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Directors Report of Panchmahal Steel Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members

The Company''s Directors are pleased to present the 43rd Annual Report of the Company together with the Statement of Audited Accounts for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs. in crores)

Particulars

Year ended 31.03.2016

Year ended 31.03.2015

Revenue from Operations

290.17

390.61

Operating Expenses

292.02

380.06

Operating Profit/(Loss) before Interest, Tax, Depreciation & Amortization

(1.85)

10.55

Depreciation & Amortization Expense

8.19

8.65

Finance Costs

11.31

10.66

Other Income

2.63

1.05

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

(18.72)

(7.71)

Exceptional & Extraordinary Items

-

2.10

Profit/(Loss) before Tax

(18.72)

(5.61)

Tax Expense (including Deferred Tax)

(6.09)

(2.07)

Tax for Earlier Years

(0.04)

-

Profit/(Loss) after Tax

(12.59)

(3.53)

Balance brought forward from the previous year

32.80

37.12

Balance available for appropriation

20.21

33.59

Appropriations:

Adjustment relating to Fixed Assets

-

0.79

Balance carried to Balance Sheet

20.21

32.80

TRANSFER TO RESERVES

In view of loss for the financial year under review, no amount has been transferred to the Reserve.

STATE OF COMPANY AFFAIRS/REVIEW OF OPERATIONS

The sales and other income of the Company was lower at Rs.292.80 crores for the year under review as compared to Rs. 391.66 crores in the previous year. The performance during the year was adversely affected due to global economic uncertainties, recessionary trends, lower demand, depreciation of currency and volatile commodity market. The business environment continues to be challenging.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March, 2016.

SHARE CAPITAL

The paid-up Equity Share Capital of your Company as on March 31, 2016 was Rs.19.08 crores. The Company has not issued shares with differential voting rights/Bonus Shares nor has granted stock options/sweat equity and has not bought back any of its securities during the year under review.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding deposits as at 31st March, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) in preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ''going concern'' basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Company has implemented procedures and adopted practices in conformity with the Code of Corporate Governance under the erstwhile Listing Agreement with the Stock Exchange upto 30th November, 2015 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 w.e.f. 1st December, 2015 The Company has implemented Code of Conduct for all its Executive Directors and Senior Management Personnel, Non-Executives Non-Independent and Independent Directors, who have affirmed compliance thereto. The said Code of Conduct has been posted on the website of the Company.

The Management Discussion and Analysis Report and the Corporate Governance Report, appearing elsewhere in this Annual Report, forms part of Directors Report. A certificate from the Statutory Auditors of the Company certifying the compliance of conditions of Corporate Governance is also annexed thereto.

CORPORATE SOCIAL RESPONSIBILITY

The provisions as prescribed under Section 135 of the Companies Act, 2013 with regard to corporate social responsibility along with Rules made there under are not applicable to the Company. The Corporate Social Responsibility Policy and the Committee shall be framed and constituted as and when required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not directly or indirectly:

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

RELATED PARTY TRANSACTIONS

There were no related party transactions entered into during the financial year under Section 188 of Companies Act, 2013. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web-site.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

In accordance with the applicable provisions of the Companies Act, 2013 and Rules made there under, Mr. Ashok Malhotra retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his re-appointment.

Key Management Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Management Personnel of the Company are - Mr. Ashok Mlahotra, Chairman & Managing Director, Mr. Pradip H. Gupta, Chief Financial Officer and Mr. Deepak Nagar, GM (Legal) & Company Secretary.

Declaration by Independent Directors

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.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as of the Audit, Nomination & Remuneration & Stakeholders Relationship Committees of the Board. The details of Board evaluation process have been provided under the Corporate Governance Report.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the operations of Company, business overview etc. The details of familiarization programme are explained in the Corporate Governance Report.

Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee had framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Remuneration Policy forms part of Corporate Governance Report of this Annual Report.

Number of Meetings of the Board of Directors and Audit Committee

During the year 4 (four) Board Meetings, 1 (one) Independent Directors'' meeting and 4 (four) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

M/s. JRS Patel & Co., Chartered Accountants, Vadodara were appointed as Statutory Auditors of your Company at the previous Annual General Meeting held on 30th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

Internal Auditors

Your Company has appointed M/s. Saurabh Shah & Co., Chartered Accountants, Vadodara as Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

Cost Auditors

M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, the Cost Auditors of the Company carried out the audit of cost records for steel Plant of the Company during the year. The Board of Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants for the financial year 2016-17. The Cost Audit Report for the Financial Year 2014-15 was filed with the Ministry of Corporate Affairs on 17th September, 2015.

Secretarial Auditor

During the year, Secretarial Audit was carried out by Mr. Niraj Trivedi, Practising Company Secretary, Vadodara, the Secretarial Auditor of the Company for the financial year 2015-16. There were no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. The Secretarial Audit Report is appended as "Annexure-A" to this Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as "Annexure-B" to this Report.

AUDIT COMMITTEE

During the year, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of the recommendation of the Audit Committee by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company. The provisions relating to Risk Management Committee are not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. These systems are routinely tested by Statutory as well as Internal Auditors. Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

The Company has in place adequate internal financial controls with reference to financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHNAGE EARNINGS & 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-C" to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-D" to this Report.

The statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure E" to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY

Consequent upon the coming into effect of the Scheme of Amalgamation between AMIL Enterprises Private Limited (the "Transferor Company") and Honeyvick Enterprises Private Limited (the "Transferee Company") as approved by the Hon''ble High Court of Gujarat, M/s Honeyvick Enterprises Private Limited, a person acting in concert with promoters of the Company has become the holding company of your Company with effect from February 24, 2016.

Your Company does not have any subsidiary, joint venture or associate Company.

LISTING AGREEMENT

As per the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company entered into Fresh Listing Agreement with the BSE Limited during February, 2016.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2016.

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 : 13th August, 2016 Chairman & Managing Director


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

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