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Directors Report of Prakash Steelage Ltd.

Mar 31, 2015

To

The Members

Prakash Steelage Limited

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the audited financial statements for the Financial Year ended March 31, 2015.

Corporate Overview :

Prakash Steelage Limited is a Company that manufactures and exports stainless steel tubes and pipes. It has its Registered Office located at Mumbai, Maharashtra and plants located at Umbergaon, Gujarat and Silvassa (UT- Dadra & Nagar Haveli ).

Financial Highlights of the Company :

The financial highlights of the Company, for the year ended 31st March, 2015 are summarized below:

(Rs. in Lacs)

Standalone Consolidated

Particulars FY 2014-15 FY 2013-14 FY 2014-15 FY 2013-14

Total Revenue 1,08,455.17 94,833.55 1,13,529.55 1,02,955.72

Less: Expenditure 1,05,179.52 91,493.44 1,10,188.70 99,130.31

Profit Before Tax and Depreciation 3,275.65 3,340.11 3,340.84 3,825.41

Less: Depreciation 1,135.96 808.66 1,135.96 808.66

Profit Before Tax (PBT) 2,139.69 2,531.45 2,204.87 3,016.74

Less: Tax 733.69 876.53 733.69 876.53

Net Profit After Tax (PAT) 1,406.00 1,654.92 1,471.18 2,140.21

Financial Performance :

On Standalone Basis the income from operations fo r the year has increased to Rs.1,08,455.17 Lacs as compared to Rs.94,833.55 Lacs of previous year reflecting a growth of 14.36%. The Profit Before Ta x for the year was Rs.2,139.69 Lacs as against Rs.2,531.45 Lacs. The Net Profit after Tax is Rs.1,406.00 Lacs as compared to Rs.1,654.92 Lacs during previous year. The profit percentage both of PBT and PAT were decreased on account of the increased cost of production and operations and due to exceptional item.

Subsidiaries :

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Company has its Wholly-Owned Foreign Subsidiary at U.A.E. in the name of Pioneer Stainless & Alloy, F.Z.C. The details with respect to operations of Wholly-owned Foreign Subsidiary during the year under review are covered in the Management Discussion and Analysis Report.

The Statement in form AOC-1 (Annexure 1) containing salient features of the financial statements of Company's Subsidiaries is attached to this report.

- Wholly-owned Subsidiary / Associate Company :

The Company entered into a Joint Venture Agreement dated 13th February, 2015, executed between theCompany and Tubacex S.A. Spain. Accordingly, the Company incorporated Joint Venture (JV) Company 'Tubacex Prakash India Private Limited' as a Wholly Owned Subsidiary, and transferred its seamless stainless steel tubes and pipes business to JV Company, in accordance with the provisions of the Business Transfer Agreement dated 25th July, 2015 executed between the Company and the JV Company.

The Company utilized the said consideration in the following manner:

i) Rs.20,601.30 Lac has been utilized towards the repayment of Bank debts, creditors of seamless division and incidental expenses; and

ii) Rs.314.70 Lac towards investment in the Equity Share Capital in the JV Company.

The JV Company on July 27, 2015, allotted Equity Shares as per the JV Agreement, resulting in Tubacex S.A., Spain holds 67.53% and the Company holds 32.47% of the Equity Share Capital in the JV Company. Subsequent to the said allotment, the JV Company which had been incorporated as a Wholly Owned Subsidiary of the Company has become an Associate Company.

Joint Venture :

- Development of Industrial Park :

During the financial year 2013-14, the Company had formed strategic alliance with Kargwal Developers Private Limited (Co-promoter Omkar Group) for developing an Industrial Park in the name of "Krishna Industrial Park" on its idle land located at Palgam, Umbergaon, Gujarat. The profit generated through construction business has been shown as other income of the Company.

Share Capital :

The Paid-up Share Capital of the Company as at 31st March, 2015 stood at 17.50 Crore. During the year under review, the Company has not issued shares with or without differential voting rights nor has granted any stock option or sweat equity. As on 31st March, 2015, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Dividend :

The Board has, subject to the approval of members at the ensuing Annual General Meeting, recommended a dividend of Paise 0.50 (Previous Year Re. 1/-) per Equity Share on the 1,75,00,039 fully paid-up Equity Shares of Rs.10/- each, for the financial year ended 31st March, 2015.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements :

The Company has in place adequate internal financial controls with reference to financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Co mmittee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

Your Company operates in SAP system, and has many of its accounting records stored in an electronic form and backed up periodically.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary. Internal Auditors have been appointed which report on quarterly basis on the operations of the Company. The observations, if any, of the Internal Auditors, are resolved to their satisfaction and are implemented across all the sites.

Credit Rating :

CRISIL has reaffirmed its rating:

1. BBB for long term and

2. A3 for short term

The ratings reflect the Company's financial risk profile, marked by healthy net worth and low gearing, and its established market position in the stainless steel pipes and tubes industry. These rating strengths are partially offset by the Company's working-capita-intensive operations and its susceptibility to volatility in prices of inputs and in foreign exchange rate.

Deposits :

The Company has not accepted any Deposit from the public within the meaning of provisions of Section 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Statutory Auditors :

M/s. Khandelwal Jain & Co., (Firm Registration No. 105049W) and M/s. Batliboi & Purohit, (Firm Registration No . 101048W), Chartered Accountants were appointed as the Joint Statutory Auditors of the Company for Financial year 2014-15 and holding office upto the conclusion of the ensuing Annual General Meeting.

However, M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W) have intimated their inability to continue and therefore not seeking re-appointment, as the Joint Statutory Auditor at the ensuing Annual General Meeting of the Company.

Your Directors have proposed, on the basis of the recommendation of the Audit Committee the re-appointment of M/s. Batliboi & Purohit, Chartered Accountants, (Firm Registration No. 101048W), as the Statutory Auditor of the Company, and the said firm shall hold office from the conclusion of this Annual General Meeting till conclusion of the AGM to be held for the financial year 2019-20 (i.e., for a term of 5 years) (subject to ratification of the appointment by the Members at every AGM held after this AGM) at such remuneration plus out- of-pocket expenses as may be agreed to between the Board of Directors of the Company and the Auditors of the Company.

In this regard, the Company has received necessary consent letter from M/s. Batliboi & Purohit intimating their consent and eligibility to the effect that their reappointment, if made, will be in accordance with Section 141 of the Companies Act, 2013.

Auditors' Report :

There is no qualification in the Auditors' report on the financial statements of the Company. There is an 'emphasis of matter' regarding non-disclosure of initial disclosures as required by Accounting Standard (AS) 24 'Discontinuing Operations' for the proposed transfer of seamless business. The reason for non-disclosure are mentioned in note no. 40 to the Financial Statements which is self explanatory.

Cost Auditor :

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Amish Parmar & Associates, Cost Accountants as the Cost Auditor of your Company for the financial year 2015-16 on the recommendations made by the Audit Co mmittee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.95,000/- plus Service Ta x and out of pocket expenses, if any. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has been included in the notice of the Annual General Meeting.

The Co st Audit Report fo r the year ended 31st March, 2014 in XBRL format has been filed on 29th November, 2014.

Significant and Material Orders :

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

Extract of the annual return :

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as 'Annexure 2' to this Report.

Disclosure under Section 134 (3) (l) of the Companies Act, 2013 :

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company between the end of the financial year of the Company and date of this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo :

a. Conservation of energy, technology absorption

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as stated in Annexure 3 of this report.

b. Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows (as attached Annexure 3) to this report.

Directors and Key Managerial Personnel :

a. Meetings of the Board of Directors and Audit Committee held during the year 2014-15 :

The details of the number of Board meetings and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

b. Changes in Directors and Key Managerial Personnel

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, D r. Bipin C. Doshi, Mr. Himanshu J. Thaker, M r. Gautam C. Jain and M r. A. Prakashchandra Hegde were appointed as Independent Directors on the Board of Directors of your Company at the 23rd AGM held on September 26, 2014 to hold office upto March 31, 2019.

Further during the financial year 2014-15, Ms. Neetta K. Bokaria, was appointed as Additional/Non-Executive Director of your Company at the meeting of the Board of Directors held on March 30, 2015 and subsequently her appointment was approved as a Non-Executive (Independent) Director by The shareholders through Postal Ballot.

Dr. Bipin C. Doshi, resigned as the Independent Director of the Company with effect from 31st May, 2015.

Further in terms of Clause 8.1 of the Joint Venture Agreement executed between the Company and Tubacex S.A., Mr. Ashok M. Seth, resigned as the Whole-Time Director and Chief Financial Officer of the Company with effect from 01st August, 2015, on his proposed appointment as an Executive Director of Tubacex Prakash India Private Limited, and M r. Kamal P. Kanugo, resigned as a Whole-time Director of the Company with effect from 01st August, 2015, on his proposed appointment as an Executive Director of Tubacex Prakash India Private Limited. Subsequent to the above-mentioned resignation, M r. Ashok M Seth and Mr. Kamal P. Kanugo are continuing only as Directors on the Board of Directors of your Company.

Mr. Hemant Kanugo has been appointed as the Chief Financial Officer of the Company with effect from 14th August, 2015.

Mr. Prakash C. Kanugo, the Chairman & Managing Director of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of the Companies Act, 2013 read with Companies (appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for re-appointment. Resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening 24th AGM. Your Directors recommend his re-appointment.

Mr. Prakash C. Kanugo, Managing Director, M r. Hemant Prakash Kanugo, Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Ms. Pallavi. P. Shedge tendered her resignation as the Company Secretary and Compliance Officer of the Company effective from August 19, 2015.

c. Declaration by an Independent Director(s) and re- appointment, if any :

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

d. Formal Annual Evaluation :

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

Familiarisation Programme for Independent Directors :

Pursuant to provisions of Clause 49 (II) (B) (7) (b) of the Listing Agreement, during the year under review the Company prepared and pursued the Familiarization Programme for Independent Directors as hosted on Company's website at www.prakashsteelage.com.

Audit Committee :

The Company has its Audit Committee constituted under the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, with enhanced scope and functions as stipulated under the law. The Audit Committee of the Company comprises Mr. Gautam C. Jain as Chairman of the Committee, Mr.A.Prakashchandra Hegde, Mr. Himanshu J. Thaker and Mr. Ashok M. Seth as members of the Committee. The scope and functions of the Committee are available on Company's website www.prakashsteelage.com. All the recommendations of the Audit Committee were accepted by the Board of Directors during the year.

Vigil Mechanism :

The Company has adopted vigil mechanism details of which have been provided in the Corporate Governance Report and policy on vigil has been posted on the website of the Company i.e., www.prakashsteelage.com.

Nomination and Remuneration Committee :

In Compliance with the provisions of Section 178 of Companies Act, 2013, your Company re-constituted its "Nomination and Remuneration Committee" with enhanced scope and functions as stipulated under the law. The Nomination and Remuneration Committee of the Company comprises of Mr. Himanshu J. Thaker as Chairman of the Committee, Ms. Neetta K. Bokaria and Mr. A. Prakashchandra Hegde as members of the Committee. The scope and functions of the Committee are available on Company's website www.prakashsteelage.com.

The Nomination and Remuneration Policy as approved by the Board is attached herewith as Annexure 4 to this report.

Policy for Selection, Appointment and Remuneration of Directors including criteria for their performance evaluation :

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Performance Evaluation of the Directors, the Board and its Committees was carried out based on the criteria /manner recommended by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was also carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the evaluation process.

Stakeholders' Relationship Committee :

In Compliance with The provisions of Section 178 of Companies Act, 2013, your Company re-constituted its 'Stakeholders' Relationship Committee', wi th an enhanced scope and functioning. The stakeholders Relationship Committee of the Company comprises of M r. A. Prakashchandra Hegde as Chairman of the Committee and Mr. Himanshu J. Thaker and Mr. Ashok M. Seth as Members of the Committee. The scope and functions of the Committee are available on Company's website www.prakashsteelage.com.

Corporate Social Responsibility Committee :

Your Company has constituted CSR Committee considering the requirements of the Companies Act, 2013. Details regarding constitution of the Committee and its meetings have been provided in the Corporate Governance Report.

The Company has not made any expenditure on CSR as the Company is still in the process of identifying the eligible project. The Company intends to contribute the money for CSR activities as soon as the project is identified.

Risk Management Committee :

Your Company has constituted Risk Management Committee in Compliance with the Clause 49 of Listing Agreement. The details with respect to constitution, scope and functions of the Committee are available on Company's website www.prakashsteelage.com.

Executive Committee :

Your Company has constituted its Executive Committee comprising of Executive Directors with an enhanced scope and functioning. The Executive Committee of the Company comprises of M r. Prakash C. Kanugo as Chairman of the Committee and Mr. Ashok M. Seth, Mr. Hemant P. Kanugo and Mr. Kamal P. Kanugo as Members of the Committee.

Loans, Guarantees or Investments :

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is appended in Form No. AOC – 2 as per Annexure 5 to this report.

Managerial Remuneration:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 6 to this report.

Secretarial Audit Report :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha & Co., Practising Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure 7 to this report.

Necessary explanation to the observations made in the Secretarial Audit Report are given below:

Non-filing of E-Form-MGT10 i.e., Return to be filed with Ministry of Corporate Affairs, whenever there is an increase or decrease of two percent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company.

Though the Company has filed the Annual Return on Foreign Liabilities and Assets with Reserve bank of India, the return of Annual Performance Report with respect to the foreign subsidiary is not filed.

Reply: The Company is required to file e-Form MGT-10 in case of any change of increase / decrease of 2% or mo re in the shareholding of shareholding of the Promoters and the top ten shareholders and 2% or more is calculated on the paid up share capital of the Company.

During the year there was no change in The shareholding of the promoters and the change, if any, in the shareholding of the top ten shareholders is less than 2% of the paid-up share capital of the Company.

The return of Annual Performance Report with respect to the foreign subsidiary was not filed due to oversight. Proper systems and processes have been introduced to ensure that the Annual Performance Report is filed within the stipulated time in the subsequent years.

Corporate Governance Certificate :

The Compliance certificate from The auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

Internal Control Systems :

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new / revised standard operating procedures.

The Company has entrusted the internal audit to M/s. Anand Jain & Associates, Chartered Accountants. The initial object of the internal audit process is test and review of controls, independent appraisal of risks, business process and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews, the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the Internal Audit findings and corrective action taken. Internal audit plays a key role in providing assurance to the Board of Directors.

Policy on Prevention of Sexual Harassment :

The Company has in place Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Co mmittee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2014-2015, no complaints were received regarding sexual harassment.

Directors' Responsibility Statement :

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

(a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have approved the accounting policies and have been applied consistently and have made judgment 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, 2015 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken 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;

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

(e) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and

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

Acknowledgements :

Your Directors place on record their sincere appreciation to Stock Exchanges, shareholders, banks, government authorities, business associates and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the Company's commitment to serve them.

Your Directors also wish to place on record their deep sense of appreciation for the hard work, cooperation, solidarity, dedication and commitment displayed by all executives, officers and staff during the year, resulting in the successful performance of the Company.

Regd. Office : On Behalf of the Board of Directors

1402, 14th Floor, For Prakash Steelage Limited

A Wing, Naman Midtown,

Senapati Bapat Marg,

Elphinstone Road,

Mumbai – 400 013

Sd/-

Place: Mumbai Prakash C. Kanugo

Date: 14th August, 2015 (Chairman & Managing Director)

CIN: L27106MH1991PLC061595 DIN: 00286366

Tel.: 022 6613 4500

Fax: 022 6613 4599

Website: www.prakashsteelage.com

E-Mail: investorsgrievances@prakashsteelage.com


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 23rd Annual Report of your Company, together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

The financial performance of the Company, for the year ended 31st March, 2014 is summarized below: (Rs. in Lacs) Year Ended Year Ended Particulars 31st March,2014 31st March,2013

Income from Operations 94,421.79 79,321.53

Profit before Depreciation and Tax 3,340.13 2,782.31

Depreciation 808.67 723.72

Profit Before Tax 2,531.46 2,058.59

Taxation 876.54 655.89

Profit After Tax 1,654.92 1,402.70

Balance brought forward 5,785.10 5,087.14

Amount available for Appropriation 7,440.02 6,489.84

Proposed Dividend & Tax on Dividend 204.74 204.74

Transfer to General Reserve 500.00 500.00

Balance Transferred to Balance Sheet 6,735.28 5,785.10

Financial Performance

The income from operations for the year has increased to Rs.94,421.79 Lacs as compared to Rs.79,321.53 Lacs of previous year reflecting a growth of 19.04%. The Profit Before Tax for the year was Rs. 2,531.46 Lacs as against Rs. 2,058.59 Lacs in the previous year reflecting an increase of Profit by 22.97%. The Net Profit After Tax also increased by 17.98% at Rs. 1,654.92 Lacs as compared to Rs. 1,402.70 Lacs during previous year.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the financial year 2013-14 are prepared in compliance with applicable Accounting Standards and applicable clauses of the Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from wholly-owned foreign subsidiary of the Company.

A separate statement containing the salient financial information of the wholly-owned foreign subsidiary of the Company which includes capital, reserves, total assets, total liabilities, details of investment, turnover etc. along with the statement under Section 212 of the Companies Act, 1956, forms part of this report in compliance with the General Circular No 2/2011 dated 08th February, 2011 issued by Ministry of Corporate Affairs granting a general exemption from the provisions of Section 212(8) of the Companies Act, 1956. The annual accounts and financial statements of the wholly-owned foreign subsidiary and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company during the office hours between 11:00 a.m. to 1:00 p.m.

Wholly-Owned Foreign Subsidiary

The Company has incorporated its Wholly-Owned Foreign Subsidiary at U.A.E. in the name of Pioneer Stainless & Alloy, F.Z.C., with an object of trading through import and export of steel and basic steel products. The details of the Wholly-owned Foreign Subsidiary and its business operations during the year under review are covered in the Management Discussion and Analysis Report.

In the completion of first year the Company''s total turnover has stood at Rs. 81,22,17,323/- (US$ 1,34,25,923) and has gained a satisfactory profit of Rs. 4,85,29,265/- (US$ 802,187) as per its audited financial results.

Dividend

The Board has, subject to the approval of members at the ensuing Annual General Meeting, recommended a dividend of Re.1/- (Previous Year Re. 1/-) per Equity Share on the 1,75,00,039 fully paid-up Equity Shares of Rs.10/- each, for the financial year ended 31st March, 2014, amounting to Rs.1,75,00,039/- and tax thereon of Rs. 29,74,132/-.

The Dividend will be paid to members whose names appear in the Register of Members as on 12th September, 2014, in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Transfer to General Reserve

The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs. 500.00 Lacs) to the General Reserve and an amount of Rs. 6,735.28 Lacs (Previous year Rs. 5,785.10 Lacs) to be carried to balance sheet out of the balance amount available for appropriation.

Credit Rating

CRISIL has reaffirmed its rating, ''CRISIL BBB/A3 '' with change in the outlook to ''Stable''.

The ratings reflect the improved Company''s financial risk profile, marked by moderate net worth, and healthy gearing, and its established market position in the stainless-steel pipes and tubes industry. These rating strengths are partially offset by the Company''s working-capital-intensive operations and susceptibility of its profitability to volatility in prices of inputs and in foreign exchange rates.

Fixed Deposit

The Company has not accepted any Fixed Deposit from public and is therefore not required to furnish information in respect of outstanding deposit under Non-Banking Non Financial Companies (Reserve Bank) Directions, 1966, and The Companies (Acceptance of Deposits) Rules, 1975, as amended.

Directors

In accordance with the provisions of the Companies Act, 2013, no Independent Director is liable to retire by rotation. Only the Executive Directors are liable to retire by rotation. In view of this new provisions and in terms of Article 150 of Articles of Association of the Company, Mr. Kamal P. Kanugo, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re- appointment. Your Directors recommend his re-appointment.

Further, your Board of Directors is seeking the appointment of all the existing Independent Directors, viz. Mr. A. Prakashchandra Hegde, Dr. Bipin C. Doshi, Mr. Gautam Chand C. Jain, and Mr. Himanshu J. Thaker as Independent Directors of the Company in terms of Section 149 of the Companies Act, 2013, for a period of 5 (five) years with effect from 01st April, 2014 up to 31st March, 2019, with their period of office not liable to be determined by retirement of Directors by rotation.

The Company has received notices from members under Section 160 of the Companies Act, 2013, along with required deposits proposing the appointment of Mr. A. Prakashchandra Hegde, Dr. Bipin C. Doshi, Mr. Gautam Chand C. Jain, and Mr. Himanshu J. Thaker, as Independent Directors of the Company at this Annual General Meeting.

The Company has also received the requisite disclosures/declarations from said directors as required under Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder.

Appropriate resolutions seeking your approval for the appointment of Mr. A. Prakashchandra Hegde, Mr.

Gautam Chand C. Jain, Dr. Bipin C. Doshi and Mr. Himanshu J. Thaker as Independent Directors of the

Company, has already been included in the notice of the Annual General Meeting. None of the Directors are related to each other per se.

Your Directors recommend the above-mentioned appointments. The particulars and brief resume of Directors to be re-appointed / appointed are included in the Corporate Governance Report forming part of this Annual Report.

Directors'' Responsibility Statement

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

(i) in the preparation of the annual accounts of the company, the applicable accounting standards have been followed, along with proper explanation relating to material departures; and that there are no material departures from prescribed accounting standards in the adoption of these standards;

(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 at the end of the financial year and of the profit of the Company for that year;

(iii) they have taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable), the provisions of the Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the annual accounts of the Company on a ''going concern'' basis.

Whole-time Key Managerial Personnel (KMP)

In accordance with Section 203 of the Companies Act, 2013, every Listed Company is required to have certain officers of the Company as Whole-time KMP. Your Board of Directors has taken note of the existing office of the following personnel as Whole-time KMP of the Company:

1. Mr. Prakash C. Kanugo, Managing Director

2. Mr. Ashok M. Seth, Whole-Time Director (Finance) – as CFO

3. Ms. Pallavi P. Shedge, Company Secretary

Auditors

The Existing Statutory Auditors of the Company are M/s. D. C. Bothra & Co., Chartered Accountants (Firm Registration No. 112257W) and M/s. Khandelwal Jain & Co., Chartered Accountants (Firm Registration No. 105049W), holding the office jointly upto the ensuing Annual General Meeting of the Company. However, M/s. D. C. Bothra & Co., Chartered Accountants (Firm Registration No. 112257W) have withdrawn their consent for re-appointment, as the Joint Statutory Auditors at the ensuing Annual General Meeting of the Company.

Pursuant to Section 115 of the Companies Act, 2013, read with Rule 23 of the Companies (Management and Administration) Rules, 2014, the Company has received a Special Notice in terms of sub-section (4) of Section 140 of the Companies Act, 2013, from a member on 13th August, 2014, proposing to pass a resolution for appointment of M/s. Batliboi & Purohit, Chartered Accountants, (Firm Registration No. 101048W) as the Joint Statutory Auditors in place of M/s. D. C. Bothra & Co., Chartered Accountants (Firm Registration No. 112257W).

As required under the provisions of Section 139(1) and as per the criteria specified under Section 141(3)(g) of the Companies Act, 2013, and as per the Companies (Audit and Auditors) Rules, 2014, the Company has received a written certificate from the above Auditors, proposed to be re-appointed, to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section and that they are not disqualified for re-appointment within the meaning of Section 139(2) of the Companies Act, 2013, and Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

Cost Auditor

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Amish Parmar & Associates, Cost Accountants, as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 95,000/- plus Service Tax and out of pocket expenses, if any. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has already been included in the notice of the Annual General Meeting.

The Cost Audit Report for the year ended 31st March, 2013 in XBRL format has been filed on 27th September, 2013, which was within due date of 27th September, 2013.

Internal Control Systems

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new / revised standard operating procedures.

The Company has entrusted the internal audit to M/s. Anand Jain & Associates, Chartered Accountants. The initial object of the internal audit process is test and review of controls, independent appraisal of risks, business process and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews, the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the Internal Audit findings and corrective action taken. Internal audit plays a key role in providing assurance to the Board of Directors.

Risk Management

The Company is exposed to risks from market fluctuations of foreign exchange, interest rates, commodity price risks, business risks and compliance risks.

Foreign Exchange Risk

The Company''s hedging policy is designed to actively manage its foreign exchange risk within the framework decided with due discussion and ratified by the management (Board) and also to minimize the impact of volatility in foreign exchange fluctuations on the earnings and outgo.

Interest Rate Risk

By considering the continuous fluctuations in the interest rate, the Company has adopted a prudent risk mitigation strategy to streamline the interest rate.

Commodity Price Risk

As against major big orders, the general practice followed by the Company is to book its raw material sourcing before confirming the order to the customer, which helps mitigate strain on operating margins.

Corporate Social Responsibility

During the year, your Directors have constituted the Corporate Social Responsibility Committee comprising Dr. Bipin C. Doshi as the Chairman and Mr. Ashok M. Seth and Mr. Hemant P. Kanugo as other Members of the committee.

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

Vigil Mechanism under Whistle Blower Policy

Under the provisions of Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism under Whistle Blower Policy for the Directors and employees of the Company to avoid the instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct.

Such Vigil Mechanism shall provide for adequate safeguards against victimisation of persons who use such mechanism and also make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Under Vigil Mechanism the Chairman of Audit Committee of the Company is authorised for direct access in exceptional cases. Further the Company Secretary of the Company has been appointed as Vigilance Officer of the Company under Vigil Mechanism adopted by the Company.

Nomination and Remuneration Committee

In Compliance with the provisions of Companies act, 2013, your Company re-aligned its existing Remuneration Committee as "Nomination and Remuneration Committee" with enhanced scope and functions as stipulated under the new law. The Nomination and Remuneration Committee of the Company comprises of Mr. Himanshu J. Thaker as Chairman of the Committee, Dr. Bipin C. Doshi and Mr. A. Prakashchandra Hegde as members of the Committee.

Stakeholders'' Relationship Committee

Your Company re-aligned its existing ''Investors Grievance Committee'' as ''Stakeholders'' Relationship Committee'', with an enhanced scope and functioning. The stakeholders Relationship Comprises of Dr. Bipin C. Doshi as Chairman of the Committee and Mr. Himanshu J. Thaker and Mr. Ashok M. Sheth as Members of the Committee.

Particulars Regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to the Directors'' Report.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India on corporate governance, is presented in a separate section of this Annual Report.

Development of Industrial Park

During the year the Company has entered into construction business by forming strategic alliance with Kargwal Developers Private Limited (Co-promoter Omkar Group) for development of an Industrial Park in the name of "Krishna Industrial Park" on its idle land located at Palgam, Umbergaon, Gujarat where it has introduced world class industrial plots for sale, useful to factories, warehouses, workshops and service stations etc.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreements with the Stock Exchanges. We have constituted our internal policies on Corporate Governance. During the year Vigil Mechanism under Whistle Blower Policy and Code of Conduct have been incorporated in the policy.

A report on Corporate Governance practices, the Company Secretary Certificate on compliance of the mandatory requirement thereon are given under the Corporate Governance Report forming part of this Annual Report.

Particulars of Employees

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended to date are not applicable to the Company as there are no employees in receipt of the prescribed remuneration.

Human Resources

Your Company enjoys cordial relations with its employees. The HR department has been playing a key role in the journey of the Company. The key focus of your Company is to attract, retain and develop talent of its employees as Human Resource is the key factor that takes the business to the next level of excellence and achievements. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

During the year the Company launched the initiative where an employee can obtain the assistance from HR Department that will deal in providing solutions on any problem faced by the employee during his / her employment.

Acknowledgements

Your Directors place on record their sincere appreciation to Stock Exchanges, shareholders, banks, government authorities, business associates and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the Company''s commitment to serve them.

Your Directors also wish to place on record their deep sense of appreciation for the hard work, cooperation, solidarity, dedication and commitment displayed by all executives, officers and staff during the year, resulting in the successful performance of the Company.

Regd. Office: On Behalf of the Board of Directors 701, Mahalaxmi Chambers For Prakash Steelage Limited Bhulabhai Desai Road Mahalaxmi, Mumbai - 400 026

Sd/- Place: Mumbai Prakash C. Kanugo Date: 13th August, 2014 (Chairman & Managing Director) CIN: L27106MH1991PLC061595 DIN : 00286366 Tel.: 022 6613 4500 | Fax: 022 6613 4599 Website: www.prakashsteelage.com E-Mail: investorsgrievances@prakashsteelage.com


Mar 31, 2013

To the Members of Prakash Steelage Limited

The Directors take pleasure in presenting the 22nd Annual Report of your Company, together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

Financial Highlights

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

(Rs. in Lacs)

Year Ended Year Ended Particulars 31st March, 2013 31st March, 2012

Income from Operations 79,321.53 68,380.44

Profit before Depreciation and Tax 2,782.31 3,337.03

Depreciation 723.72 651.38

Profit Before Tax 2,058.59 2,685.65

Taxation 655.89 991.19

Profit After Tax 1,402.70 1,694.46

Balance brought forward 5,087.14 4,096.07

Amount available for Appropriation 6,489.84 5,790.53

Proposed Dividend & Tax on Dividend 204.74 203.39

Transfer to General Reserve 500.00 500.00

Balance Transferred to Balance Sheet 5,785.10 5,087.14

Financial Performance

The income from operations for the year has increased to Rs. 79,321.53 Lacs as compared to Rs. 68,380.44 Lacs of previous year reflecting a growth of 16%. The Profit Before Tax for the year was Rs. 2,058.59 Lacs as against Rs. 2,685.65 Lacs in the previous year reflecting a decrease of Profit by 23.35%. The Net Profit After Tax also decreased by 17.22% at Rs. 1,402.70 Lacs as compared to Rs. 1,694.46 Lacs during previous year.

Dividend

The Board has, subject to the approval of members at the ensuing Annual General Meeting, recommended a dividend of Re.1/- (Previous Year Re. 1/-) per Equity Share on the 1,75,00,039 fully paid-up Equity Shares of Rs.10/- each, for the financial year ended 31st March, 2013 amounting to Rs.1,75,00,039/- and tax thereon of Rs. 29,74,132/-.

Transfer to General Reserve

The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs. 500.00 Lacs) to the General Reserve and an amount of Rs. 5,785.10 Lacs (Previous year Rs. 5,087.14 Lacs) to be carried to balance sheet out of the amount available for appropriation.

Credit Rating

CRISIL has reaffirmed its rating outlook on the long-term bank facility of the Company to ''Positive'' from ''Stable'', while reaffirming the rating at ''CRISIL BBB'', the rating on the short-term facility has been reaffirmed at ''CRISIL A3 ''.

The ratings reflect the improved Company''s healthy financial risk profile marked by healthy net worth and moderate gearing and debt protection metrics, and its established market position in the stainless steel pipes and tubes industry compared to the previous year. These rating strengths are partially offset by the Company''s working-capital-intensive operations and susceptibility of its profitability to volatility in prices of inputs and foreign exchange rates. Your Board of Directors are striving to improve its performance and rating in all its endeavours.

Wholly Owned Subsidiary Company

Your Company has incorporated a Wholly Owned Foreign Subsidiary in UAE in the name ''Pioneer Stainless & Alloy - F.Z.E.'' with effect from 10th April, 2013, and has proposed to carry out the business of trading, import and export of steel and steel products.

Fixed Deposit

The Company has not accepted any Fixed Deposit from public and is therefore not required to furnish information in respect of outstanding deposit under Non-Banking Non Financial Companies (Reserve Bank) Directions, 1966 and The Companies (Acceptance of Deposits) Rules, 1975, as amended.

Directors

In terms of Article 150 of Articles of Association of the Company, Mr. Ashok M. Seth and Mr. Hemant P. Kanugo, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

Your Directors have approved the re-appointment of Mr. Prakash C. Kanugo as the Managing Director of the Company for a period of five years with effect from 01st October, 2013. Appropriate resolution seeking your approval for the re-appointment of Mr. Prakash C. Kanugo as the Managing Director of the Company, has already been included in the notice of the Annual General Meeting.

Further your Directors have also approved the re-appointment of Mr. Ashok M. Seth, Mr. Hemant P. Kanugo and Mr. Kamal P. Kanugo as Whole-time Directors of the Company for a period of five years with effect from 01st October, 2013. Appropriate resolutions seeking your approval for their respective re-appointment as the Whole- time Directors of the Company, have already been included in the notice of the Annual General Meeting.

Your Directors recommend the above-mentioned appointment and re-appointments. Particulars and brief Resume of Directors to be appointed / re-appointed are included in the Corporate Governance Report forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

2. They have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have 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 year;

3. They have 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; and

4. They have prepared the annual accounts on a going concern basis.

Auditors

The Joint Statutory Auditors M/s. Khandelwal Jain & Co. (Firm Registration No 105049W), Chartered Accountants, Mumbai and M/s. D. C. Bothra & Co. (Firm Registration No. 112257W), Chartered Accountants, Mumbai, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Your Directors recommend their re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has received a written certificate from the above Auditors, proposed to be re-appointed, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

Cost Auditor

Pursuant to Section 233B of the Companies Act, 1956, M/s. Amish Parmar & Associates (Revised Firm Registration No. 100502 (old Firm Registration No. 00338)), Cost Accountants (Membership No. 24568) were appointed as the Cost Auditors to carry out Cost Audit under the Companies (Cost Audit) Rules, 2011, for the financial year ended 31st March, 2013.

The Cost Audit Report for the year ended 31st March, 2012 has been filed within due date as on 30th January, 2013 in XBRL format vide General Circular No. 43/2012 dated 26th December, 2012.

Particulars Regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure to the Directors'' Report.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India on corporate governance, is presented in a separate section of this Annual Report.

Corporate Governance

Your Company has complied with the requirements of Clause 49 of the Listing Agreements with the Stock Exchanges. A report on Corporate Governance practices, the Company Secretary Certificate on compliance of the mandatory requirement thereon are given under the Corporate Governance Report forming part of this Annual Report.

Particulars of Employees

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended to date are not applicable to the Company as there are no employees in receipt of the prescribed remuneration.

Human Resources

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

Acknowledgments

Your Directors place on record their sincere appreciation to Stock Exchanges, shareholders, banks, government authorities, business associates and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the Company''s commitment to serve them. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff during the year, resulting in the successful performance of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Prakash C. Kanugo

Date : 30th May, 2013 (Chairman & Managing Director)


Mar 31, 2012

To the Members of Prakash Steelage Limited

The Directors take pleasure in presenting the 21st Annual Report of your Company, together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

Financial Highlights

The financial performance of the Company, for the year ended March 31, 2012 is summarized below:

(Rs. in Lacs)

Year Ended Year Ended

Particulars March 31, 2012 March 31, 2011

Income from Operations 68380.44 54630.25

Profit before Depreciation and Tax 3337.03 4179.32

Depreciation 651.38 448.34 Profit before Tax 2685.65 3730.98

Taxation 991.19 1242.49

Profit after Taxes 1694.46 2488.48

Balance brought forward 4096.07 2310.97

Amount available for appropriation 5790.53 4799.46

Proposed Dividend & Tax on Dividend 203.39 203.39

Transfer to General Reserves 500.00 500.00

Balance Transferred to Balance Sheet 5087.14 4096.07

Financial Performance

The income from operations for the year has increased to Rs 68380.44 Lacs as compared to Rs. 54630.25 Lacs of previous year reflecting a growth of 25.17%. The profit before tax Rs. 2685.65 Lacs as against Rs. 3730.98 Lacs in the previous year reflecting a decrease of Profit by 28.02%. The Net Profit after Tax also decreased by 31.91 % at Rs. 1694.46 Lacs as compared to Rs. 2488.48 Lacs during previous year. The reduction in the profit as compared to previous year is mainly due to constant diminution in the value of the Rupees against foreign Exchange.

Dividend

The Board has subject to the approval of members at the ensuing Annual General Meeting, recommended a dividend of Re. 1.00 (Previous Year Re. 1.00) per Equity Share on 1,75,00,039 Equity Shares of Rs.10/- each, for the financial year ended 31st March, 2012 amounting to Rs.1,75,00,039/- and tax thereon of Rs. 28,38,944/-.

Transfer to Reserves

The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs. 500.00 Lacs) to the General Reserve and an amount of Rs. 5087.14 Lacs (Previous year Rs. 4096.07 Lacs) to be carried to balance sheet out of the amount available for appropriation.

Credit Rating

CRISIL has revised its rating outlook on the long-term bank facility of the Company to 'Positive' from 'Stable', while reaffirming the rating at 'CRISIL BBB' the rating on the short-term facility 1 has been reaffirmed at 'CRISIL A3 '.

The ratings reflect the Company's healthy financial risk profile marked by healthy net worth and moderate gearing and debt protection metrics, and its established market position in the stainless steel pipes and tubes industry. These rating strengths are partially offset by the company's working-capital-intensive operations and susceptibility of its profitability to volatility in prices of inputs and foreign exchange rates.

The Projects

The expansion Project of the Company at Umbergaon has been completed resulting in increased capacity to 19000 MTPA.

Fixed Deposit

The Company has not accepted any Fixed Deposit from public and is therefore not required to furnish information in respect of outstanding deposit under Non- Banking Non Financial Companies (Reserve Bank) Directions, 1966 and The Companies (Acceptance of Deposits) Rules, 1975.

Directors

In terms of Article 150 of Article of Association of the Company Mr. Prakash C. Kanugo, is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. In terms of Article 150 of Article of Association of the Company Mr. Kamal P. Kanugo, is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. A. Prakashchandra Hegde was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on 28th May, 2012 and he holds office as an Additional Director up to the date of the ensuing Annual General Meeting. Your Company has received a notice in writing from a member proposing the candidature of Mr. A. Prakashchandra Hegde for the office of the Director of the Company, liable to retire by rotation, under the provisions of Section 257 of the Companies Act, 1956.

Mr. Mrinmoy Roy has resigned from the post of Independent Director of the Company with effect from 28th May 2012.

Your Directors recommend the above-mentioned appointment and re-appointments. Particulars and Brief Resume of Directors to be appointed / reappointed are included in the Corporate Governance Report forming part of this Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures, if any;

2. They have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have 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 year;

3. They have 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; and

4. They have prepared the annual accounts on a going concern basis.

Audit Committee

In terms of Section 292A of the Companies Act, 1956 and read with Clause 49 of the Listing Agreements with the Stock Exchanges, the Board has constituted Audit Committee of Board of Directors. The Committee consists of two Non Executive Independent Directors and one Executive Director, as a practice of good corporate governance. Now Audit Committee has been reconstituted by induction of Mr. A. Prakashchandra Hegde as a member of the committee on 28th May, 2012

Auditors

The Joint Statutory Auditors M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. D. C. Bothra & Co., Chartered Accountants, Mumbai, retire at the conclusion of ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provision of Section 224(1B) of the Act.

Your Directors recommend their reappointment.

Particulars Regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors' Report.

For details in respect of the Foreign Exchange Earnings and Outgo, refer to Notes on Accounts, note no 19 (h) & 19 (i) in part II under Schedule 'P'.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review is presented in a separate section of this Annual Report.

Corporate Governance

Your Company has complied with the requirements of clause 49 of the Listing Agreements with the Stock Exchanges, a report on Corporate Governance practices, the Company Secretary certificate on compliance of the Mandatory requirement thereon and Management Discussion and Analysis are given as annexure to Annual Report.

Particulars of Employees

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended to date are not applicable to the Company as there is no employee in receipt of prescribed remuneration.

Human Resources

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

Acknowledgements

Your Directors place on record their sincere appreciation to Stock Exchanges, shareholders, banks, government authorities, business associates and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the Company's commitment to serve them. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

Place : Mumbai For and on behalf of the Board

Date : 28th May, 2012

Prakash C. Kanugo

Chairman & Managing Director


Mar 31, 2011

The Directors are pleased to present the 20TH Annual Report together with the Audited Statement of Accounts for the financial year ended 31ST March , 2011.

Financial Highlights

The financial performance of the Company, for the year ended 31ST March , 2011 is summarized below :

(Rs. in Lacs) Year Ended Year Ended Particulars March 31, 2011 March 31, 2010

Income from Operations and Other Income. 57400.98 43793.28

Profit before Depreciation and Tax 4180.55 3127.29

Depreciation 448.34 383.59

Profit before Tax 3732.21 2743.69

Taxation 1243.73 980.81

Profit after Taxes 2488.48 1762.88

Balance brought forward 2310.97 1005.51

Amount available for appropriation 4799.46 2768.39

Proposed Dividend and Tax on Dividend 203.39 157.42

Transfer to General Reserves 500.00 300.00

Balance Transferred to Balance Sheet 4096.07 2310.97

Financial Performance

The income from operations for the year has increased to Rs. 57400.98 Lacs as compared to Rs. 43793.28 Lacs of previous year reflecting a growth of 31%. The profit before tax increased to Rs. 3732.21 Lacs as against Rs. 2743.69 Lacs in the previous year reflecting a growth of 36%. The Net Profit after Tax also was higher by 41% at Rs. 2488.48 Lacs as compared to Rs. 1762.88 Lacs during previous year.

Dividend

Your Directors have recommended a dividend of Re. 1.00 ( last year Re. 1.20) per Equity Share on 1,75,00,039 Equity Shares of Rs.10/- each, for the financial year ended 31ST March, 2011 amounting to Rs. 1,75,00,039/- and tax thereon of Rs. 28,38,944/-

Transfer To Reserves

The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs. 300.00 Lacs) to the General Reserve and an amount of Rs. 4096.07 Lacs (Previous year Rs. 2310.97 Lacs) to be carried to balance sheet out of the amount available for appropriation.

IPO & Share Capital

During the year under review the Company has gone for Initial Public Offering which has received overwhelming response from the investors. Consequent upon IPO the Share Capital of the Company has increased from Rs. 1125.00 Lacs to Rs. 1750.00 Lacs. Equity Shares of the Company are listed with the National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd. (BSE) on 25TH August, 2010.

The Projects

The expansion Project of the Company at its Umbergaon plant has almost completed resulting in increasing the capacity to 17600 MTPA. The remaining capacity expansion of 1400 MT shall be completed soon.

Fixed Deposit

The Company has not accepted any Fixed Deposits from shareholders and public during the year within the meaning of section 58(A) of the Companies Act, 1956.

Directors

In terms of Article 150 of Articles of Association of the Company Mr. Himanshu J. Thaker, is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

In terms of Article 150 of Articles of Association of the Company Dr. Bipin C. Doshi, is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Particulars and Brief Resume of Directors to be appointed / re-appointed are included in the Corporate Governance Report forming part of this Annual Report.

Your directors recommended their re-appointment. None of the directors except the said Mr. Himanshu J. Thaker & Dr. Bipin C. Doshi are interested in the respective resolution.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

2. they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have 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;

3. they have 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;

4. they have prepared the annual accounts on a going concern basis.

Audit Committee

In terms of section 292A of the Companies Act, 1956 and read with Clause 49 of the Listing Agreements with the Stock Exchanges, the Board has constituted Audit Committee of Board of Directors. The Committee consists of two Non Executive Independent Directors and one Executive Director, as a practice of good corporate governance.

Auditors

The Statutory Auditors M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. D. C. Bothra & Co. Chartered Accountants, Mumbai, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received certificate from M/s. Khandelwal Jain & Co. Chartered Accountants and M/s. D. C. Bothra & Co. Chartered Accountants confirming their eligibility for re-appointment.

Your Directors recommend their re-appointment.

Auditors Report

In respect of Auditors Qualification regarding non provision of penalty on the income declared under search operation in the year 2008-09, the management is of opinion that penalty in respect of income declared under search operation under the Income Tax Act, 1961 cannot be quantified since proceeding is still pending for hearing.

Particulars Regarding Conservation Of Energy, Technology Absorption, Foreign Exchange Earning And Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure to the Directors Report.

For details in respect of the Foreign Exchange Earnings and Outgo, refer to Notes on Accounts, note no 19 (h) & 19 (i) in part II under Schedule P.

Management Discussion And Analysis

Management Discussion and Analysis Report for the year under review is presented in a separate section of this Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Directors and Company Secretarys Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

Particulars of Employees

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended to date are not applicable to the Company as there is no employee in receipt of prescribed remuneration.

Human Resources

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuing high levels of performance and growth during the year.

Acknowledgements

Your Directors place on record their sincere appreciation to SEBI, Stock Exchanges & other Issue Intermediaries for the co-operation extended during the recent IPO of the Company. Your Directors also appreciate the confidence and support provided by shareholders, banks, government authorities, business associates and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the Companys commitment to serve them. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

Place : Mumbai For and on behalf of the Board Date : 28Th May, 2011 Prakash C. Kanugo Chairman & Managing Director


Mar 31, 2009

The Directors are pleased to present the Eighteenth Annual Report, together with Audited Statements of Accounts of the company for the year ended March 31,2009.

FINANCIAL HIGHLIGHTS

The performance for the financial year ended March 31,2009 is summarized below :-

(Rs. in lacs)

PARTICULARS For the year For the year

ended ended

March 31,2009 March 31,2008

Income from Operations & other Income. 29370.45 22970.36

Profit before Depreciation and Tax 1504.37 1375.47

Depreciation 244.63 124.07

Profit before Tax 1259.75 1251.40

Provision for Taxation:-

Current Tax 262.50 200.00

Fringe Benefit Tax 14.00 11.00

Deferred Tax 157.73 212.84

Taxes of Earlier Years 17.50 -

Profit after Taxes 808.02 827.56

Balance brought forward 514.65 98.55

Amount available for appropriation 1322.27 926.10

Proposed Dividend 100.14 180.74

Tax on Dividend 17.02 30.72

Transfer to General Reserves 200.00 200.00

Balance Transferred to Balance Sheet 1005.50 514.65

FINANCIAL PERFORMANCE

During the year under review, the gross revenue was higher by 27.86% at Rs. 29370.45 Lacs compared to Rs. 22970.36 Lacs in the previous year. Though the Operating Profit was higher at Rs.1504 Lacs as against Rs.1375 Lacs in the previous year, the Net Profit After Tax was a shed lower at Rs.808 Lacs against Rs.827 Lacs due to higher Depreciation and Tax Provisions.

The detailed discussion of operation for the year ended 31st march 2009 is given in Management Discussion and Analysis section, barring unforeseen circumstances your directors are hopeful of maintaining the growth path.

DIVIDEND

In order to conserve resources for the expansion and increased working capital requirement, your Board of Directors recommended a lower Dividend @ 10% i.e. Rupee. 1/- per share on prorata basis subject to approval of the members at the ensuing Annual General Meeting, which would result into total dividend outgo of Rs. 10,013,699/- and tax thereon of Rs. 17,01,828/-.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review is presented in a separate section of thisAnnual Report.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposit from the public and therefore the information in respect of outstanding deposits as per Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975, is not furnished.

SHARE CAPITAL

During the year under review the Company, successfully increased its paid up share capital from Rs. 10.00 Crores to Rs. 11.25 Crores, issuing 12,50,000 Equity Shares of Rs. 10 /- each, at a premium of Rs. 30 /- per share on rights basis. In order to augment its resources further and to strengthen its net worth for the execution of expansion projects and working capital, the Company, subject to regulatory clearances is mulling over an Initial Public Offer of Equity Shares.

DIRECTORS

In terms of Article 150 of the Articles of Association of the Company, Dr. Bipin C. Doshi, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

In terms of Article 150 of the Articles of Association of the Company, Shri Himanshu J. Thaker, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Mrinmoy Roy was appointed as an additional Director of the Company in terms of section 260 of the Companies Act, 1956. He shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Company has received notices in writing from members proposing the candidature of Shri Mrinmoy Roy as the Director of the Company.

Shri Gautam Jain was appointed as an additional Director of the Company in terms of section 260 of the Companies Act, 1956. He shall hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Company has received notices in writing from members proposing the candidature of Shri Gautam Jain as the Director of the Company.

Particulars and Brief Resume of Directors are included in the Corporate Governance Report forming part of this Annual Report.

AUDIT COMMITTEE

In terms of section 292A of the Companies Act, 1956 the Board has constituted Audit Committee of the Board of Directors. The Audit Committee presently comprises of Dr. Bipin C Doshi (Independent Director), Shri Himanshu J. Thaker (Independent Director) and ShriAshokM.Seth (Executive Director).

The Committee is chaired by Shri Himanshu J. Thaker, who has rich experience on Accounting, Financial, Business policies and taxation issues. All the other members of the Committee are financial literate.

AUDITORS REPORT

During the year under review, there was search operation u/s 132 of the Income Tax Act, 1961, by the Income Tax Department. In order to buy peace with the Department, certain income declarations were made on which the required liability for Income Tax and interest were duly provided for. The Auditors have qualified their report as regards non ascertainment of amount of penalty on taxes payable on such declared income and the absence of details of income declared, which is self explanatory. The Board decided to strengthen the inventory records, internal controls and also to enlarge the scope of internal audit as commented by the Auditors. Other qualifications made by Auditors are self explanatory & the Company has taken adequate measures to rectify the discrepancies.

AUDITORS

M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. D. C. Bothra & Co., Chartered Accountants, Mumbai, hold office as statutory auditors of the Company till the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. Pursuant to the provisions of Section 224 (1B) of the companies Act, 1956, your Company has received certificate from M/s Khandelwal Jain & Co., Chartered Accountants and M/s D. C. Bothra & Co., Chartered Accountants confirming their eligibility for reappointment.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Additional information required to be furnished pursuant to section 217(1 )(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in respect of Conservation of Energy and Technology Absorption is given in the prescribed forms which are given in Annexure to the Directors Report.

For details in respect of the Foreign Exchange Earnings and Outgo, refer to Note No. 18 in Part ll-Notes on Accounts of Schedule P.

HUMAN RESOURCES

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuing high levels of performance and growth during the year.

CORPORATE GOVERNANCE

Your company has been following principles of good corporate Governance over the years. The Board of your Company supports broad principles of Corporate Governance. These principles are specially formulated by the Board so that best disclosures may be made to the shareholders. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

Adetailed report on Corporate Governance is given in the separate section of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended to date are not applicable to the Company as there is no employee in receipt of prescribed remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that : -

1)That in the preparation of the Annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2) That such accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2009 and of the profit and loss account of the Company for the year ended on that date;

3) That proper and sufficient care has been taken 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;

4) That the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their appreciation for the continued cooperation and support provided by shareholders, banks, government authorities, business associates and other stakeholders. The Board also recognizes the contribution of the valued customers in the growth of the Company and takes this opportunity to pledge the companys commitment to serve them. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors



Date: September 02, 2009 Prakash C. Kanugo

Place: Mumbai (Chairman & Managing Director)



 
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