Home  »  Company  »  Panchmahal Steel  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Panchmahal Steel Ltd.

Mar 31, 2014

Dear Members

The Directors of your Company present to you the 41st Annual Report of your Company together with the Statement of Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in crores)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from Operations 326.92 340.88

Operating Expenses 316.28 320.47

Operating Profit before Interest, Tax, Depreciation & Amortization 10.64 20.41

Depreciation & Amortization Expense 6.85 8.17

Finance Costs 9.34 9.34

Other Income 0.99 2.37

Profit/(Loss) before Exceptional & Extraordinary Items and Tax (4.56) 5.26

Exceptional & Extraordinary Items 1.60 -

Profit/(Loss) before Tax (2.96) 5.26

Tax Expense (including Deferred Tax) (1.13) 1.51

Profit/(Loss) after Tax (1.82) 3.75

Balance brought forward from the previous year 39.05 38.14

Balance available for appropriation 37.23 41.89

Appropriations:

Transfer from Debenture Redemption Reserve - 0.03

Transfer to General Reserve - 0.10

Proposed Dividend - 2.36

Tax on Proposed Dividend - 0.40

Compensation in lieu of Dividend 0.11 0.00

Balance carried to Balance Sheet 37.12 39.05

OPERATIONS

The sales and other income of the Company is Rs.327.91 crores as against Rs.343.25 crores in the previous year. The operating profit is Rs.10.64 crores as compared to Rs. 20.41 crores in the previous year.

The business environment continued to be challenging during the year on account of global slowdown and also on account of uncertainties in the Indian economy. High volatilities in the exchange rate further added to the uncertainties of business. However, your Company continues to improve and strengthen its operations and the management is hopeful and confident of better future of the company.

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2014.

FINANCIAL RESTRUCTURING

Your Company has fully discharged all its liabilities towards secured lenders of the Company as per the Scheme of Compromise and/or Arrangement approved by the Hon''ble High Court of Gujarat. The Company has paid up all its long term debt.

The Company has issued 1,73,869 Equity Shares of Rs. 10/- each as fully paid-up shares at a premium of Rs.152.75 per share aggregating to Rs.2,82,97,180/- to Gujarat Industrial Investment Corporation Limited as per the order of Hon''ble High Court of Gujarat under the Scheme of Compromise and/or Arrangement.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2014.

STATUTORY DISCLOSURES

1. The statutory disclosures in accordance with Section 217(1)(e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Annexure-A to this report.

2. The information required under the amended provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Report is given in Annexure - B of this report.

3. A Report on Corporate Governance, pursuant to the revised Clause 49 of the Listing Agreement, along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis Report are separately given as Annexure - C to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors affirm that the audited accounts containing financial statements for the financial year 2013-14 are in full conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly, the form and substances of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. These statements are audited by the statutory auditors M/s JRS Patel & Co., Chartered Accountants, Vadodara.

Your Directors further confirm that:

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

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 as on 31st March, 2014 and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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.

Your Company''s Internal Auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures have been followed.

DIRECTORS

In accordance with the erstwhile provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Nilesh Mehta and Mr. Amal Dhru, Directors of the Company retire by rotation at the ensuing Annual General Meeting. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Nilesh Mehta and Mr. Amal Dhru have offered themselves for appointment as Independent Director for 5 years from the date of ensuing Annual General Meeting to be held on 30th September, 2014. Further Mr. Mohanraj M. Singhi and Mr. Milan Shah, Directors whose period of office is subject to retirement by rotation have offered themselves for appointment as Independent Directors for 5 years from the date of ensuing Annual General Meeting to be held on 30th September, 2014 in terms of Section 149 and any other applicable provisions of Companies Act, 2013. The Company has received requisite disclosures / declarations from all Independent Directors viz, Mr. Nilesh Mehta, Mr. Amal Dhru, Mr. Mohanraj M. Singhi & Mr. Milan Shah as required under the relevant provisions of Companies Act, 2013.

The Company has received notices under Section 160 of Companies Act, 2013 from members signifying their intention to propose Mr. Nilesh Mehta, Mr. Amal Dhru, Mr. Mohanraj M. Singhi & Mr. Milan Shah as candidates for the office of Independent Directors at the ensuing Annual General Meeting.

The Board of Directors have re-appointed Mr. Pradeep Sharma as Director (Operations) of the Company w.e.f. 26th October, 2014 for a period of 3 years. The Board recommend his re-appointment.

Mr. Ashok Malhotra, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

AUDITORS

The Auditors M/s. JRS Patel & Co., Chartered Accountants, Vadodara, retires and offers themselves for re-appointment.

The observations made by the Auditors, read with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

COST AUDIT

In terms of Section 148 of the Companies Act, 2013, the Board has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, as Cost Auditors to carry out the cost audit in respect of Steel Plant of the Company for the financial year 2014-15.

As required under the provision of Section 139(1) of the Companies Act, 2013, M/s. Kiran J. Mehta & Co., Cost Accountants have given their consent and written certificate under the provisions of Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014. Further, Section 148 (3) of Companies Act, 2013 requires that the remuneration of cost auditors shall require the ratification of Shareholders and accordingly the appropriate resolution has been included in the notice convening the 41st Annual General Meeting.

The Cost Audit Report for the financial year 2012-13, which was due to be filed with the Ministry of Corporate Affairs by September 27, 2013, was filed on June 13, 2013.

APPRECIATION

Your Directors thank the Banks, Financial Institutions, Shareholders, Customers and Suppliers for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors

Place:Vadodara Ashok Malhotra Date:12th August, 2014 Chairman & Managing Director


Mar 31, 2013

To, The Members

The Directors of your Company present to you the 40th Annual Report of your Company together with the Statement of Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in crores) Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operations 340.88 464.26

Operating Expenses 320.47 435.25

Operating Profit before Interest, Tax, Depreciation & Amortization 20.41 29.01

Depreciation & Amortization Expense 8.17 12.03

Finance Costs 9.34 9.64

Other Income 2.37 1.18

Prior Period Items 0.00 0.14

Profit before Tax 5.26 8.39

Tax Expense (including Deferred Tax) 1.51 2.64

Profit after Tax 3.75 5.75

Balance brought forward from the previous year 38.14 38.08

Balance available for appropriation 41.89 43.84

Appropriations:

Transfer from Debenture Redemption Reserve 0.03 0.39

Transfer to General Reserve 0.10 0.60

Proposed Dividend 2.36 4.73

Tax on Proposed Dividend 0.40 0.77

Balance carried to Balance Sheet 39.05 38.14

OPERATIONS

The sales and other income of the Company is Rs.340.88 crores as against Rs.464.26 crores in the previous year. The operating profit is Rs.20.41 crores as compared to Rs. 29.01 crores in the previous year.

The current business environment is difficult and challenging on account of the overall global slowdown and also the weak investment climate and slowing of the Indian economy. The high volatility in the exchange rate further adds to the uncertainties of business. However, your Company endeavours to remain competitive & improve operations and the management is confident of the future growth of the company.

DIVIDEND

Your Directors have recommended a dividend @ Rs.1.25/- per equity share of face value of Rs.10/- each for the year ended 31st March, 2013.

FINANCIAL RESTRUCTURING

The Company has paid all loans to the secured lenders as per the Scheme of Compromise and/or Arrangement approved by the Hon''ble High Court of Gujarat. The matter related to dissenting secured lender is pending before the Hon''ble High Court of Gujarat.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2013.

STATUTORY DISCLOSURES

1. The statutory disclosures in accordance with Section 217(1)(e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Annexure- A to this report.

2. The information required under the amended provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Report is given in Annexure - B of this report.

3. A Report on Corporate Governance, pursuant to the revised Clause 49 of the Listing Agreement, along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis Report are separately given as Annexure - C to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors affirm that the audited accounts containing financial statements for the financial year 2012-13 are in full conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly, the form and substances of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. These statements are audited by the statutory auditors M/s JRS Patel & Co., Chartered Accountants, Vadodara.

Your Directors further confirm that :

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

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 as on 31st March, 2013 and of the profit of the Company for that period;

iii) the Directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of 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.

Your Company''s Internal Auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures have been followed.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Mr. Mohanraj M. Singhi and Mr. Milan Shah, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The observations made by the Auditors, read with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

The Auditors M/s. JRS Patel & Co., Chartered Accountants, retires and offers themselves for re-appointment.

COST AUDIT

The Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, as Cost Auditors to carry out the cost audit in respect of Steel Plant of the Company for the financial year 2013-14 subject to approval of the Central Government. An application for approval of the Central Government for such re-appointment would be made by the Company.

The Cost Audit Report in XBRL format for the financial year 2011-12, which was due to be filed with the Ministry of Corporate Affairs by December 31, 2012, was filed on December 12, 2012.

APPRECIATION

Your Directors thank the Banks, Financial Institutions, Shareholders, Customers and Suppliers for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors

Place : Vadodara Ashok Malhotra

Date : 28th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors of your Company present to you the 39th Annual Report of your Company together with the Statement of Audited Accounts for the year ended 31 st March, 2012.

FINANCIAL RESULTS

(Rs. in crores)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 464.16 404.60

Operating Expenses 435.25 365.64

Operating Profit before Interest, Tax, Depreciation & Amortization 28.91 38.96

Depreciation & Amortization Expense 12.03 13.97

Finance Costs 9.64 8.83

Other Income 1.28 1.05

Prior Period Items 0.13 (0.10)

Profit before Tax 8.39 17.31

Tax Expense (including Deferred Tax) 2.64 5.73

Profit after Tax 5.75 11.58

Balance brought forward from the previous year 38.08 29.83

Balance available for appropriation 43.83 41.41

Appropriations

Transfer from Debenture Redemption Reserve (0.39) (3.44)

Transfer to General Reserve 0.60 1.20

Proposed Dividend 4.73 4.73

Tax on Proposed Dividend 0.77 0.77

Dividend (F.Y.2009-10) - 0.06

Tax on Dividend (F.Y. 2009-10) - 0.01

Balance carried to Balance Sheet 38.13 38.08

OPERATIONS

The sales and other income of the Company is Rs.465.44 crores as against Rs.405.65 crores in the previous year. The operating profit is Rs.28.91 crores as compared to Rs.38.96 crores in the previous year.

The global economic uncertainties, recessionary trends and depreciating rupee continue to create a challenging business environment. However, your Company is well poised to face these uncertainties and the management is confident and optimistic of the growth and bright future of the Company.

DIVIDEND

Your Directors have recommended a dividend @ Rs.2.50/- per equity share of face value of Rs.10/- each for the year ended 31st March, 2012.

FINANCIAL RESTRUCTURING

The Company is meeting its entire obligation and is making payments to the Secured Lenders as per the terms of the Scheme of Compromise and/or Arrangement as approved by the Hon'ble High Court of Gujarat.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2012.

STATUTORY DISCLOSURES

1. The statutory disclosures in accordance with Section 217(1 )(e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Annexure- A to this report.

2. The information required under the amended provisions of Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Report is given in Annexure - B of this report.

3. A Report on Corporate Governance, pursuant to the revised Clause 49 of the Listing Agreement, along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis are separately given as Annexure - C to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors affirm that the audited accounts containing financial statements for the financial year 2011-12 are in full conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly, the form and substances of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These statements are audited by the statutory auditors M/s JRS Patel & Co., Chartered Accountants, Vadodara.

Your Directors further confirm that:

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

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 and of the profit of the Company for that period;

iii) The Directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of 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.

Your Company's Internal Auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures have been followed.

DIRECTORS

GIIC Limited and Asset Reconstruction Company (India) Limited withdrew their nominees, Mr. Rajendra R. Rajyaguru and Mr. Satish Kumar Gupta respectively from the Board of Directors of the Company. The Board records its appreciation for the valuable guidance rendered by them.

The Board of Directors has re-appointed Mr. Pradeep Sharma as Director (Operations), Mr. Hanish Malhotra as Director (Marketing) and Mr. Ashok Malhotra as Managing Director of the Company with effect from 26th October, 2011, 1st February, 2012 & 1st April, 2012 respectively for a period of 3 years. The Board recommends their re-appointment.

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Mr. Nilesh Mehta and Mr. Amal Dhru, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The observations made by the Auditors, read with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

The Auditors M/s. JRS Patel & Co., Chartered Accountants, retires and offers themselves for re-appointment.

APPRECIATION

Your Directors thank the Banks, Financial Institutions, Shareholders, Customers, Suppliers for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors

Place : Vadodara Ashok Malhotra

Date : 22nd May, 2012 Chairman & Managing Director


Mar 31, 2011

The Members

The Directors of your Company present to you the 38th Annual Report of your Company together with the Statement of Audited Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS

(Rs. in crores)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Sales & Other Income 405.48 294.05

Total Expenditure 365.63 260.78

Operating Profit 39.85 33.27

Interest, Finance Charges & Exchange Variation 8.65 4.12

Gross Profit for the year 31.20 29.15

Depreciation 13.97 13.72

Profit before Taxation 17.23 15.43

Less: Provisions for Taxation (including Provision for Deferred Tax) 5.75 0.86

Profit/(Loss) before Exceptional Items 11.48 14.57

Add : Prior Period Adjustments 0.10 -

Profit for the year 11.58 14.57

Balance brought forward from the previous year 29.83 24.42

Balance available for appropriation 41.41 38.99

Appropriations:

Transfer (from) / to Debenture Redemption Reserve (3.44) 3.86

Transfer to General Reserve 1.20 1.10

Proposed Dividend 4.73 3.60

Tax on Proposed Dividend 0.77 0.60

Dividend (F.Y.2009-10) 0.06 -

Tax on Dividend (F.Y. 2009-10) 0.01 -

Balance carried to Balance Sheet 38.08 29.83

OPERATIONS

The sales and other income of the Company is Rs.405.48 crores as against Rs.294.05 crores in the previous year. The operating profit is Rs.39.85 crores as compared to Rs. 33.27 crores in the previous year.

Your Comapny has established itself as a qualitative and reliable manufacturer in the global market and is exporting its products in various segments in over 40 countries.

The business environment continues to be challenging on account of high volatilities in the prices of nickle, a major raw material for the Company. However, the Company is well geared to meet the dynamics of the business environment and the management is optimistic of the bright future for the Company.

DIVIDEND

Your Directors have recommended a dividend @ Rs.2.50/- per equity share of face value of Rs.10/- each for the year ended 31st March, 2011.

FINANCIAL RESTRUCTURING

The Company is meeting its entire obligation and is making payments to the Secured Lenders as per the terms of the Scheme of Compromise and/or Arrangement as approved by the Hon'ble High Court of Gujarat.

The Board of Directors at their meeting held on 15th November, 2010 have converted 7,75,000 Secured Fully Convertible Debentures held by M/s Gujarat Industrial Investment Corporation Limited and on such conversion, issued and allotted to them:

a) 5,76,460 Equity Shares of Rs. 10/- each as fully paid-up at a share premium of Rs. 152.75 per share aggregating to Rs. 9,38,18,865/- &

b) 24 Nos. of 5% Secured Non-Convertible Debentures - Series 2 (NCDs-Series 2) of the face value of Rs. 1,00,000/- each of the aggregate nominal value of Rs. 24,00,000/-.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2011.

STATUTORY DISCLOSURES

1. The statutory disclosures in accordance with Section 217(1)(e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Annexure-A to this report.

2. The information required under the amended provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Report is given in Annexure - B of this report.

3. A Report on Corporate Governance, pursuant to the revised Clause 49 of the Listing Agreement, along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis are separately given as Annexure - C to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Yours Directors affirm that the audited accounts containing financial statements for the financial year 2010-11 are in full conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly, the form and substances of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These statements are audited by the statutory auditors M/s JRS Patel & Co., Chartered Accountants, Vadodara.

Your Directors further confirm that:

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

ii) the Directors 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 at the end of the financial year and of the profit of the Company for that period;

iii) the Directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of 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.

Your Company's Internal Auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures have been followed.

DIRECTORS

Mr. R.R. Rajyaguru ceased to be a nominee Director of GIIC Limited with effect from 30th May, 2011.

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Mr. Mohanraj M. Singhi and Mr. Milan Shah, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The observations made by the Auditors, read with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

The Auditors M/s. JRS Patel & Co., Chartered Accountants, retires and offers themselves for re-appointment.

APPRECIATION

Your Directors thank the Banks, Financial Institutions, Shareholders, Customers, Suppliers for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors

Ashok Malhotra Chairman & Managing Director

Place : Vadodara Date :30th May, 2011


Mar 31, 2010

The Directors of your company present to you the 37th Annual Report of your Company together with the Statement of Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in crores)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Sales & Other Income 294.05 472.51

Total Expenditure 260.78 451.61

Operating Profit 33.27 20.90

Interest, Finance Charges & Exchange Variation 4.12 20.43

Gross Profit for the year 29.15 0.47

Depreciation 13.72 14.31

Profit before Taxation 15.43 (13.84)

Less : Provisions for Taxation 0.86 (4.99)

Profit/(Loss) before Exceptional Items 14.57 (8.85)

Less : Prior Period Adjustments - 4.34

Profit for the year 14.57 (13.19)

Balance brought forward from the previous year 24.42 37.61

Balance available for appropriation 38.99 24.42

Appropriations:

Transfer to Debenture Redemption Reserve 3.86 --

Transfer to General Reserve 1.10 --

Proposed Dividend 3.60 --

Tax on Proposed Dividend 0.60 --

Balance carried to Balance Sheet 29.83 24.42

OPERATIONS

The sales and other income of the Company is Rs.294.05 crores as against Rs.472.51 crores in the previous year. The operating profit is Rs.33.27 crores as compared to Rs.20.90 crores in the previous year.

The business environment continued to be challenging after the global meltdown in the previous year. However the Companys thrust on value added products and increasing the customer base is giving results and your Directors are cautiously optimist of the future growth of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2/- per equity share of the face value of Rs.10/- for the year ended 31st March, 2010.

FINANCIAL RESTRUCTURING

The Scheme of Compromise and/or Arrangement between the Company and its Secured Lenders was sanctioned by the Honble High Court of Gujarat during the previous year. The Company is meeting its entire obligation and has made all payments to the Secured Lenders as per the terms of the Scheme.

The Board of Directors at their meeting held on 27th March, 2010 have converted 5,38,80,000 Secured Fully Convertible Debentures and have issued and allotted to Asset Restructuring Company (India) Limited (ARCIL) :

i) 40,07,700 Equity Shares of Rs.10/- each as fully paid at a premium of Rs.152.75 per share aggregating to Rs.65,22,53,175/-.

ii) 170, 5% Secured Non-Convertible Debentures - Series 2 (NCDs - Series 2) of the face value of Rs.1,00,000/- each of the aggregate value of Rs.1,70,00,000/-.

Further, the Board of Directors at their meeting held on 31st May, 2010 have also converted 44,50,000 Secured Fully Convertible Debentures and have issued and allotted to Life Insurance Corporation of India (LIC) :

i) 3,31,000 Equity Shares of Rs.10/- each as fully paid at a premium of Rs.152.75 per share aggregating to Rs.5,38,70,250/-.

ii) 14, 5% Secured Non-Convertible Debentures - Series 2 (NCDs - Series 2) of the face value of Rs.1,00,000/- each of the aggregate value of Rs.14,00,000/-.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2010.

STATUTORY DISCLOSURES

1. The statutory disclosures in accordance with Section 217(1)(e) of the Companies Act, 1956, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are made in Annexure-A to this report

2. The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Report, is given in Annexure-B of this report

3. A Report of Corporate Governance, pursuant to the revised Clause 49 of the listing agreement, along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussions and Analysis are separately given as Annexure-C to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors affirm that the audited accounts containing financial statements for the financial year 2009-10 are in full conformity with the requirements of the Companies Act, 1956. They believe that the financial statements reflect fairly, the form and substances of transactions carried out during the year and reasonably present the Companys financial condition and results of operations. These statements are audited by the statutory auditors M/s.J.R.S. Patel & Co., Chartered Accountants, Vadodara.

Your Directors further confirm that :

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

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 and of the profit of the Company for that period;

iii) the Directors have taken proper 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.

Your Companys Internal Auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures have been followed.

DIRECTORS

Mr.Satish kumar Gupta was appointed as Nominee Director of Asset Restructuring Company (India) Limited with effect from 30th October, 2009.

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Mr.Nilesh Mehta and Mr.Amal Dhru, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The observations made by the Auditors, read with the relevant Notes to the Accounts and Accounting Policies are self explanatory.

The Auditors M/s.J.R.S. Patel & Co., Chartered Accountants, retire and offer themselves for re-appointment.

APPRECIATION

Your Directors thank the Banks, Financial Institutions, Shareholders, Customers, Suppliers for their co-operation and support to the Company. The Directors express their sincere appreciation for the dedication and commitment of all its employees.

For and on behalf of the Board of Directors

Place : Vadodara Ashok Malhotra

Date : 31st May, 2010 Chairman & Managing Director

Find IFSC