholders
The Directors have pleasure in presenting the Twenty Seventh Annual
Report on the affairs of the Company together with the Statement of
Accounts for the financial year ended on 31st March, 2014. The
summarised financial results for the financial year vis-s-vis the
previous year are as follows :
1. FINANCIAL HIGHLIGHTS 2013-14 (Rs. in Lakhs)
Particulars 2013-14 2012-13
Profit before Depreciation, Exceptional
items & Taxation 844.67 1,694.07
Less : Exceptional items (loss on sale/
discard of Fixed Assets) (314.14) (300.80)
Less : Depreciation and Amortisation (963.69) (978.50)
Profit before Taxation (433.16) 414.77
Less : Taxation including Deferred Tax 1.65 (276.63)
Add : MAT credit entitlement - 82.99
Profit after Taxation (434.81) 221.13
Balance brought forward from earlier year 1,784.39 1,563.26
Surplus carried to Balance Sheet 1,349.58 1,784.39
2. PERFORMANCE
During the year under review, the Company has produced 62,833 MT of Hot
Metal as compared to 63,718 MT in the previous year. The production had
decreased slightly over previous year due to shutdown of Mini Blast
Furnace for 4 months for modernization cum expansion. The production of
Portland Slag Cement was 546 MT as compared to 977 MT in the previous
year. Decline in production of Portland Slag Cement was due to lower
demand of the product. The gross turnover of the Company was Rs. 49,357
Lakhs in 2013-14 in comparison to Rs. 50,341 Lakhs in 2012-13. The
Company has incurred a loss of Rs. 434.81 Lakhs as compared to a profit
of Rs. 221.13 Lakhs in the previous year.
3. PROJECTS AND EXPANSION
During the year under the review, your Company upgraded and enhanced
the capacity of its Mini Blast Furnace (MBF) at Durgapur Plant by way
of modernization cum expansion plan using state of art technology by
replacing its major old equipments, as a result of which, the installed
annual capacity of the MBF increased from 1,10,000 MT to 1,65,000 MT.
This move will help your Company to reduce coke consumption in MBF and
achieve cost benefits in production of Hot Metal.
In addition to above, the 3,36,600 MTPA capacity Sinter Plant and 4.7
MW waste heat recovery based Captive Power Plant at Durgapur are in
operation from the last fiscal. It is expected that these investments
will contribute to a better operating performance in 2014-2015.
4. CHANGES IN THE CAPITAL STRUCTURE
As on 31st March, 2014, the Authorised Share Capital of the Company
stands at Rs. 10,000 Lakhs, which is divided into 250 Lakhs Equity Shares
of Rs. 10 (Rupees ten) each amounting to Rs. 2,500 Lakhs and 750 Lakhs
Preference Shares of Rs. 10 (Rupees ten) each amounting to Rs. 7,500 Lakhs.
In March 2013, the Company had issued on private placement basis, 7%
Non-cumulative, Redeemable Preference Shares of face value Rs. 10/-
(Rupees ten) each at par to investor aggregating to Rs. 450 Lakhs.
Consequent to the issue and allotment of the Preference Shares as
aforesaid, the Issued, Subscribed and Paid-up Preference Share Capital
of the Company stands increased from Rs. 4,060 Lakhs to Rs. 4,510 Lakhs and
the Equity Share Capital stands at Rs. 709 Lakhs as on 31st March, 2014.
5. DIVIDEND
In view of the losses suffered by your Company during the year under
review your Directors do not recommend any dividend for the 2013-14.
6. DIRECTORS
In view of the provisions of the Companies Act, 2013 ''Act'', Mr. Radhey
Shyam Jalan (DIN: 00578800) and Mr. Barun Kumar Singh (DIN: 05292536)
have now become retiring Directors. Thus they retire from the ''Board''
by rotation this year and being eligible, offer themselves for
re-appointment. The information as required to be disclosed under
clause 49 of the Listing Agreement in case of re-appointment of
Directors is provided in the Notice of the ensuing Annual General
Meeting.
Pursuant to section 149(4) of the ''Act'', every Listed Company is
required to appoint at least one third of its Directors as Independent
Directors. The ''Board'' already has one half of its Directors in the
category of Independent Directors in terms of the provisions of clause
49 of the Listing Agreement. The ''Board'' therefore, in its meeting held
on 28th May, 2014 appointed the existing Independent Directors under
clause 49 as ''Independent Directors'' pursuant to ''Act'', subject to
approval of shareholders.
As required under the ''Act'' and the Rules made there under, the same is
now put up for approval of shareholders at the ensuing Annual General
Meeting. Necessary details have been annexed to the Notice of the
meeting in terms of section 102(1) of the ''Act''.
The Independent Directors have submitted the declaration of
independence, as required pursuant to section 149(7) of the ''Act''
stating that they meet the criteria of independence as provided in
sub-section(6).
With the appointment of independent directors, the conditions specified
in the ''Act'' and the Rules made there under and also under new clause
49 of the listing agreement stand complied.
7. LISTING AND DEMATERIALISATION
The Equity Shares of the Company continued to be listed on BSE which
enables the shareholders/investors to trade in the shares of the
Company from any part of the country without any difficulty.
The Annual Listing Fee for the financial year 2013-14 had been paid to
the concerned Stock Exchange. As the shareholders are aware, your
Company''s shares are tradable compulsorily in electronic form and your
Company has connectivity with both the depositories, i.e. National
Securities Depository Limited (NSDL) & Central Depository Services
(India) Limited (CDSL). Shareholders are thus requested to avail the
facility of dematerialisation of the Company''s shares on either of the
depositories as aforesaid, if not already done.
8. AUDITORS AND AUDITOR''S REPORT
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made thereunder, the current Statutory Auditors of the
Company, M/s. Agarwal Maheshwari & Co., Chartered Accountants (Firm
Registration Number-314030E) are eligible to hold the office for a
period of further three years.
The shareholders are requested to appoint M/s. Agarwal Maheshwari &
Co., as Auditors for three years from the conclusion of the ensuing
Annual General Meeting till the conclusion of the 30th Annual General
Meeting in calendar year 2017 and to fix their remuneration.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
9. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 292A of the
Companies Act, 1956/Section 177 of the Companies Act, 2013 and of
Clause 49 of the Listing Agreement. Further details of Audit Committee
are given in the Corporate Governance Report annexed as a part of the
Directors'' Report.
10. COST AUDITORS
The ''Board'' had appointed M/s. Sohan Lal Jalan & Associates (Firm
Registration Number-101620, Membership No. 7442) as Cost Auditors of
the Company for the year 2014-15 in its meeting held on 28th May, 2014.
Their remuneration is subject to ratification by shareholders at the
ensuing Annual General Meeting.
11. SECRETARIAL AUDITORS
The ''Board'' had appointed M/s. Rakesh Agrawal & Co., Practicing Company
Secretaries (Membership Number-25326) as Secretarial Auditors of the
Company for the year 2014-15 in its meeting held on 28th May, 2014.
Their remuneration is subject to ratification by shareholders at the
ensuing Annual General Meeting.
12. PUBLIC DEPOSITS AND BUY BACK OF SHARES
The Company has not accepted any deposits from the public to which the
provisions of sections 58A, 58AA or any other relevant provisions of
the Companies Act, 1956, if any and the Companies (Acceptance of
Deposit) Rules, 1975 apply (including any statutory modification or
re-enactment thereof for the time being in force).
No Buy-back of shares was proposed or pending during the financial year
ended on 31st March, 2014.
13. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, and based upon
the representations received from the management, the Board of
Directors of the Company hereby confirm that :
(i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed and there were no material departures in compliance thereto;
(ii) they have 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 for the financial year ended 31st March, 2014 and of the
profit or loss of the Company for the period;
(iii) they have 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;
(iv) they have prepared the Annual Accounts on a going concern basis.
14. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 are given
in Annexure ''A'' attached hereto and forms part of this report.
15. BUSINESS SUSTAINABILITY
Your Company believes that corporates are responsible to the society
for their activities and owe a great deal to the environment in which
they operate. Thus your Company endeavors to establish policies,
programs and practices based on certain values, and the core elements
of CSR activities of your Company includes ethical functioning, respect
for all stakeholders, protection of human rights and care for the
environment.
During the year under review your Company took steps to cover issues
like improvement in working conditions at its factory, equity and
diversity in workforce, health and education of poor, employability of
needy, and overall reducing its carbon footprint and thus protecting
the environment at large.
16. PARTICULARS OF EMPLOYEES
The Company had no employee during the financial year ended 31st March,
2014 who was in receipt of remuneration in excess of the limit
specified under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of Clause 49 of Listing Agreement,
entered into with the Stock Exchange wherein the shares of the Company
are listed, Management Discussion and Analysis Report is annexed as
Annexure ''B'' to this Report.
18. CORPORATE GOVERNANCE REPORT
As stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchange wherein the shares of the Company are listed,
the detailed Report on Corporate Governance is annexed herewith and
marked as Annexure ''C'' to this Report and the certificate obtained from
the Statutory Auditors of the Company, regarding compliance of the
conditions of Corporate Governance, as stipulated in the said clause,
is also attached herewith.
19. STATUTORY DISCLOSURES
For the year under review, none of the Directors of the Company are
disqualified as per the provisions of Section 274(1)(g) of the
Companies Act, 1956. All the Directors have made the necessary
disclosures for 2014-15 as required by various provisions of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
20. NOTE OF APPRECIATION
Your Directors wish to place on record their appreciation and
acknowledge with gratitude, the support and co-operation extended by
all the stakeholders, clients, consultants, bank and employees of the
Company and look forward to their continued support.
For and on behalf of the Board of Directors
Place : Kolkata R. S. Jalan
Dated : The 28th day of May, 2014 Chairman and Managing Director
Mar 31, 2013
The Directors have pleasure in presenting the Twenty Sixth Annual
Report on the affairs of the Company together with the Statement of
Accounts for the financial year ended on 31st March, 2013. The
summarised financial results for the financial year vis-s-vis the
previous year are as follows:
1. FINANCIAL HIGHLIGHTS 2012-13
(Rs.in Lakhs)
Particulars 2012-13 2011-12
Profit before Depreciation,
Exceptional items & Taxation 1,694.07 914.02
Less: Exceptional items (300.80) (0.43)
Less: Depreciation & Amortisation (978.50) (420.52)
Profit before Taxation 414.77 493.07
Less taxation including
Deferred Tax (276.63) (264.84)
Add: MAT credit entitlement 82.99 98.65
Profit after Taxation 221.13 326.88
Balance brought forward from
earlier year 1,563.26 1,236.38
Add: Profit after Tax for the
year 326.88
Surplus carried to Balance Sheet 1,563.26
2. OPERATIONS
The Indian economy showed moderate growth during the financial year
under review and faced turbulent business environment, rising
inflationary pressures, widening current account deficit and adverse
fluctuations in foreign exchange. Despite these constraints and the
challenging environment, the Company achieved a good growth in its
turnover. The gross turnover of the Company has increased from Rs. 35,593
Lakhs in 2011-12 to Rs. 50,341 Lakhs in 2012-13 representing an increase
of 41.44% and the Profit before Depreciation, Exceptional items &
Taxation of the Company increased to Rs. 1694 Lakhs as against Rs. 914
Lakhs in the previous year, registering a growth of 85.33%.
Production of Hot Metal was higher by 26.84% over the previous year
(from 50,233 MT to 63,718 MT). Further, the production of Portland Slag
cement was 997 MT as compared to 1,755 MT in the previous year. Decline
in production of cement was due to lower demand of the product.
The Company''s profit after tax for the year stood at Rs. 221 Lakhs
compared to Rs. 327 Lakhs in the previous year, registering a decline of
32.35% over last financial year. The decline was due to higher charge
of depreciation, interest cost and exceptional loss incurred on sale of
Coke Oven plant.
3. CHANGES IN THE CAPITAL STRUCTURE
During the year under review, the Company has increased its Authorised
Capital by Rs. 50 Crore. As on 31st March, 2013, the Authorised Share
Capital of the Company stands at Rs. 100 Crore, which is divided into Rs.
2.50 Crore Equity Shares of Rs. 10 (Rupees Ten) each amounting to Rs. 25
Crore and Rs. 7.50 Crore Preference Shares of Rs. 10 (Rupees Ten) each
amounting to Rs. 75 Crore.
In December 2012, the Company has issued on private placement basis, 7%
Non-cumulative, Redeemable Preference Shares of face value Rs. 10/- each
at par to various investors aggregating to Rs. 16.35 Crore.
Consequent to the issue and allotment of the Preference Shares as
aforesaid, the Issued, Subscribed and Paid-up Preference Share Capital
of the Company stands increased from Rs. 24.25 Crore to Rs. 40.60 Crore and
the Equity Share Capital stands at Rs. 7.09 Crore as on 31st March, 2013.
4. DIVIDEND
Keeping in view the working capital requirements of the Company, your
Directors have ploughed back the profits and express their inability to
declare any dividend for Equity and Preference shares of the Company
for the financial year ended 31st March, 2013. 5. DIRECTORS
Mr. Laxmi Narayan Sharma, Director of your Company is liable to retire
by rotation and being eligible offers himself for reappointment.
As required under Clause 49 of the Listing Agreement, brief particulars
of the Directors proposed to be appointed/re-appointed at the ensuing
Annual General Meeting have been given in the Notice convening the
Annual General Meeting.
6. LISTING AND DEMATERIAUSATION
The Equity Shares of the Company continued to be listed on the Bombay
Stock Exchange Limited which enables the shareholders/ investors to
trade in the shares of the Company from any part of the country without
any difficulty.
The Annual Listing Fee for the financial year 2012-13 and 2013-14 had
been paid to the concerned Stock Exchange. As the members are aware,
your Company''s shares are tradable compulsorily in electronic form and
your Company has connectivity with both the depositories, i.e. National
Securities Depository Limited (NSDL) & Central Depository Services
(India) Limited (CDSL). Members are thus requested to avail the
facility of dematerialisation of the Company''s shares on either of the
Depositories as aforesaid, if not already done.
7. AUDITORS
M/s. Agarwal Maheshwari & Co., Chartered Accountants, the Statutory
Auditors of the Company will retire at the ensuing Annual General
Meeting and are eligible for re-appointment.
The ''Board'', based on the recommendation of the Audit Committee,
recommends the appointment of M/s. Agarwal Maheshwar, & Co., Chartered
Accountants (Firm Registration No. 314030E) as Statutory Auditors of
the Company who will hold the office till the conclusion of the next
Annual General Meeting of the Company. M/s. Agarwal Maheshwari & Co.,
Chartered Accountants have confirmed their eligibility and willingness
to act as the Statutory Auditors of the Company and that their
appointment, if made, shall be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956.
8. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 292A of the
Companies Act, 1956 and of Clause 49 of the Listing Agreement. Further
details of Audit Committee are given in the Corporate Governance Report
annexed as a part of the Directors'' Report.
9. COST AUDITORS
The ''Board'', in pursuance of the order issued by the Central Government
under Section 233B of the Companies Act, 1956, have appointed M/s.
Sohan Lai Jalan & Associates, Cost Accountants (Firm Registration No.
101620), as Cost Auditors of the Company to conduct audit of the cost
accounts maintained by the Company in respect of its Steel and Cement
business for the year ending 31st March, 2013. The due date for filing
their report is 30th September, 2013.
10. PUBLIC DEPOSITS AND BUY BACK OF SHARES
The Company has not accepted any deposits from the public to which the
provisions of sections 58A, 58AA or any other relevant provisions of
the Companies Act, 1956, if any and the Companies (Acceptance of
Deposit) Rules, 1975 apply (including any statutory modification or
re-enactment thereof for the time being in force).
No Buy-back of shares was proposed or pending during the financial year
ended on 31st March, 2013.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, and based upon
the representations received from the management, the Board of
Directors of the Company hereby confirm that:
(i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed and there were no material departures in compliance thereto;
(ii) they have 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 for the financial year ended 31st March, 2013 and of the
profit of the Company for the period;
(iii) they have 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;
(iv) they have prepared the Annual Accounts on a going concern basis.
12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 217(l)(e)
of the Companies Act, 1956 read with Companies (Disclosures of
Particulars inthe Report of Board of Directors) Rules, 1988 are given
in Annexure ''A1 attached hereto and forms part of this report.
13. SUSTAINABILITY AND CSR INITIATIVES
Your Company continues to be aligned towards sustainable development by
making conscious efforts to reduce the environmental ,mpact of business
as well as enhancing its responsibility towards society. Steps are
being taken by your Company to reduce its carbon footprint and promote
a cleaner and green environment around its plant premises.
We, at K I C, believe that current performance and sustainability go
hand in hand and place a strong emphasis on societal needs and are
continuously working towards it.
14. PARTICULARS OF EMPLOYEES
The Company had no employee during the financial year ended 31st March,
2013 who was in receipt of remuneration in excess of the limit
specified under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of Clause 49 of Listing Agreement,
entered into with the Stock Exchange wherein the shares of the Company
are listed, Management Discussion and Analysis Report is annexed
herewith as Annexure ''V to this report.
16. CORPORATE GOVERNANCE REPORT
As stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchange wherein the shares of the Company are listed,
the detailed report on Corporate Governance is annexed herewith and
marked as Annexure T to this report and the certificate obtained from
the Statutory Auditors of the Company, regarding compliance of the
conditions of Corporate Governance, as stipulated in the said clause,
is also attached to this report.
17. AUDITORS''REPORT
All points in the Auditor''s Report are self-explanatory.
18. STATUTORY DISCLOSURES
For the year under review, none of the Directors of the Company are
disqualified as per the provisions of Section 274(l)(g) of the
Companies Act, 1956. All the Directors have made the necessary
disclosures as required by various provisions of the said Act and
Clause 49 of the Listing Agreement.
19. NOTE OF APPRECIATION
The ''Board'' sincerely thanks the Government Authorities, Shareholders,
the Bankers, Vendors, Customers and other Stakeholders for their
continued support and co-operation.
The ''Board'' also takes this opportunity to acknowledge the industrial
harmony at its Plant and also thanks the employees at all levels and
other workmen for their commitment and dedication.
For and on behalf of the
Board of Directors
Place :Kolkata R. S. Jalan
Dated :The 30th day of May, 2013 Chairman and Managing
Director
Mar 31, 2012
The Directors have pleasure in presenting the TWENTY FIFTH Annual
Report on the affairs of the Company together with the Statement of
Accounts of the Company for the year ended on 31st March, 2012. The
summarised financial results for the year vis-s-vis the previous year
are as follows :
1. FINANCIAL RESULTS (in Lakhs)
Particulars 2011 -12 2010 -11
Profit before
Depreciation & Taxation 913.59 2,206.52
Less: Depreciation & Amortisation 420.52 411.96
Profit before Taxation 493.07 1,794.56
Less: Taxation including
Deferred Tax 264.84 771.90
Add : MAT credit entitlement 98.65 495.39
Profit after Taxation 326.88 1,518.05
Surplus carried to Balance Sheet 326.88 1,518.05
2. FINANCIAL AND PERFORMANCE REVIEW
During the year under review, your Company has produced 50,233 MT of
Hot Metal as compared to 38,101 MT in the previous year. Higher demand
of pig iron in current fiscal, comparison to previous year and shorter
shut-down period of MBF resulted in higher production as compared to
2010-11. The production of Portland Slag cement was 1,755 MT as
compared to 5,044 MT in the previous year. Most of the Portland slag
cement produced was consumed captively. Lower demand for cement
resulted in lower production.
The Company has achieved a turnover of Rs. 35,593 Lakhs as against Rs.
27,018 Lakhs in the previous year which is 31.74% higher in comparison
to last FY. The profit after tax for the year stood at Rs. 327 Lakhs
compared to a profit after taxation of Rs. 1,518 Lakhs in the previous
year, registering a decline over last FY. The inordinate pressure on
margins forced the EBIDTA of the Company to decline significantly.
Margin pressure was exerted during the year as a result of sharp
increase in raw material prices although price of finished goods moved
up. But this increase was not entirely commensurate with higher input
costs. Moreover, productivity gain and price enhancement were
insufficient to offset this sharp increase in input costs.
3. PROJECTS
Your Directors take great pleasure to state that the following projects
were completed during the year under report and impact of these
projects on overall state of affairs of the Company will be felt in the
coming years :
i) Annular Sinter Plant
During the year, the Company successfully commissioned Annular Sinter
Plant of capacity 3,36,000 MT. p.a. This Sinter Plant would help to
reduce operational cost of producing hot metal and would also reduce
the dependability of the Company on the high cost iron-ore lumps. This
Plant would further facilitate the consumption of low-priced raw
materials like iron-ore fines and coke fines ofthe Pig Iron Plant.
Apart from conservation of iron ore by utilising the ore fines, instead
of discarding, the other benefits of charging sinter into blast furnace
are listed below :
- Utilisation of steel plant wastes, such as flue dust, mill scale,
coke breeze, etc. during the sintering process.
- Decrease in coke rate of blast furnace.
- Increase in productivity of blast furnace.
- Elimination of charging of raw limestone and dolomite into blast
furnace.
- Reduction in cost of production of pig iron.
ii) 4.7 MW Waste Heat Recovery based Captive Power Plant
The 4.7 MW waste heat recovery based Captive Power Plant was
synchronised in March 2012 and is generating power. The power unit has
stabilised its operations and the power generated is utilised
captively.
During the process of manufacture of pig iron, the blast furnace
releases large quantity of hot flue gas at 950 - 1050 Deg C carrying
good amount of sensible (latent) heat. The heat energy content of these
flue gases was effectively used for generation of electric power
through Waste Heat Recovery Boilers (WHRB) and Steam Turbine Generator.
Alternatively, with the release of flue gases to the atmosphere, the
energy content would have been simply wasted besides creating problems
in disposal of the gases, thus safeguarding against any pollution
hazard in the plant premises. The conditioning of the exit gas, which
is a mandatory requirement as per stipulation of the Environment
Regulatory Authority, involves substantial amount of capital investment
without any return. Thus, the Power Plant has been set up for making
effective and economic use of the hot waste gas. This Captive Power
Plant will enable your Company to meet the challenge of growing energy
costs and will result in efficient usage of resources.
4. CHANGES IN THE CAPITAL STRUCTURE
During the year under review, there is no change in the Authorised
Capital structure of the Company. As on 31st March, 2012, the
Authorised Share Capital of the Company stood at Rs. 50 Crore. The Board,
at its meeting held on 30th May, 2012 has proposed to increase the
Authorised Share Capital of the Company from Rs. 50 Crore to Rs. 75 Crore
by addition of further 2.50 Crore Preference Shares of Rs. 10/- each.
Consequently, the Authorised Share Capital of the Company will stand at
Rs. 75 Crore divided into 2.50 Crore Equity Shares of Rs. 10/- each and 5
Crore Preference Shares of Rs. 10/- each. Necessary resolutions for
approval of Members are included in the Notice convening the
forthcoming Annual General Meeting.
Regarding Issued, Subscribed and Paid up capital of the Company, in
September 2011, the Board has allotted, 77 Lakhs, 7% Non-cumulative
Redeemable Preference Shares of face value Rs. 10/- each at par to
various investors aggregating to Rs. 7.70 Crore. Further in November
2011, the Board has allotted, 20 Lakhs, 7% Non-cumulative Redeemable
Preference Shares of face value Rs. 10/- each at a premium of Rs. 10/- per
share to various investors aggregating to Rs. 4 Crore.
Consequent to the issue and allotment of the Preference Shares as
aforesaid, the Preference Share Capital of the Company stands increased
from Rs. 14.55 Crore to Rs. 26.25 Crore and the Equity Share Capital stands
at Rs. 7.09 Crore as on 31st March, 2012.
5. DIVIDEND
Keeping in view the working capital requirements of the Company, your
Directors have ploughed back the profits and express their inability to
declare any dividend for Equity and Preference shares for the FY ended
on 31st March, 2012.
6. DIRECTORS
Mr. S.K. Singhal, Director of your Company is liable to retire by
rotation and being eligible offers himself for re-appointment.
Mr. P. C. Sahoo, Executive Director, resigned from the services of the
Company on 30th May, 2012 due to other pre occupations. The Board
recorded its appreciation for the valuable guidance rendered by Mr. P.
C. Sahoo during his tenure as a Director of the Company.
Further, Mr. Barun Kumar Singh, Chief Operating Officer of the Company
was inducted as an Additional Director on the Board and was appointed
as an Executive Director of the Company w.e.f. 30th May, 2012. Mr.
Singh is a Metallurgical Engineer with vast experience in Blast Furnace
operations.
An appropriate resolution for appointment of Mr. Barun Kumar Singh is
being placed before you at the ensuing Annual General Meeting and your
Directors recommend passing of the same.
As required under Clause 49 of the Listing Agreement, brief particulars
of the Directors proposed to be appointed/re- appointed at the ensuing
Annual General Meeting have been given in the Notice convening the
Annual General Meeting.
7. AUDITORS'
M/s. Agarwal Maheshwari & Co., Chartered Accountants, the Statutory
Auditors of the Company will retire at the ensuing Annual General
Meeting and are eligible for re-appointment.
The Board, based on the recommendation of the Audit Committee,
recommends the appointment of M/s. Agarwal Maheshwari & Co., Chartered
Accountants (Firm Registration No. 314030E) as Statutory Auditors ofthe
Company and will hold the office till the conclusion of the next Annual
General Meeting of the Company. M/s Agarwal Maheshwari & Co., Chartered
Accountants have confirmed their eligibility and willingness to act as
the Statutory Auditors of the Company and that their appointment, if
made, shall be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956.
8. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 292A of the
Companies Act, 1956 and of Clause 49 of the Listing Agreement. Further
details of Audit Committee are given in the Corporate Governance Report
annexed as a part of the Directors1 Report.
9. PUBLIC DEPOSITS AND BUY BACK OF SHARES
The Company has not accepted any deposits from the public to which the
provisions of Sections 58A, 58AA or any other relevant provisions of
the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules
1975 apply.
No Buy-back of shares was proposed or pending during the FY ended on
31st March, 2012.
10. DIRECTORS' RESPONSIBILITYSTATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company hereby confirm that:
(i) In the preparation of the Annual Accounts for the year ended 31st
March, 2012 the applicable accounting standards have been followed and
there were no material departures in compliance thereto;
(ii) The Directors have 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 ended 31st March, 2012
and of the profit of the Company for the period;
(iii) The Directors have 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;
(iv) The Directors have prepared the Annual Accounts on a going concern
basis.
11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 are given
in Annexure 'A' attached hereto and forms part of this report.
12. PARTICULARSOFEMPLOYEES
The Company had no employee during the FY ended 31st March, 2012 who
was in receipt of remuneration in excess of the limit specified under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 (as amended).
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of Clause 49 of Listing Agreement,
entered into with the Stock Exchange wherein the shares of the Company
are listed, Management Discussion and Analysis Report is annexed
herewith as Annexure 'B' to this report.
14. CORPORATE GOVERNANCE REPORT
As stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchange the detailed report on Corporate Governance is
annexed herewith and marked as Annexure 'C' to this report and the
certificate obtained from the statutory auditors of the Company,
regarding compliance of the conditions of Corporate Governance, as
stipulated in the said clause, is also attached to this report.
15. AUDITORS' REPORT
The coke oven plant of the Company is not in operation since 1st
October, 2005, due to commercial reasons and as such there was no
depreciation charged on the same.
The other points in Audit Report are self-explanatory.
16. STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the
provisions of Section 274(1)(g) of the Companies Act, 1956. All the
Directors have made the necessary disclosures as required by the
various provisions of the Act and Clause 49 of the Listing Agreement.
17. NOTE OF APPRECIATION
Your Directors place on record their sincere appreciation for
significant contribution made by the employees at all levels through
their dedication, hard work and commitment and look forward to their
continued support.
Your Directors also wish to place on record their appreciation and
acknowledge with gratitude the support and co-operation extended by
Shareholders banks, financial institutions and government look forward
to having the same support in all future endeavors.
For and on behalf of the Board of Directors
Place : Kolkata R. S. Jalan
Dated : The 30th day of May, 2012 Chairman and Managing Director
Mar 31, 2011
Dear Members,
The Directors are pleased to present the 24th Annual Report of your
Company, along with the Audited Accounts for the year ended 31st March,
2011.
1. FINANCIAL RESULTS (Rs. in Lacs)
2010-11 2009-10
Profit before Depreciation & Taxation 2,206.52 1,305.75
Less : Depreciation 411.96 366.53
Profit before Taxation 1,794.56 939.22
Less : Taxation including Deferred Tax 771.90 32.37
Add : MAT credit entitlement 495.39 -
Profit after Taxation 1,518.05 906.85
Add : Balance brought forward (281.67) (1,188.52)
Surplus/(Deficit) carried to
Balance Sheet 1,236.38 (281.67)
2. FINANCIAL AND PERFORMANCE REVIEW
During the year under review, the Company has produced 38,101 MT of Hot
Metal as compared to 69,516 MT in the previous year. The production was
adversely affected as the Mini Blast Furnace at Durgapur was shut down
for repair-work/relining of the furnace, for a significant part of the
year under review. The production of Portland Slag cement was 5,044 MT
as compared to 5,868 MT in the previous year. There was no production
of C.I.Castings in the financial year 2010- 11 as the Company has on
1st August, 2010 licensed on short term basis, the Foundry Division of
the Durgapur Plant of the Company to M/s. Kajaria Iron & Steel Company
Private Limited for 11 months.
The Company has achieved a turnover of Rs. 27,018 Lacs as against Rs.
42,558 Lacs in the previous year which is 36.51% lower in comparison to
last financial year. The profit after tax for the year stood at Rs. 1,518
Lacs compared to a profit after taxation of Rs. 907 Lacs in the previous
year, registering a substantial growth over last financial year.
3. NEW PROJECTS
Your Company is setting up an Annular Sinter Plant (annual capacity
3,56,000 MT) at its existing plant location which would help to reduce
operational cost of producing hot metal and would also reduce the
dependability of the Company on the high cost iron-ore lumps. This
plant would further facilitate the consumption of low-priced raw
materials like iron-ore fines and coke fines of the Pig Iron plant, and
is expected to commence production shortly.
The Company is also setting up a waste heat recovery based 4.7 M.W.
Captive Power Plant at the Durgapur plant location which will help in
reducing the power cost of the Company. It is expected to start
operations by later part of the current financial year. Your Directors
firmly believe that with the above modernization and backward
integration of the Mini Blast Furnace, the Pig iron unit will become
profitable on standalone basis even if there is no operating gain from
trading and other activities.
4. CHANGES IN THE CAPITAL STRUCTURE
During the year under review, the Company has increased its Authorized
Capital from Rs. 2,000 Lacs to Rs. 5,000 Lacs. As on 31st March, 2011, the
Authorized Share Capital of the Company is Rs. 5,000 Lacs divided into
250 Lacs Equity Shares ofRs. 10 (Rupees Ten) each and 250 Lacs Preference
Shares of Rs. 10 (Rupees Ten) each.
On 7th June, 2010 the Company has allotted, 15 Lacs Equity Shares of
face value Rs. 10 each at a price of Rs. 43 per share (including premium of
Rs. 33 per Equity Share) to the promoter group and other investors on
preferential basis as per chapter VII of the SEBI (ICDR) Regulations,
2009 aggregating to Rs. 645 Lacs.
Further during the financial year 2010-11, the Company has also issued
on private placement basis, 145.5 Lacs, 7% Non-Cumulative Redeemable
Preference Shares of face value Rs. 10 each at par to various investors
aggregating toRs. 1,455 Lacs.
Consequent to the issue and allotment of the Equity and Preference
Shares as aforesaid, the Equity Share Capital of the Company stands
increased from Rs. 559.92 Lacs to Rs. 709.92 Lacs and the Preference Share
Capital of the Company stands at Rs. 1,455 Lacs as on 31st March, 2011.
5. DIVIDEND
In order to meet the financial requirements for ongoing projects of the
Company, your Directors have ploughed back the profits and express
their inability to declare any Dividend for the financial year 2010-11.
6. DIRECTORS
Mr. T. N. Gunaseelan, Director of your Company is liable to retire by
rotation and being eligible, offers himself for re-appointment. As
required under Clause 49 of the Listing Agreement the particulars of
Director seeking appointment/re-appointment at the ensuing Annual
General Meeting is annexed as a part of the Notice of the Annual
General Meeting.
On 30th January, 2011, Mr. R S. Jalan, Chairman and Managing Director,
was re-appointed as the Chairman and Managing Director of the Company
by the Board for a period of 3 years. His appointment was further
confirmed by the shareholders of the Company vide Postal Ballot results
dated 28th February, 2011. Mr. Jalan is a Chartered Accountant, with
experience in the field of Business Administration.
7. AUDITORS'
M/s. Agarwal Maheshwari & Co., Chartered Accountants, the Statutory
Auditors' of the Company will retire at the ensuing Annual General
Meeting of the Company and are eligible for re-appointment.
The Board, based on the recommendation of the Audit Committee,
recommends the appointment of M/s. Agarwal Maheshwari & Co., Chartered
Accountants (Firm Registration No.314030E) as Statutory Auditors' of
the Company. M/s. Agarwal Maheshwari & Co., Chartered Accountants have
confirmed their eligibility and willingness to act as the Statutory
Auditors' of the Company and that their appointment, if made, shall be
within the limits prescribed under Section 224(1 B) of the Companies
Act, 1956.
8. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 292A of the
Companies Act, 1956 and that of Clause 49 of the Listing Agreement.
Further details of Audit Committee are given in the Corporate
Governance Report annexed as a part of the Directors' Report.
9. PUBLIC DEPOSITS AND BUY BACK OF SHARES
During the year under review, your Company has not accepted any
deposits from public/shareholders in accordance with Section 58Aand
58AAof the Companies Act, 1956 read with Companies (Acceptance of
Deposits) Rules, 1975 and hence no amount of principal or interest was
outstanding as on 31st March, 2011.
No Buy-back of shares was proposed or pending during the financial year
ended on 31st March, 2011.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company hereby confirm that:
(i) In the preparation of the Annual Accounts for the year ended 31st
March, 2011 the applicable accounting standards have been followed and
there were no material departures in compliance thereto;
(ii) The Directors have 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 ended 31st March, 2011
and of the profit of the Company for the period;
(iii) The Directors have 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;
(iv) The Directors have prepared the Annual Accounts on a going concern
basis.
11. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo as required under Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 are given
in Annexure "A" attached hereto and forms part of this report.
12. PARTICULARS OF EMPLOYEES
The Company had no employee during the financial year ended 31st March,
2011 who was in receipt of remuneration in excess of the limit
specified under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of Clause 49 of Listing Agreement,
entered into with the stock exchanges, Management Discussion and
Analysis Report is annexed herewith as Annexure "B1 to this report.
14. CORPORATE GOVERNANCE REPORT
As stipulated under Clause 49 of the Listing Agreement entered into
with the stock exchanges the detailed report on Corporate Governance is
annexed herewith and
marked as Annexure "C" to this report and the certificate obtained from
the Statutory Auditors' of the Company, regarding compliance of the
conditions of Corporate Governance as stipulated in the said clause is
also attached to this report.
15. AUDITORS" REPORT
The coke oven plant of the Company has been on shut down since 1st
October, 2005, due to commercial reasons and the Director's are
reviewing the possibilities of its technical feasibility and
accordingly would provide for the depreciation on the depleted value as
would be assessed by the technical experts in due course. The other
points in Audit Report are self-explanatory.
16. STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the
provisions of Section 274(1 )(g) of the Companies Act, 1956. All the
Directors have made the necessary disclosures as required by the
various provisions of the Act and Clause 49 of the Listing Agreement.
17. NOTE OF APPRECIATION
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from shareholders, bankers,
financial institutions, government authorities, regulatory bodies and
other business constituents during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers and staff of
the Company, resulting in the successful performance of the Company
during the last financial year.
For and on behalf of the Board of Directors
Place : Kolkata R. S. Jalan
Dated : The 28th day of May, 2011 Chairman and Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 23rd Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2010.
1. FINANCIAL RESULTS (Rs. in Lakhs)
2009-10 2008-09
Profit/(Loss) before Depreciation
& Taxation 1305.75 (2852.57)
Less: Depreciation (366.53) (375.50)
Profit/(Loss) before Taxation 939.22 (3228.07)
Less: Taxation (32.37) (7.12)
Add: Deferred Tax Asset - 115.94
Profit/(Loss) after Taxation 906.85 (3119.25)
Add: Balance Brought Forward (1188.52) 1345.07
Add: Transfer from General Reserve - 585.66
Surplus/ (Deficit) carried to Balance
Sheet (281.67) (1188.52)
2. FINANCIAL AND PERFORMANCE REVIEW
During the year under review, the Company has produced 69516 MT of hot
metal as compared to 26205 MT in the previous year. The production of
C.I.Castings was 1257 MT compared to 6528 MT in the previous year and
the production of Portland Slag Cement was 5868 MT compared to 822 MT
in the previous year which marks a substantial growth over the last
year except in the production of C.I.Castings. The growth in production
of hot metal can be attributed to the fact that the Pig Iron plant was
in operation through out the year 2009-2010.
The Company has achieved a turnover of Rs. 42557.67 Lakhs as against
Rs. 10168.34 Lakhs in the previous year which can be attributed to
higher production coupled with enhanced dispatch and trading of surplus
raw materials. In view of the pro-active strategies of your company, it
remained profitable despite the challenging economic conditions
worldwide.
The Profit after Tax for the year stood at Rs. 906.85 Lakhs compared to
a loss after taxation of Rs. 3119.25 Lakhs in the previous year
registering a substantial growth over last financial year.
3. FUTURE PLANS OF THE COMPANY
Your company is setting up an Annular Sinter Plant of annual capacity
356000 MT at the existing Plant location of the Company, which is
expected to commence commercial production by December 2010. This
Sinter plant would help to reduce operational cost of producing hot
metal and would also reduce the dependability of the Company on the
high cost iron-ore lumps. This plant would further facilitate the
consumption of low-priced raw materials like Iron-ore fines and Coke
fines of the Pig Iron Plant.
4. PREFERENTIAL ALLOTMENT OF EQUITY SHARES
The Board of Directors of the company has proposed to issue 7,50,000
Equity shares to the Promoter group and 7,50,000 Equity shares to
Non-Promoters Investors of Rs. 10/- each at Rs. 43/- per share
(including premium of Rs. 33/-) on preferential basis in terms of the
SEBI (ICDR) regulations, 2009 which has been also approved by the
shareholders of the company at the Extra-Ordinary General Meeting held
on 3rd May, 2010. As on date the said issue is pending before Bombay
Stock Exchange Limited for "In principle approval".
5. DIVIDEND
In view of Accumulated Loss and considering the financial requirements
towards the funding of the ongoing expansion plan, which will enhance
the shareholders value in the long term, Directors of your Company
express their inability to recommend any dividend for the year ended
31st March, 2010.
6. SHARE PURCHASE AGREEMENT/OPEN OFFER UNDER SEBI REGULATION
As the members are aware, the take over proceedings which were pending
approval before Securities Exchange Board of India since last year were
duly completed in terms of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997 and M/s. Microsec Capital Limited, the
Merchant Bankers to the Open Offer has submitted their Certificate of
Completion of the same to the Board of Directors. The Board of
Directors of the Company at their meeting held on 30th January, 2010
took on record a statement of outcome of the said Open Offer and noted
the completion of the takeover of the Management and Control of the
Company in favour of M/s Kami Syntex Private Limited [Acquirer].
7. DIRECTORS
Mr. Suresh Kumar Singhal, Director of your company is liable to retire
by rotation and being eligible, offers himself for re-appointment.
As required under Clause 49 of the Listing Agreement the particulars of
Director seeking appointment/re-appointment at the ensuing Annual
General Meeting is annexed as a part of the Notice of the Annual
General Meeting.
On 30th January, 2010, Mr. Radhey Shyam Jalan, Director, was appointed
as the new Chairman and Managing Director of the Company. Mr. Jalan is
a Chartered Accountant, with experience in the field of Business
Administration. Mr. Ravi Kumar Kajaria, erstwhile Chairman stepped down
as the Chairman and Managing Director of your Company, with effect from
30th January, 2010, owing to the change in management and control of
the Company.
Mr. Prasanta Kumar Paul. Mr. Sankar Lai Mandal, Dr. Deoshlok Sharma,
Mr. Bishwanath Agarwal and Mrs. Anushree Kajaria resigned as Directors
of the Company with effect from 30th January, 2010.
8. AUDITORS
The Statutory Auditors of the Company, M/s. Agarwal Maheshwari & Co.,
Chartered Accountants will retire at the ensuing Annual General Meeting
of the Company and are eligible for re-appointment.
They have sought re-appointment and have confirmed that their
appointment, if made, shall be within the limits laid down under
Section 224(1 )(B) of the Companies Act, 1956.
The Board of Directors recommends the re-appointment of M/s. Agarwal
Maheshwari & Co., Chartered Accountants as Statutory Auditors of the
company from the conclusion of the ensuing AGM of the company till the
conclusion of the AGM to be held next thereafter and to fix their
remuneration.
9. AUDIT COMMITTEE
Your Company has an Audit Committee in terms of Section 292A of the
Companies Act, 1956 and that of Clause 49 of the Listing Agreement.
Further details of Audit Committee are given in the Corporate
Governance Report.
10. AUDITORS REPORT
The observation of Auditors and notes on accounts are self-explanatory
and therefore do not call for further comments.
11. PUBLIC DEPOSITS AND BUY BACK OF SHARES
During the year under review, your Company has not accepted any
deposits from public/ shareholders in accordance with Section 58A and
58AAof the Companies Act, 1956, read with Companies (Acceptance of
Deposits) Rules, 1975 and hence no amount of principal or interest was
outstanding as on 31st March, 2010.
No Buy-back of shares was proposed or pending during the financial year
ended on 31 st March, 2010.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company hereby confirm that:
(i) In the preparation of the annual accounts for the year ended 31st
March, 2010 the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;
(ii) The Directors have 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 ended 31st March, 2010
and of the profit or loss of the Company for the period;
(iii) The Directors have 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;
(iv) The Directors had prepared the annual accounts on a going concern
basis.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Clause 49 of Listing Agreement, Management
Discussion and Analysis Report is annexed herewith, forming integral
part of this report.
14. CORPORATE GOVERNANCE
Your Company is committed to maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
Clause 49 of the Listing Agreement with the stock exchange. A separate
section on Corporate Governance practices, the Auditors Certificate on
compliance of mandatory requirements thereof, Management Discussion and
Analysis and Shareholders information are given as annexures to this
report.
15. CODE OF CONDUCT
Your Directors are pleased to report that your Company has adopted and
complied with the KICML-Code of Conduct of Business Principles and
Ethics for the Directors and Senior Executives of the Company. The code
has been duly affirmed by them.
16. STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the
provision of sections 274(1 )(g) of the Companies Act, 1956. All the
Directors have made the necessary disclosures as required by the
various provisions of the Act and Clause 49 of the Listing Agreement
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988, as
amended, are given in Annexure TV to this Report.
18. PARTICULARS OF EMPLOYEES
The company had no employee during the financial year ended 31 st
March, 2010 who was in receipt of remuneration in excess of the limit
specified under Section 217(2A) of the Companies Act, 1956 read with
Companies ( Particulars of Employees) Rules, 1975.
19. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
valuable support and co-operation given by our bankers, customers.
suppliers etc. The Directors also commend the continuing commitment and
dedication of the employees at all levels which has been critical for
the Companys success. Propelled by your Companys strong vision and
powered by internal vitality, your Directors look forward to the future
with confidence.
The Directors also grateful to the shareholders for their confidence
and faith reposed in the Company.
For & on behalf of the Board
Place : Kolkata R. S. Jalan
Dated : The 22nd day of May, 2010 Chairman & Managing Director