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Directors Report of National Steel and Agro Industries Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure to present Twenty Ninth Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS ( in Lacs) PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations (Gross) 4,03,991 3,64,111

Earning Before Interest, Tax, Depreciation and Amortisation (EBITDA) 18,662 17,867

Finance Cost 12,294 11,494

Depreciation 1,528 2,057

Profit Before Tax (PBT) 4,840 4,316

Provision for :-

Income Tax/Adjusted for earlier years (Net) 1,875 1,376

Deferred Tax (50) (106)

Profit / (Loss) After Tax (PAT) 3,015 3,046

Add: Profit b/f from previous year 16,155 13,364

Amount available for appropriation 19,170 16,411

Surplus carried to Balance Sheet 18,912 16,155

FINANCIAL PERFORMANCE

During the year under review your Company's top line performance was better than previous year. Your Company's Revenue from Operations increased to 4,03,991 Lacs as against 3,64,111 Lacs for the corresponding previous year.

Your Company has achieved export turnover of 64,145 Lacs as compared to 38,112 Lacs for the corresponding previous year.

The EBIDTA for the year was higher by 4.45% to 18,662 Lacs as compared to 17,867 Lacs in the corresponding previous year. The Profit Before Tax was 4,840 Lacs ( 4,316 Lacs in F.Y 2013-14) and Profit After tax was 3,015 Lacs ( 3,046 Lacs in F.Y 2013-14).

Your Directors are confident to improve the performance in the current Financial Year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Clause 49 (VIII)(D) of the Listing Agreement with the Stock Exchanges is attached separately to this Annual Report.

DIVIDEND

The Board of Directors (Board) has recommended dividend @ 4% P.A. on 55,01,022 Redeemable Cumulative Preference Shares for the Financial Year 2014-15.

Keeping in mind the need to conserve resources, the Board did not recommend any dividend on Equity Shares for the year under review.

DIRECTORS

The Board had appointed Mrs. Neha Singhania as Additional Director of the Company in the category of Independent Woman Director with effect from 28th, June 2014. Thereafter, at the Annual General Meeting (AGM) of the Company held on 6th September, 2014, the Members of the Company appointed Mrs. Neha Singhania as Independent Woman Director under the Companies Act, 2013 (the Act) for a period from 28th June, 2014 to 31st March, 2019.

At the said AGM held on 6th September, 2014, the Members had also appointed the existing Independent Directors namely, Mr. Navin Khandelwal and Mr. Rajesh Nema, as Independent Directors under the Act, each for a term of five years with effect from 1st April, 2014.

All 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. The Board of Directors had categorised Mr. Santosh Shahra - Executive Chairman, Mr. P Srikrishna - Managing Director, Mr. Anil Nawal- Chief Financial Officer and Mr. Pankaj Gupta - Company Secretary (appointed w.e.f. 28th May, 2015) as Key Managerial Personnel, pursuant to the provisions of the Act.

Mr. Veer Kumar Jain, a Non Executive Independent Director of the Company resigned from the Board of Directors with effect from 5th June, 2014.

The Board placed on record its appreciation for the outstanding contributions made by Mr. Veer Kumar Jain during his tenure.

Mr. Bharat Singh, Company Secretary resigned w.e.f. 30th April, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. P. Srikrishna - Managing Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, its Committees and the Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises three Directors namely, Mr. Navin Khandelwal, Mr. Rajesh Nema and Mr. Santosh Shahra. Mr. Navin Khandelwal, Independent Director is Chairman of the Audit Committee.

The composition of the Audit Committee meets the requirements as per the provisions of Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement.

There are no recommendations of the Audit Committee which have not been accepted by the Board during the period under review.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is uploaded on the Company's website i.e. www.nsail.com BOARD MEETINGS

During the year under review six Board Meetings were held on 17th April 2014, 30th May 2014, 28th June 2014, 30th July 2014, 6th November 2014 and 29th January 2015. The details of which have been given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the accounting policies had been selected and applied 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 Financial Year ended 31st March, 2015 and of the profit of the Company for that period;

c) proper and sufficient care had been taken 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 annual accounts had been prepared on a going concern basis;

e) internal financial controls, to be followed by the Company, had been laid down and these controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The transactions entered into with all the related parties during the financial year were on arm's length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee as also the Board, pursuant to applicable provisions of Listing Agreement & Companies Act 2013. Prior omnibus approval of the Audit Committee was obtained for the transactions which were repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors. The policy on Related Party Transactions as approved by the Board, is uploaded on the Company's website.

Details of Related Party Transactions are given in "Annexure-A."

RISK MANAGEMENT

Pursuant to the provisions of Clause 49 of the Listing Agreement, Board of Directors of the Company has constituted a Risk Management Committee to assess risks in the operations of business of the Company, to mitigate and minimize risks assessed in the operations of business, periodic monitoring of risks in the operations of business and other matters to be delegated to the Committee by Board of Directors of the Company from time to time.

Following are the members of the Committee :

1. Mr. Santosh Shahra : Chairman

2. Mr. P. Srikrishna : Member

The Board of Directors of the Company has also approved the Risk Management Plan. The objective of the plan is to assist the Board of Directors through the Risk Management Committee in overseeing of the Company's risk management systems, practices and procedures.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education and through contribution in Prime Minister's National Relief Fund for socio-economic development and relief and welfare of the people, who were affected by the natural disaster, causing an unparalleled devastation to the people at large. These projects are largely in accordance with Schedule VII to the Companies Act, 2013 and the Company's CSR Policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as "Annexure-B" forming part of this report.

AUDITORS

(a) Statutory Auditors :

The Shareholders of the Company in their Twenty Eighth Annual General Meeting held on 6th September, 2014 had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of Companies Act, 2013 and Rules made there under to appoint M/s. Gupta Saharia & Co., Chartered Accountants (FRN No. 103446W), as the Statutory Auditor of the Company for the period of five years commencing from the conclusion of Twenty Eighth Annual General Meeting until the conclusion of Thirty Third Annual General Meeting.

The Board of Directors of the Company has, pursuant to the provisions of Section 139, recommended the ratification of appointment of M/s. Gupta Saharia & Co., Chartered Accountants (FRN No. 103446W), for the approval of the Shareholders from the conclusion of Twenty Ninth Annual General Meeting till the conclusion of Thirtieth Annual General Meeting.

The Auditors' Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

(b) Cost Auditors :

The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost Accountants (FRN No. 000051) as the Cost Auditor of the Company for financial year 2015-16 pursuant to provisions of Section 148 and other applicable provisions of the Companies Act 2013. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 141(3) of the Companies Act, 2013. The Cost Audit Report shall be submitted along with full information and explanation on every reservation or qualification contained therein, if any, and Annexure to the Central Government within stipulated time period.

The Cost Audit Report for the Financial Year ended 31st March, 2014 which was due for filing on 30th September, 2014 was filed with the Central Government (Ministry of Corporate Affairs) on 22nd September, 2014 vide SRN S31310576.

(c) Secretarial Auditor :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Ashish Garg, Company Secretary in Practice (FCS 5181/CP 4423) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated 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-D".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-E".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (corresponding Section 372A of the Companies Act, 1956) are given in the Notes to the Financial Statements and are within the limits.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a mechanism called "Whistle Blower / Vigil Mechanism Policy" for directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and provided a framework to protect employees wishing to raise a concern about serious irregularities within the Company.

The policy permits all the directors and employees to report their concerns to the Competent Authority, Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee.

The policy with the name and address of the Competent Authority, Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company.

DEPOSITS

Your Company did not accept any deposit from the Public during the year under review.

INSURANCE

Your Company's Fixed Assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying the norms of Corporate Governance and complying all the mandatory requirements of Clause 49 of the Listing Agreement. A detailed report

on Corporate Governance along with Certificate from Statutory Auditors confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement is attached separately to this Annual Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure-F," forming part of this report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors state that during the year under review, there was no complaint filed/pending pursuant to the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2015 and the date of this report. SIGNIFICANT AND MATERIAL ORDERS

There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Company's operations in future.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their deep sense of gratitude to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of the Board of Directors Place : Indore Santosh Shahra Date : 28.05.2015 Executive Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure to present Twenty Eighth Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS in PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 3,64,114 3,62,129

Earning before Interest Tax, Depreciation and Amortisation (EBITDA) 17,867 16,877 Finance Cost 11,494 11,256

Depreciation 2,057 1,915

Profit before Tax (PBT) 4,316 3,705

Provisions for

Income Tax/Adjusted for earlier years (Net) 1,376 776

Deferred Tax (106) 40

Profit / (Loss) after Taxation (PAT) 3,046 2,889

Add:Profit b/f from previous year 13,364 10,730

Amount available for appropriation 16,411 13,619

Surplus carried to Balance Sheet 16,155 13,364

FINANCIAL PERFORMANCE

During the year your Company''s top line performance was better than last year. Your Company turnover increased from Rs. 3,63,856 lacs as against Rs. 3,61,820 lacs for the corresponding previous year.

Your Company has achieved export turnover of Rs. 38,112 lacs as compared to Rs. 65,180 lacs for the corresponding previous year.

The EBIDTA for the year was higher by 5.87% to Rs. 17,867 lacs as compared to Rs. 16,877 lacs in the previous year. The Profit before Tax was Rs. 4,316 lacs (Rs. 3,705 lacs in F.Y 2012-13) and Profit after tax was Rs. 3,046 lacs (Rs. 2,889 lacs in F.Y 2012-13).

Your Directors are confident to improve this performance in the current Financial Year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Clause 49 (IV)(f) of the Listing Agreement with the Stock Exchanges is attached separately to this Annual Report.

DIVIDEND ON PREFERENCE SHARES

The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable Cumulative Preference Shares for the Financial Year 2013-14.

Keeping in mind the need to conserve resources, your Board of Directors does not recommend any dividend on Equity Shares for the year under review.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying the norms of Corporate Governance. Your Company has been complying all the mandatory requirements of Clause 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate from Statutory Auditors confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of listing Agreement is annexed to the Report of Corporate Governance.

COMMITTEES CONSTITUTED DURING THE YEAR ;

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Shri Santosh Shahra as the Chairman and Shri P. Srikrishna and Shri Rajesh Nema as other members.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

NOMINATION & REMUNERATION COMMITTEE

During the year, your Directors have constituted the Nomination & Remuneration Committee comprising Shri Navin Khandelwal as the Chairman and Shri Rajesh Nema and Shri Veer Kumar Jain as other members.

The said committee has been entrusted with the responsibility of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year, your Directors have constituted the Stakeholders Relationship Committee comprising Shri Navin Khandelwal as the Chairman and Shri P. Srikrishna and Shri Rajesh Nema as other members. The said committee has been entrusted with the responsibility of considering and resolving the grievances of security holders of the Company.

DIRECTORS

In pursuance of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Santosh Shahra, Director, retires by rotation and being eligible, offer himself, for reappointment.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed;

ii) They have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

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.

AUDITORS

(a) Statutory Auditors:

M/s Manoj Khatri & Company, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting. The said appointment of Auditors, if made, shall be within the limits as prescribed under Section 141(3) of the Companies Act, 2013 and shall also be subject to offer of eligibility to the Company by the aforesaid Auditors.

(b) Cost Auditors:

The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost Accountants as the Cost Auditor of the Company for the Financial year 2014-15 pursuant to provisions of Section 148 of the Companies Act, 2013. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 141(3) of the Companies Act, 2013.The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

FIXED DEPOSITS

Your Company did not accept any deposit from the Public during the year under review.

INSURANCE

Your Company''s Fixed Assets have been adequately insured.

DISCLOSURES OF PARTICULARS

Information In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure I to this Report.

Additional information regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217(l)(e) of the Companies Act, 1956 is set out in a separate statement as Annexure II attached to this report and forms part of it.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their deep sense of gratitude to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of the Board of Directors

Place : Indore Santosh Shahra Date : 30.05.2014 (Executive Chairman)


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure to present Twenty Seventh Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS ( in lacs)

PARTICULARS Year ended 31.03.2013 Year ended 31.03.2012

Sales and Other Income 3,62,129 2,91,375

Earning before Interest Tax, Depreciation and Amortisation (EBITDA) 16,877 15,437

Finance Cost 11,256 10,278

Depreciation 1,915 1,753

Profit before Tax (PBT) 3,705 3,406

Provisions for :-

Income Tax/Adjusted for earlier years (Net) 776 691

Deferred Tax 40 (159)

Profit / (Loss) after Taxation (PAT) 2,889 2,873

Add: Profit b/f from previous year 10,730 8,113

Amount available for appropriation 13,619 10,986

Surplus carried to Balance Sheet 13,364 10,730

DIVIDEND ON PREFERENCE SHARES

The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable Cumulative Preference Shares for the Financial Year 2012-13.

Keeping in mind the need to conserve resources, your Board of Directors does not recommend any dividend on Equity Shares for the year under review.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying the norms of Corporate Governance. Your Company has been complying all the mandatory requirements of Clause 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate from Statutory Auditors confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of listing Agreement is annexed to the Report of Corporate Governance.

DIRECTORS

Mr. Kailash Chandra Shahra, Chairman of the Company resigned from directorship and chairmanship of the company w.e.f. 30th May, 2013 due to his advanced age and health issues. The Board expressed its sincere gratitude for the vision and valuable guidance given by Shri Kailash Chandra Shahra to the Company during his tenure as Member of Board of Directors and Chairman of the Company.

Mr. Santosh Shahra was appointed as Chairman and Managing Director w.e.f 30th May, 2013.

In pursuance of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Shri P Srikrishna and Shri Rajesh Nema, Directors, retires by rotation and being eligible, offer themselves, for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed;

ii) they have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

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.

AUDITORS

(a) Statutory Auditors :

M/s Manoj Khatri & Company, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves, for reappointment. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

(b) Cost Auditors :

The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost Accountants as the Cost Auditor of the Company for the Financial year 2013-14 pursuant to provisions of Section 233B of the Companies Act 1956. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

FIXED DEPOSITS

Your Company did not accept any deposit from the Public during the year under review.

INSURANCE

Your Company''s Fixed Assets have been adequately insured.

DISCLOSURES OF PARTICULARS

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure I to this Report.

Additional information regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217(1)(e) of the Companies Act, 1956 is set out in a separate statement as Annexure II attached to this report and forms part of it.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their deep sense of gratitude to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.



For and on behalf of the Board

Place : Indore Santosh Shahra

Date : 30.05.2013 (Chairman & Managing Director)


Mar 31, 2012

The Directors have pleasure to present Twenty Sixth Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS Year ended 31.03.2012 Year ended 31.03.2011

Sales and Other Income 2,91,375 2,64,408

Earning before Interest Tax, Depreciation and Amortisation (EBITDA) 15,112 13,489

Finance Cost 9,953 7,769

Depreciation 1,753 1,782

Profit before Tax (PBT) 3,406 3,937

Provisions for :-

Income Tax/Adjusted for earlier years (Net) 691 830

Deferred Tax (159) (116)

Profit / (Loss) after Taxation (PAT) 2,873 3,224

Add: Profit b/f from previous year 8,113 5,146

Amount available for appropriation 10,986 8,370

Surplus carried to Balance Sheet 10,730 8,113

DIVIDEND ON PREFERENCE SHARES

The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable Cumulative Preference Shares for the Financial Year 2011-12.

Keeping in mind the need to conserve resources, your Board of Directors does not recommend any dividend on Equity Shares for the year under review.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying the norms of Corporate Governance. Your Company has been complying all the mandatory requirements of Clause 49 of the Listing Agreement. A detailed report on Corporate Governance along with Certificate from Statutory Auditors confirming the compliance of the conditions of Corporate Governance as stipulated under Clause 49 of listing Agreement is annexed to the Report of Corporate Governance.

DIRECTORS

In pursuance of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Shri Navin Khandelwal and Shri Veer Kumar Jain, Directors, retires by rotation and being eligible, offer themselves, for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed;

ii) they have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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.

AUDITORS

(a) Statutory Auditors :

M/s Manoj Khatri & Company, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves, for reappointment. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

(b) Cost Auditors :

The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost Accountants as the Cost Auditor of the Company for the Financial year 2012-13 pursuant to provisions of Section 233B of the Companies Act 1956. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.The Cost Auditor shall submit the report along with their observations and suggestions, and Annexure to the Central Government within stipulated time period.

FIXED DEPOSITS

Your Company did not accept any deposit from the Public during the year under review.

INSURANCE

Your Company's Fixed Assets have been adequately insured.

DISCLOSURES OF PARTICULARS

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure I to this Report.

Additional information regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217(1)(e) of the Companies Act, 1956 is set out in a separate statement as Annexure II attached to this report and forms part of it.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their deep sense of gratitude to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of the Board

Place : Indore Kailashchandra Shahra

Date : 30.05.2012 (Chairman)


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure to present Twenty Fifth Annual Report on the business and operations of the Company alongwith the Audited Statement of Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS Year ended Year ended 31.03.2011 31.03.2010

Sales and Other Income 2,64,408 2,31,231

Gross Profit / (Loss) 5,725 4,523

Depreciation 1,782 1,774

Income / (Expenses) pertaining to earlier years (5) (17)

Profit / (Loss) before Taxation 3,938 2,732

Provisions for :-

Income Tax/Adjusted for earlier years (Net) 830 300

Deferred Tax (116) (68)

Profit / (Loss) after Taxation 3,224 2,500

Add: Profit b/f from previous year 5,146 2,904

Amount available for appropriation 8,370 5,404

Surplus carried to Balance Sheet 8,113 5,146

DIVIDEND ON PREFERENCE SHARES

The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable Cumulative Preference Shares for the Financial Year 2010-11.

Keeping in mind the need to conserve resources, your Board of Directors does not recommend any dividend on Equity Shares for the year under review.

INCREASE IN THE SHARE CAPITAL

During the year under review your Company has issued 1,18,97,058 equity shares of Rs. 10/- each at a premium of Rs. 13.65 per share upon conversion of 1,18,97,058 share warrants. After such conversion, the paid up capital of the Company increased from Rs. 3260.30 lacs divided into 3,26,02,942 equity shares of Rs. 10/- each to Rs. 4450.00 lacs divided into 4,45,00,000 equity shares of Rs. 10/- each. The Company has made an application to National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) for listing of aforesaid additional equity shares and has received in-principal approval of said listing from BSE. The approval from NSE was awaited.

CORPORATE GOVERNANCE

Your Company has been particular in implementing and complying the norms of Corporate Governance. Your Company has been complying all the mandatory requirements of Clause 49 of the Listing Agreement. A detailed report on Corporate Governance alongwith Certificate from CEO, CFO and Auditors confirming the compliance is annexed hereto and forming part of the Directors' Report.

DIRECTORS

In pursuance of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Shri Kailashchandra Shahra and Shri Navneet Zalani, Directors retires by rotation and being eligible, offer themselves, for reappointment. Mr. Rajesh Nema was appointed as an Additional Director by the Board with effect from 17th December, 2010 pursuant to section 260 of the Companies Act, 1956 and in terms of the Company's Articles of Association. He shall vacate

office at the ensuing Annual General Meeting. The Company has received a notice under Section 257 alongwith the requisite amount of deposit from a member of the Company notifying his intention to propose the candidature of Mr. Rajesh Nema as a Director of the Company.

Mr. Ashok Sharma was appointed as an Additional Director by the Board with effect from 17th December, 2010 pursuant to section 260 of the Companies Act, 1956 and in terms of the Company's Articles of Association. Mr. Ashok Sharma resigned from directorship w.e.f. 19th April, 2011. Your Board places on record its appreciation for his contribution and guidance to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed;

ii) they have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

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.

AUDITORS

(a) Statutory Auditors :

M/s Manoj Khatri & Company, Chartered Accountants retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer them selves, for reappointment. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

(b) Cost Auditors :

The Board of your Company has appointed M/s. M. Goyal & Co., Cost Accountants as the Cost Auditor of the Company for financial year 2011-12 pursuant to provisions of Section 233B of the Companies Act 1956. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

Your Company did not accept any deposit from the Public during the year under review.

INSURANCE

Your Company's Fixed Assets have been adequately insured.

DISCLOSURES OF PARTICULARS

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure I to this Report.

Additional information regarding the conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217(1)(e) of the Companies Act, 1956 is set out in a separate statement as Annexure II attached to this report and forms part of it.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their deep sense of gratitude to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of the Board

Kailashchandra Shahra (Chairman)

Place : Indore Date : 29.05.2011

 
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