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Directors Report of Nilachal Refractories Ltd.

Mar 31, 2015

Dear Members

The Directors are pleased to present the Thirty Seventh (38th) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

Particulars (Rupees in Crores)

Year ended 31st March 2015 Year ended 31st March 2014

Turnover 8,30 9,67

Profit/(Loss) before taxation (3,16) (6.05)

Less: Tax Expense 1.22 0.59

Profit/(Loss) after tax (1.94) (5,46)

Add: Balance B/F from the previous year (15.92) (10.46)

Balance Profit / (Loss) C/F to the next year (17.87) (15,92)

FINANCIAL REVIEW

As can be observed from the above your Company's Operations were adversely affected mainly due to Labour Problems and industrial slowdown and in amidst of the same the company is managed with steady cautious measures. The Company's factory was declared lock out with continuous impasse being created by the workmen/labourer resulting in stoppage of work at factory and to safeguard the assets of the Company and life of its employees, the lock out was declared lock out w.e.f 24th Mach 2014 and ceased on 19th Dec 2014.

The Directors are quite hopeful that the operations of your Company will improve henceforth compared to this unforeseen difficult period.

DIVIDEND:

In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2015.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, and Article 115 of the Article of Association of the Company, Shri Ntraj Jalan, Shri Bhagwati Prasad Jalan and Sri Saravanan Asokan Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act, 2013, your Directors hereby confirm

a. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The directors had prepared the annual accounts on a going concern basis.

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively,

PARTICULARS OF EMPLOYEES

The Whole Time Director of the Company is only the receipt of remuneration from the Company as approved by Nomination and remuneration committee further the same was approved by Shareholders in the Annual General Meeting held on 30-06-2015. Your Company comes under the provisions of the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thereby the Whole time Director of the Company is paid Rs 16,77,996.00 and the Company Secretary is paid Rs 5,20,000/-

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The Companies Act 2013, and revised Clause 49 of the Listing Agreement stipulates the performance evaluation of the Directors including Chairman, Board and its committees Considering the said provisions the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.

The Criteria for performance evaluation are as under:-for CEO, WTD, Non-executive Directors.

Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updating of Knowledge; Leadership; Relationships and Communications; Resources; Conduct of Meetings.

PERFORMANCE EVALUATION OF BOARD:-

Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Company's Operation; deliberation/decisions on the Company's Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making and Board's Communication with all stakeholders.

PERFORMANCE EVALUATION OF THE BOARD LEVEL COMMITTEES:-

The Performance and effectiveness of the Committee. Frequency and duration; spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the board.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. Biswanath Khandelwal, Company Secretary in Practice as Secretarial Auditor and his report is annexed below :

Information under section 134 3(m) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2015

CONSERVATION OF ENERGY:

Energy conservation measures taken;

The Company is committed to conserve energy and making best use of the resources. A considerable amount of time and effort will be earmarked for conserving power across all our plants.

- Idle running of Machines has been controlled

- Operating efficiency of Shaft Kiln has been improved.

- Successful simultaneous operation of two Gas producers to fire increased green production and bring down the specific consumption of coal.

Additional investments and proposals, if any, being implemented for the reduction of consumption of energy:

No additional investment is proposed but all efforts are on to conserve energy by improving operation .

Constant reviews of operations and process is being done to identify energy saving areas.

Impact of the measures at (a) and (b) above for reduction of energy consumption an consequent impact on cost of production of goods.

With the implementation of the above measures, there will be considerable reduction in energy consumption.

Total energy consumption and energy consumption Impact of the measures at (a) and (b) above for reduction of energy consumption and energy consumption per unit of production as per Form A of the Annexure is annexed.

TECHNOLOGY ABSORPTION:

The details of the efforts made towards absorption of technology are given separately in the Report in Form B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D was carried out by the Company:

No R & D was carried out within the meaning of applicable standard.

2. Benefits derived as a results of the above R&D Not Applicable

3. Future plan of action:

Your Company recognizes the need for cleaner and greener environment by taking various conservation measures, reduction of emission of harmful substances in the environment, reduction in wastages and various other useful measures. It further plans to improve its productivity and quality.

4. Expenditure on R & D

Nil Technology absorption, adaption and innovation: N.A.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

Fortune of your Company which is in refractory industry is directly linked to the performance of Steel Industry as it is the largest consumer of refractory products. The other consumers of refractory products are Cement, Copper, Glass, Aluminum and Petro-chemical industries etc. which are witnessing reasonable growth, All these factors will have a very positive impact on the growth of refractory industry in near future.

Nitachal Refractoriness Ltd. (NRL) is having its manufacturing unit in the State of Odisha near Dhenkanal. The Plant is strategically located and the Company hopes to take advantage of the boom in Steel and Aluminum industry in the region in times to come.

OPPORTUNITY, THREATS, RISKS AND CONCERNS:

Consequent upon technology advancement in steel making processes, major opportunity, lies in manufacturing of con- tenuous casting refractoriness, special monolithic viz. Constables, Plastic based ramming mass and gunning materials, etc. The Company is having its vision in line to this technology change..

Demand for refractoriness has increased substantially due to increased steel and Aluminum production in India. The future of the Company is bright with huge steel and aluminum manufacturing capacities being created in India espe- cially in Odisha and Jharkhand.

Competition in refractory industry is building up. Lot of consolidation and re-organization is taking place in refractory industry. Input costs mainly the increase in cost of raw materials is also a cause of concern for refractory industry. Cost reduction measures will play an important role in keeping the unit viable in the face of stiff competition. Your Company has taken several cost reduction measures for improving operations to bring down the cost of production and is hopeful to successfully meet the challenges of competition.

Further during the year under review there have been continuous labour unrest and which took its toll on company's financial position and this is one of serious concerns of the company as on date for which remedial actions are already in place. The Company shall commence its production afresh and will be back at is dominant position. The Company at present is at consolidation stage post all these problems.

The turnover from refractoriness items is Rs. 84.80 lacs during the year under review.

OUTLOOK:

Production in steel industry has increased and the demand for refractory products is also increasing. NRL will not be able to survive by basing its products mix on low-end products. For a sustained growth, NRL will have to go for high value products for which your Company has started taking initiatives.

There are many small and large Steel and Aluminum Plants coming up around Dhenkanal and Odisha State on the whole which will demand high-end products. With this we estimate a large requirement of quality products with high value which should boost our total turnover as well as bottom line. In order to face this challenge, your Company emphasis on Human Resource Management and Human Resource Development which will ensure a capable and mo- tivated team in place post settlement of all these labour issues. The Company is going to start afresh and shall have a new horizon.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Information, reports, records, documents, transaction statements etc, are generated continuously in the organization and the inputs contained therein serve as a strong foundation for accelerated decision making. Great authenticity is lent to such inputs which represents the foundation for effective decisions. The Company has established proper internal control systems and procedures, which are compatible with size of its operation and business. The firm of Chartered Accountant is conducting internal audit of operations to ensure that the system are adhered to and controls are not flouted. Internal Audit Reports encompasses all aspects of operations, accounts, purchase, stores, production and marketing; all omission and deviation, if any are properly recorded for remedial action. Cost Auditor is separately appointed to audit Cost Accounts, the reports of Internal Auditors and Cost Audit Report monitors effectiveness and operational efficiency of internal control systems. The Audit Committee periodically provides valuable suggestions to improve the business processes, systems and internal controls and briefs the Board of Directors about areas of concern.

For and on behalf of the Board of Directors

Place: Kolkata Bhagawati Prasad Jalan

Dated: 14th August 2015 (Chairman)


Mar 31, 2014

Dear Members

The Directors are pleased to present the Thirty Seventh (37th) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (RS. IN CRORES)

Particulars 2013-14 2012-2013

Revenue from Operations (Net of Excise duty ) 9.67 27.18

Other Income 0.18 0.13

Total Expenses 15.91 28.07

Profit /(Loss) before tax(PBT) (6.05) (0.76)

Profit /(Loss) during the year (5.47) (0.54)

FINANCIAL REVIEW

As can be observed from the above your Company's Operations were adversely affected mainly due to Labour Problems and industrial slowdown and in amidst of the same the company is managed with steady cautious measures. The Company's factory was declared lock out with continuous impasse being created by the workmen/labourer resulting in stoppage of work at factory and to safeguard the assets of the Company and life of its employees the lock out was declared lock out w.e.f 24th Mach 2014 and ceased on 19th Dec 2014.

The Directors are quite hopeful that the operations of your Company will improve henceforth compared to this unforeseen difficult period.

Special Resolution Passed: During the year under review one special resolution was passed during the year under review in Extra-Ordinary General Meeting held on 31st March 2014 for Issue of Zero percent Redeemable Preference Shares.

DIVIDEND:

In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2014.

directors

In accordance with the provisions of the Companies Act, 1956, and Article 115 of the Article of Association of the Com- pany, Shri Vimal Prakash, Shri Vijay Kumar Agarwal , Shri Bhagwati Prasad Jalan Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. Notice Pursuant to section 257 of the Companies Act 1956, together with Requisite Deposits have been received from some members proposing the candidature for being re-elected to the office of the directors.

DIRECTORS' RESPOSIBIOTY Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with

proper explanation relating to material departure;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Loss of the Company for the year ended on that date.

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

PARTICULARS OF EMPLOYEES

None of the employees of your Company come under the provisions of the section 217(2A)(a)of the companies (Particulars of Employees) Rules 1975 . As a result , no disclosure in this regard is necessary

ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of this Report.

INDUSTRIAL RELATIONS

The Company has always aimed to maintain cordial relations with its industrial personnel and will continue to do in future.

ISO CERTIFICATION

Your Company is having a status of ISO 9001:2000 Certification. Your company is highly committed to the highest standard of quality.

CORPORATE GOVERNANCE

The Company is committed in 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 Report on Corporate Governance & Shareholders Information together with a Auditors' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.

MANAGEMENT Discussion & Analysis REPORT:

In accordance with the Listing Agreement Requirements, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report.

INTERNAL CONTROL SYSTEMS And Their Adequacy

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company's assets from loss or damage, to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

The board have appointed a Chartered Accountants firm who are conducting the Internal Audit of the Company . The report thereof is placed before the Audit Committee.

INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSITS

Your company has not accepted any public deposits within the meaning of the Section 58A of the Companies Act, 1956 during the year under review.

LISTING

The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE)and Calcutta Stock Exchange Limited (CSE).

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighborhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account in guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and makes a difference.

The Directors noted the observations made by Auditors with regard to method of accounting pursuant to Accounting Standard 15 and will give the effect of the same in coming year .

APPRECIATION

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company's Customer, Supplier, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward for their continuing support in future.

For and on behalf of the Board Place: Kolkata Date: 25th March , 2015 Bhagwati Prasad Jalan Chairman


Mar 31, 2013

Dear Members

The Directors are pleased to present the Thirty Sixth (36th) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in crores)

Particulars 2012-13 2011-2012

Revenue from Operations (Net of Excise duty) 27.18 36.25

Other Income 0.13 0.92

Total Expenses 28.07 36.25

Profit /(Loss) before tax (PBT) (0.76) 0.92

Profit/(Loss) during the year (0.54) 1.90

FINANCIAL REVIEW

As can be observed from the above your Company''s Operations were adversely affected mainly due to industrial slowdown and in amidst of the same the company''s topline was maintained with esprit de corps and steady cautious measures. However your company is carrying forward a confirmed order book position of Rs 4000 Lacs as on 1.4.13 which are under execution . Your Company efforts for export of its products have started giving fruitful results and company have been rewarded with Export Order also.

The Directors are quite hopeful that the current year operations will be far better than the operation for the period under review .

Special Resolution Passed During the year : One Special Resolution Passed during the year under review in Extra- Ordinary General Meeting held on 20th July 2012.

DIVIDEND:

In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and Article 115 of the Article of Association of the Company, Shri Bhagwati Prasad Jalan ,Shri Vijay Kumar Agarwal, Shri Sajjan Bhajanka and Shri Niraj Jalan Direc- tors of the Company are liable to retire by rotation at the ensuing Annual General Meeting , and being eligible, offer themselves for re-appointment. Notice Pursuant to section 257 of the Companies Act 1956 , together with Requisite Deposits have been received from some members proposing the candidature for being re-elected to the office of the directors. ''

DIRECTORS'' RESPOSIBILITY STATEMENT

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm .

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure ;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Loss of the Company for the year ended on that date.

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

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

PARTICULARS OF EMPLOYEES

None of the employees of your Company come under the provisions of the section 217(2A)(a)of the companies (Particulars of Employees) Rules 1975 . As a result, no disclosure in this regard is necessary

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure -1, forming part of this Report.

INDUSTRIAL RELATIONS

The Company continued to maintain cordial relations with its industrial personnel. The Directors expressed their appreciation for very good co-operation received from all sections of industrial personnel at Odisha and Kolkata.

ISO CERTIFICATION

Your Company is having a status of ISO 9001:2000 Certification. Your company is highly committed to the highest standard of quality.

CORPORATE GOVERNANCE

The Company is committed in 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 Report on Corporate Governance & Shareholders Information together with a Auditors'' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the Listing Agreement Requirements, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company''s assets from loss or damage, to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

The board have appointed a Chartered Accountants firm who are conducting the Internal Audit of the Company . The report thereof is placed before the Audit Committee.

INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSITS

Your company has not accepted any public deposits within the meaning of the Section 58A of the Companies Act, 1956 during the year under review.

LISTING

The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE)and Calcutta Stock Exchange Limited (CSE).

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighborhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes in account guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and makes a difference.

The Directors noted the observations made by Auditors with regard to method of accounting pursuant to Accounting Standard 15 and shall give the effect of the same in coming year .

APPRECIATION

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company''s Customer, Supplier, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward for their continuing support in future.

For and on behalf of the Board

Place: Kolkata

Date: 30th June, 2013 Bhagwati Prasad Jalan

Chairman


Mar 31, 2011

Dear Members,

The Directors hereby present the Thirty Fourth Annual Report together with the Audited Accounts of your Company for the financial year ended on 31st March, 2011.

OPERATING RESULTS

The operating results of your Company for the financial year 2010-2011 are as follows:-

2010-11 2009-10 Rupees in Lakhs

1. Sale of the Products 1781.11 3221.26

2. Other Income 175.47 76.18

3. Total Turnover 1956.58 3297.44

4. Operating Profit/(Loss) before Interest, 274.68 666.10 Depreciation and amortization of expenses

5. Less: Interest 125.89 115.35

Less: Depreciation 26.88 30.24

Less: Amortization of expenses - 16.00

6. Profit/(Loss) for the period 121.91 504.51

7. Provision for Deferred Tax 50.06 122.18

8. Profit/(Loss) after Tax 71.85 382.33

As can be observed from the above your Company's operations were adversely affected mainly due to deferment of some of the large orders supplies from some of its valued customers. However your Company is carrying forward a confirmed order book position of over Rs. 35 Crores as on 1st April 2011 which are under execution . Your Company is making all efforts for export of its products and have started securing orders for the same.

Your directors are quite hopefull that the current year operations will be far better than the operation for the period under review. There has been significant progress with the expansion activities by setting up new modem manufacturing facilities during the year.

The Plant & Machinery purchased from M/s Sirma Spa Italy has started arriving at your Dhenkanal Plant and are under erection.

DIVIDEND

In view of brought forward accumulated losses, your Directors does not recommend any dividend for the year.

RAW MATERIALS

The availability and costs of raw material during the year remained challenging. All efforts are being made for necessary improvement on this.Their has been a significant increase in the cost of coal and Furnace Oil during the year under review.

RESEARCH AND DEVELOPMENT

There is no R & D activities during the year under review. R&D activities are vital for our product to cope with the competitive market condition. But, due to paucity of fund the company could not undertake the same. However the company will start the same in the coming future.

INTERNAL AUDIT

The Management has appointed a Chartered Accountants firm who are conducting the internal audit of the Company. The report thereof is also placed before the Audit Committee.

ACCOUNTING POLICIES

Accounting policies adopted by the Company have been given in Schedule - O, in the Audited Balance Sheet and Profit & Loss Account.

FUTURE PROSPECTS

Your Company's continuous endeavor to enlarge the area of marketing its products has started bearing results . Your company is now focusing on both domestic and international markets for a sustained growth for supply of its products in steel and aluminium sector who are major consumers for refractories and with a vibrant marketing team in place is quite hopefull of achieving better results.

DIRECTORS' RESPONSIBILTY STATEMENT

Persuant to Section 217 (2AA) of the Companies Act, 1956, the Directors have

i) Followed in the presentation of the annual accounts, the applicable accounting standards.

ii) Selected prudent accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) Taken proper and sufficient care, to the best of their knowledge and ability, 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) Prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company come under provisions of Section 217 (A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975. As a result, no disclosure in this regard necessary.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC.

Pursuant to the provisions of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 particulars are given in Annexure-1.

AUDITORS REPORT

The observations made in the Auditors' Report are self explanatory and therefore do not call for any comments.

AUDITORS

M/s. P. Mukhopadhyaya & Co., Chartered Accountants, the present Auditors of the Company, retire at this Annual General Meeting and are eligible for reappointment. Pursuant to the provisions of Section 224 of the Companies Act, 1956, their appointment requires the approval of the members by an ordinary Resolutions.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the continued cooperation and support extended by all concern.



For and on behalf of the Board of Directors

Bhagawati Prasad Jalan (Chairman)

Kolkata Dated: 27th June, 2011


Mar 31, 2010

The Directors hereby present the Thirty Third Annual Report together with the Audited Accounts of your Company for the financial year ended on 31st March, 2010.

OPERATING RESULTS

The operating results of your Company for the financial year 2009-2010 are as follows:-

2009-10 2008-09

Rupees in Lakhs

1. Sale of the Products 3221.26 1478.64

2. Other Income 76.18 71.66

3. Total Turnover 3297.44 1550.30

4. Operating Profit/(Loss) before Interest, 666.10 154.40 Depreciation and amortization of

expenses

5. Less:Interest 115.35 128.71

Less: Depreciation 30.24 15.92

Less: Amortization of expenses 16.00 82.37

6. Profit/(Loss) for the period 504.51 (72.60)

7. Provision for Deferred Tax 122.18

8. Profit/(Loss) after Tax 382.33



As can be observed from above the Companys top line grew by Rs. 1747.15 lakhs and in % terms a increase of 112.70 %. Consequently the bottom line of the Company turned to black from red and was pegged at Rs.382.33 lakhs. Your Directors are hopeful that barring unforeseen circumstances the results of the Company would further improve. Your Directors also wish to inform that the Company has undertaken plans for expansion of the product line by setting up new modern manufacturing facility. The same is expected to be completed by the year 2012. During the year the Company also converted the unsecured loan amounting to Rs. 990 lakhs taken from Promoters and its associates to 9,90,000 numbers of 0% redeemable Preference Shares having face value of Rs. 100/- each. During the year the Company has increased its authorized capital from Rs.800.00 lakhs to Rs.4000.00 lakhs.

DIVIDEND

In view of brought forward accumulated losses, your Directors does not recommend any dividend for the year.

RAW MATERIALS

The availability and costs of raw material during the year remained challenging. All efforts are being made for necessary improvement on this.

RESEARCH AND DEVELOPMENT

There is no R & D activities during the year under review. R&D activities are vital for our product to cope with the competitive market condition. But, due to paucity of fund the company could not undertake the same. However the company will start the same in the coming future.

INTERNALAUDIT

The Management has appointed a firm of Chartered Accountants who are conducting the internal audit of the Company. The report thereof is also placed before the Audit Committee.

ACCOUNTING POLICIES

Accounting policies adopted by the Company have been given in Schedule - O, in the Audited Balance Sheet and Profit & Loss Account.

FUTURE PROSPECTS

The Steel Plants are bringing down the specific refractory consumption (i.e. kg. per tonne of steel) and therefore, the Fireclay and High Alumina refractory market is shrinking and becoming competitive. At this point, the proposed new Steel Plants which are coming up in the State of Orissa is a great hope to the industry and it is expected that the demand may pick up. Simultaneously, your Company is also endeavouring its best to find alternative market for its products.

DIRECTORS RESPONSIBILTY STATEMENT

Persuant to Section 217 (2 AA) of the Companies Act, 1956, the Directors have

i) Followed in the presentation of the annual accounts, the applicable accounting standards.

ii) Selected prudent accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) Taken proper and sufficient care, to the best of their knowledge and ability, 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) Prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company come under provisions of Section 217 (A) of the Companies Act, 195 6 read with Companies (Particulars of Employees) Rule, 1975. As a result, no disclosure in this regard necessary.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC.

Pursuant to the provisions of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 particulars are given in Annexure-1.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and therefore do not call for any comments.

AUDITORS

M/s. P. Mukhopadhyaya & Co., Chartered Accountants, the present Auditors of the Company, retire at this Annual General Meeting and are eligible for reappointment. Pursuant to the provisions of Section 224 of the Companies Act, 1956, their appointment requires the approval of the members by a ordinary Resolutions.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation of the continued cooperation and support extended by all concern.



For and on behalf of the Board of Directors

Kolkata

Dated: 12th August, 2010 Bhagawati Prasad Jalan

(Chairman)

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