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

Directors Report of Rajasthan Tube Manufacturing Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report on the businesses and

operations of your company together with audited statement of accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

For the For the year ended year ended on on 31.3.2015 31.3.2014 (Rs.in (Rs.in Lacs) Lacs)

Total Sales & Other Income 9234.30 10383.44

Profit Before Interest & Depreciation 41.10 306.71

Interest 244.94 247.20

Profit/(Loss)Before Depreciation (203.84) 59.52

Depreciation 25.15 28.59

Profit/ (Net Loss) before Taxation (228.99) 30.93

Provision for Taxation - 11.00

Deferred Tax (Net) (2.55) (2.78)

Profit/ (Net Loss) after Taxation (226.44) 22.71

Bal brought forward from previous year 455.41 432.70

Profit available for appropriation 228.97 455.41

Adjustment related to Fixed Asset 1.42 -

Balance carried to Balance Sheet 227.55 455.41

2 . DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in view of losses.

3. RESERVES:

In view of the losses, your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

4. STATE OF COMPANY'S AFFAIR:

During the year under review, the sales and other income during the year decreased to Rs.9234.30 Lacs as compared to Rs. 10383.44 Lacs in the previous year. The Loss after tax during the year was Rs. 226.44 lacs as compared to a profit of Rs.22.71 lacs in the previous year. The company has incurred Losses in this year due to decreasing trend in the prices of steel and slows down in the economy.

5. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business in the year under review.

6. MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the company.

7. ORDERS:

No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and company's operation in future.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an Internal Control System commensurate with the size, scale complexity of its operations. The company has formulated Internal Financial Control policy according to Sec 134(5)(e) of the Companies Act, 2013.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

The company does not have any subsidiary/ associate or Joint Venture.

10. FINANCIAL POSITION OF SUBSIDIARY/JV/ASSOCIATE COMPANY:

As there is no subsidiary, joint venture or Associate Company, our company is not required to furnish any information regarding this.

11. DEPOSITS:

The Company has not accepted any fixed deposit under Chapter V of the Companies Act, 2013 during the year under report.

12 . STATUTORY AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Board has appointed M/s G.K. Gupta & Co., Cost accountants as the cost auditors for conducting the audit of cost records of the Company for various segments for the financial year 2014-15.

13 . AUDITORS' REPORT:

The observations of the Auditors have been suitably dealt within the notes on accounts. The Auditor's Report does not contain any qualification, reservation or adverse remark.

14 . SHARE CAPITAL:

The paid up equity share capital as on 31st March 2015 was 45078000. During the year under review, the company has neither issued shares with differential voting rights, nor granted stock options and sweat equity. As on March 31, 2015, none of the Directors of the company hold any convertible instruments of the company.

15. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company as required by Companies Act, 2013 is annexed herewith as Annexure II to this Report.

16. PARTICULARS OF ENERGY CONSUMPTION ETC:

a) CONSERVATION OF ENERGY: The information pursuant to sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is either nil or not applicable. However, the company is conscious about its responsibility to conserve energy, power and other energy resources wherever applicable.

b) TECHNOLOGY ABSORPTION:

Your Company has not imported any technology in the year under review.

c) FOREIGN EXCHANGE EARNING & OUTGO: There was no inflow and outflow of Foreign Exchange during the year.

17. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of CSR are not applicable to the company for the Financial Year 2014-2015 as the company does not fall under the provisions of Section 135 of the Companies Act, 2013.

18. DIRECTORS:

a) In accordance with the provisions of the Act and the Articles of Association of the Company, Smt Rajshree Patni, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offer herself for re-appointment. During the year under review the members approved the appointments of Smt. Rajshree Patni as an executive Non-Independent Director who is liable to retire by rotation and of Shri Sunil Kumar Jain, Shri Deepesh Jain, and Shri Mahendra Kumar Jain as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Harish Chand Jain as the Managing Director.

b) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

c) The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49") .

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

19. NO. OF BOARD MEETINGS:

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

20. AUDIT COMMITTEE:

The Audit Committee comprises Independent Directors namely Shri Sunil Kumar Jain (Chairman), Shri Deepesh Jain and Shri Mahendra Kumar Jain as other members. All the recommendations made by the Audit Committee were accepted by the Board.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The company has a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The detail of the policy is posted on the website of the company.

22. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises Independent Directors namely Shri Deepesh Jain (Chairman), Shri Sunil Kumar Jain and Shri Mahendra Kumar Jain as other members. The policy of the committee is stated in the Report on Corporate Governance.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

There is no outstanding loan & guarantee at the year end as prescribed under section 186 of the Companies Act, 2013. The company has not made any investment during the year as prescribed under section 186 of the Companies Act, 2013.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 36 of Financial Statements, forming part of the Annual Report. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.

All related party transactions are negotiated on an arm's length basis, and are intended to further the Company's interests.

25. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

NON EXECUTIVE DIRECTOR RATIO TO MEDIAN REMUNERATION

Mr. Sunil Kumar Jain 0.035

Mr. Deepesh Jain 0.035

Mr. Mahendra Kumar Jain 0.035

EXECUTIVE DIRECTORS RATIO TO MEDIAN REMUNERATION

Mr. Harish Chand Jain 4.79

Mrs. Rajshree Patni* -

*Since this information is for part of the year, the same is not comparable.

b. The remuneration of any of the directors did not increase in the relevant financial year.CFO and CS is appointed in the relevant financial year, therefore, the same is not comparable.

c. The percentage increase in the median remuneration of employees in the Financial Year:

Median Remuneration Median % increase in at the end of F.Y. Remuneration at the median 2013-2014 the end of F.Y. remuneration 2014-2015 of employees

150400 160000 6.38%

d. The number of permanent employees on the roll of the company at the end of the relevant financial year: 33

e. The average increase in the remuneration has been commensurate with the industry.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of Key Managerial 1380800 personnel in FY 15 (Rs)

Revenue (Rs) 922271315

Remuneration of KMP (as % of revenue) 0.15

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31, 2015 March 31,2014 % change

Market 80238840.00 166337820.00 (51.76) capitalization (Rs)

Price Earning - 73.8 - Ratio

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 March 06, 1995 % change

Market Price 17.80 15 18.67 (BSE)

i. The percentile increase in the remuneration of the employees is 51% and there is no increase in the remuneration of managerial personnel, hence comparison is not made.

j. Comparison of the each remuneration of the key managerial personnel against the performance of the Company:

Name Harish Pradeep Komal Behl Chand Jain Jain (Company (Managing (Chief Secretary) Director) Financial * Officer)

Remuneration of FY 720000 480000

Revenue 922271315~ 922271315~

Remuneration as % of 0.078 0.052 revenue

*Appointed in the mid of the year therefore comparison not possible.

k. There is no variable component of remuneration availed by directors in the relevant financial year.

l. There was no employee in the relevant financial year who received remuneration in excess of the highest paid director.

m. The company affirms the remuneration is as per the remuneration policy of the company.

n. There is no such employee who comes under the ambit of the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. SECRETARIAL AUDIT REPORT:

As per the requirement of Section 204 (1) of the Companies Act, 2013 and Rule 9

of the Companies (Appointment and Remuneration Personnel) Rules, 2014, the Company has obtained a Certificate from Ms. Sneha Agarwal, Company Secretary in Whole time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 2013 in the Financial Year 2014-2015 and a copy of the Secretarial Audit Report is annexed to this Report as Annexure- III.

27 . CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement is set out as a separate Annexure-1 which forms part of this report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

28. RISK MANAGEMENT POLICY:

Pursuant to the requirement of Clause 49 of the listing agreement, the company has a robust Enterprise Risk Management framework to identify, evaluate business risk & opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013 your 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 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, 2015 and of the losses of the Company for the year ended on that date;

c) the Directors 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) the Directors have prepared the annual accounts on a 'going concern' basis;

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

31. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happy and cordial.

Registered office: For and on Behalf of the Board

404, Shekhawati Complex, Station Road, JAIPUR (HARISH CHAND JAIN) Dated: 30th July, 2015 CHAIRMAN & MANAGING DIRECTOR DIN NO.: 01504391

(RAJSHREE PATNI) (DIRECTOR) DIN NO.:06934858


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 28th Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

For the year For the year ended on ended on 31.3.2014 31.3.2013 (Rs.in Lacs) (Rs.in Lacs)

Total Sales & Other Income 10383.44 10633.16

Profit Before Interest & Depreciation 306.72 310.89

Interest 247.20 244.37

Profit Before Depreciation 59.52 66.52

Depreciation 28.59 28.14

Net Profit before Taxation 30.93 38.38

Provision for Taxation 11.00 15.50

Deferred Tax (Net) (2.78) (2.26)

Net Profit after Taxation 22.71 25.14

Balance brought forward from 432.70 407.56 previous year

Balance carried to Balance Sheet 455.41 432.70

2. DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in order to keep funds for future plans.

3. YEAR IN RETROSPECT:

During the year under review, the sales and other income during the year decreased to Rs.10383.44 Lacs as compared to Rs.10633.16 Lacs in the previous year. The Profit after tax during the year was Rs.22.71 lacs as compared to Rs.25.14 lacs in the previous year.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

(a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry. With the increased activity in housing and agriculture, the future of the steel tube industry shall continue to remain encouraging.

(b) OPPORTUNITIES, THREATS RISK & CONCERNS:

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. The pipes manufactured by the company would be able to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transportation cost benefits applicable to the company.

The company''s product shall enjoy 4% price preference and 80% purchase preference in all Govt. & semi Govt. organisations of Rajasthan Govt. Steel Tube and pipe industry is expected to show good prospects in view of increased availability of H.R. Coils being basic raw material to manufacture M.S. Steel Tube.

More units with similar facility may come up resulting in greater competition and lower price realization.

Changed state Govt. policies may affect the profitability of the company.

The steel tube industry is subject to market cycle and as constituent of the industry, your company is also exposed to these constituent. Rise in price of H.R. Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations of the company are covered in one segment only i.e. steel tube segment.

(d) OUTLOOK:

Having regards to the prevailing circumstances your company visualizes a hopeful growth in the industry.

(e) INTERNAL CONTROL SYSTEM :

Your company maintains an internal control system in different areas like purchases billing for the jobs etc. Moreover there are internal auditors who make a consistent monitoring to have proper and sufficient care for maintenance of adequate accounting records required for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(f) DEVELOPMENT: HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT :

Your Board has nothing to report on the development in human resource as well industrial relations front which have a material bearing on the business of the company.

(g) DISCLOSURE BY THE MANAGEMENT:

Your board has not received any disclosure by the management relating to any material, financial and commercial transactions where any of the managerial staff has personal interest that may have a potential conflict with the interest of the company at large.

5. FUTURE PROSPECTS:

Your Directors hope that during this year turnover and profit shall increase substantially due to better prospects of steel industry because of increasing steel prices all over the world.

6. EXPANSION/DIVERSIFICATION

The company has also planned to diversify in rigid PVC PIPE project.

7. DISCLOSURE UNDER THE LISTING AGREEMENTS:

LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognized Stock Exchanges.

(i) The Jaipur Stock Exchange Limited, Jaipur

(ii) The Stock Exchange Mumbai, Mumbai.

(iii)The Delhi Stock Exchange Association Limited, New Delhi.

The application of the company dated: 10.06.1999 for delisting of shares from The Delhi Stock Exchange Association Limited, New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2013-2014 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

8. FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 at March 31, 2014 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees)Rules,1975 as amended and information as per Companies Disclosure of particulars in the report of Board of Directors)Rules,1988 is Nil.

11. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1(e) of section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is either nil or not applicable.

12. DIRECTORS:

1. Shri Harish Chand Jain has been re-appointed as the Key Managerial Personnel on the post of Managing Director in terms of Section 203 and 196 of the Companies Act, 2013.

2. In accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and Rules made there under, it is proposed to appoint Shri Sunil Kumar Jain, Sh. Mahendra Kumar Jain and Sh. Deepesh Jain, who are currently nonexecutive independent directors of the Company and who meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, as independent directors for a period of 5 years from the date of the ensuing Annual General Meeting.

13. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt within the notes on accounts.

14. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirement set out by the SEBI. Corporate Governance Report as stipulated under Clause 49 of the Listing Agreement is set out as a separate Annexure-1 which forms part of this report.

15. SECRETARIAL COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s Mansi Mathur & Company, Company Secretaries in Whole time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 1956 in the Financial Year 2013-2014 and a copy of the Compliance Certificate is annexed to this Report.

16. COST AUDITOR:

Your Directors had with the approval of the Ministry of Corporate affairs, appointed M/s G.K. GUPTA & COMPANY, Cost Accountants, as the Cost Auditors of the Company for the financial year 2013-14.

17. COMPANY SECRETARY:

The board has appointed Miss. Komal Behl as the company secretary of the company pursuant to the provisions of the section 203 of the Companies act, 2013 w.e.f. 30th July, 2014 and has also been designated as the compliance officer.

18. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happy and cordial.

For and on Behalf of the Board

(HARISH CHAND JAIN) CHAIRMAN & MANAGING DIRECTOR

Registered office:

404, Shekhawati Complex,

Station Road, JAIPUR

Dated: 30th July, 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their 27* Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31 st March, 2013.

1. FINANCIAL RESULTS:

For the year For the year ended on ended on 31.3.2013 31.3.2012 (Rs.in lacs) (Rs.in lacs)

Total Sales & Other Income 10633.16 9557.54

Profit Before Interest & Depreciation 310.89 299.92

Interest 244.37 176.42

Profit Before Depreciation 66.52 123.50

Depreciation 28.14 28.27

Net Profit before Taxation 38.38 95.23

Provision forTaxation 15.50 25.00

Deferred Tax (Net) (2.26) (2.26)

Net Profit afterTaxation 25.14 72.49

Balance brought forward from previous year 407.56 385.07

profit available for appropriation 432.70 457.56

Transfer to General Reserve 50.00

Balance carried to Balance Sheet 432.70 407.56

2. DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in order to keep funds for future plans.

3. YEAR IN RETROSPECT:

During the year under review.the sales and other income during the year increased to Rs. 10633.16 Lacs as compared to Rs.9557.54 Lakh in the previous year. The Profit after tax during the year was Rs.25.14 lacs as compared to Rs. 72.49 lacs in the previous year.

4. MANAGMENT DISCUSSION & ANYLYSIS REPORT:

(a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry.With the increased activity in housing and agriculture, the future ofthe steel tube industry shall continue to remain encouraging.

(b) OPPORTUNITIES,THREATS RISK & CONCERNS :

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. The pipes manufactured by the company would be able to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transporation cost benefits applicable to the company.

The company''s product shall enjoy 4% price preference and 80% purchase preference in ail Govt. & semi Govt, organisation of Rajasthan Govt.Steel Tube and pipe industry is expected to show good prospects in veiw of increased availability of H.R.Coils being basic raw material to manufacture M.S.SteelTube.

More units with similarfacility may came up resulting ingreatercompetitionandlowerprice realisation.

Changed state Govt, policies may effect the profitability ofthe company.

The steel tube industry is subject tomarket cycle and as constituent ofthe industry. Yourcompany is also exposed to these constituent, rise in price H.R.Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations ofthe company is covered in one segment only i.e. steel tube segment.

(d) OUTLOOK:

Having regard to the prevailing circumstances your company visualizes a hopeful growth in the industry.

(e) INTERNAL CONTROL SYSTEM:

Yourcompany maintain an internal control system in different areas like purchases billing for the jobs etc. morever there are internal auditors who make a consent monitoring to have proper and sufficient care for maintenance of adequate accounting records required for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(f) DEVELOPMENT: HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT :

Your Board has nothing to report on the development inhuman resource as well industrial relations front which have a material bearing on the business ofthe company.

(g) DISCLOSURE BY THE MANAGEMENT:

Your board has not received any disclosure by the management relating to any material, financial and commercial transations where any ofthe managerial staff has personal interest that may have a potential conflict with the interest ofthe company at large.

5. FUTURE PROSPECTS:

Your Directors hope that during this year turnover and profit shall increase substantially due to better prospacts of steel industry because of increasino steel price all overthe world.

6. EXPANSION/DIVERSIFICATION

The company has also planned to diversify in rigid PVC PIPE project.

7. DISCLOSURE UNDER THE LISTING AGREEMENTS: LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognised Stock Exchanges.

(i) The Jaipur Stock Exchange Limited Jaipur

(ii) The Stock Exchange Mumbai,Mumbai.

(iii) The Delhi Stock Exchange Association Limited,New Delhi.

The application of the company dated:10.06.1999 for delisting of shares from the The Delhi Stock Exchange Association Limited, New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2012-2013 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

8. FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

9. DIRECTORS''RESPONSIBILITY STATEMENT:

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annua! accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES :

Particulars of employees as required under section 217 (2A) of the Companies Act,1956 read with companies particulars of employees rules,1975 as amended and information as per Companies disclosure of particulars in the report of Board of Director Rules,1988 is Nil

11. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1(e) of the section 217 of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 is either nil or not applicable.

12. DIRECTORS:

Shri Mahendra Kumar Jain, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

13. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt with in the notes on accounts.

14. CORPORATE GOVERNANCE:

Corporate Governance Report is set out as a separete Annexure-1 which forms part of this report.

15. SECRETARIAL COMPLIANCE CERTIFICATE :

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s Mansi Mathur & Company, Company Secretaries in Whole-time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this Report.

16. CORPORATE GOVERNANCE CERTIFICATE :

As per Revised Clause 49 of the listing Agreement with the Stock Exchanges, the Compliance Certificate from Chairman and Managing Director and CFO is given as Annexure" 111" to the Director Report.

17. COST AUDITOR:

Your Directors have with the approval of the Ministry of Corporate affairs, appointed M/s M Goyal & COMPANY Cost Accountants, as the Cost Auditors of the Company for the financial year 2012-13.

18. CODE OF CONDUCT:

The Company has laid-down a code of conduct for all Board Members and senior management of the Company. All the Board members and senior management personal have affirmed compliance with the code of conduct. The code of conduct has posted on website of the Company i.e.www. Rajtube.com

19. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company. Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happyand cordial.

Registered Office: For and on Behalf of the Board

404, Shekhawati Complex,

Station Road, JAIPUR

Sd/-

(HARISH CHAND JAIN)

Dated :30th July, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting their 26th Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31 st March, 2012.

1. FINANCIAL RESULTS:

For the year For the year ended on ended on 31.3.2012 31.3.2011 (Rs.in lacs) (Rs.in lacs)

Total Sales & Other Income 9557.54 7585.37

Profit Before Interests Depreciation 299.92 218.55

Interest 176.42 141.81

Profit Before Depreciation 123.50 76.74

Profit on sale of Fixed Assets - 93.92

Depreciation 28.27 28.39

Net Profit before Taxation 95.23 142.27

Provision for Taxation 25.00 18.00

Deferred Tax (Net) (2.26) 12.20

Net Profit after Taxation 72.49 112.07

Balance brought forward from previous year 385.07 323.00

profit available for appropriation 457.56 435.07

Transfer to General Reserve 50.00 50.00

Balance carried to Balance Sheet 407.56 385.07



2. DIVIDEND:

Your Directors are unable to recommend any dividend during the year under review in order to keep funds for future plans.

3. GENERAL RESERVE:

The Company propose to transfer Rs.50,00,000 to the General Reserve out of the amount available for appropriations.

4. YEAR IN RETROSPECT:

During the year under review,the sales and other income during the year increased to Rs.9557.54 Lacs as compared to Rs.7585.37 Lakh in the previous year. The Profit after tax during the year was Rs.72.49 lacs as compared to Rs.112.07 lacs in the previous year.

5. MANAGMENT DISCUSSION ft ANYLYSIS REPORT:

(a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry. With the increased activity in housing and agriculture, the future of the steel tube industry shall continue to remain encouraging.

(b) OPPORTUNITIES,THREATS RISK ft CONCERNS:

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. The pipes manufactured by the company would be able to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transpiration cost benefits applicable to the company.

The company's product shall enjoy 4% price preference and 80% purchase preference in all Govt. & semi Govt. organisation of Rajasthan Govt. Steel Tube and pipe industry is expected to show good prospects in veiw of increased availability of H.R.Coils being basic raw material to manufacture MS.SteelTube.

More units with similar facility may came up resulting in greater competition and lower price realisation.

Changed state Govt, policies may effect the profitability of the company.

The steel tube industry is subject to market cycle and as constituent of the industry. Your company is also exposed tO these constituent. rise in price H.R. Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations of the company is covered in one segment Only i.e. steel tube segment.

(d) OUTLOOK:

Having regard to the prevailing circumstances your company visualizes a hopeful growth in the industry.

(e) INTERNAL CONTROL SYSTEM:

Your company maintain an internal control system in different areas like purchases billing for the jobs etc. morever there are internal auditors who make a consent monitoring to have proper and sufficient care for maintenance of adequate accounting records required for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities. .

if) DEVELOPMENT: HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Your Board has nothing to report on the development inhuman resource as well industrial relations front which have a material bearing on the business of the company.

Jig) DISCLOSURE BY THE MANAGMENT:

Your board has not received any disclosure by the managment relating to any material.financial and commercial transations where any of the managerial staff has personal interest that may have apotential conflict with the interest of the company at large.

6. FUTURE PROSPECTS:

Your Directors hope that during this year turnover and profit shall increase substantially due to better prospacts of steel industry because of increasing steel price all over the world.

7. EXPANSION/DIVERSIFICATION:

The company has also planned to diversify in rigid PVC PIPE project.

8. DISCLOSURE UNDER THE LISTING AGREEMENTS:

LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognised Stock Exchanges.

(i) The Jaipur Stock Exchange Limited Jaipur

(ii) The Stock Exchange Mumbai,Mumbai.

(iii) The Delhi Stock Exchange Association Limited,New Delhi.

The application of the company dated:! 0.06.1999 for delisting of shares from the The Delhi Stock Exchange Association Limited, New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2011 -2012 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

91 FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

10. DIRECTOR'RESPONSIBILITY STATEMENT:

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(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 at March 31,2012 and of the Profit of the Company for the year ended on'that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

11. PARTICULARS OF EMPLOYEES :

Particulars of employees as required under section 217 (2A) of the Companies Act,1956 read with companies particulars of employees rules,1975 as amended and information as per Companies disclosure of particulars in the report of Board of Director Rules, 1988 is Nil

12. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1 (e) of the section 217 of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is either nil or not applicable.

13. DIRECTORS:

Shri Deepesh Jain, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

14. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt with in the notes on accounts.

15. CORPORATE GOVERNANCE:

Corporate Governance Report is set out as a separete Annexure-1 which forms part of this report.

16. SECRETARIAL COMPLIANCE CERTIFICATE :

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, Confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of the Compliance Certificate is annexed to this Report.

17. CORPORATE GOVERNANCE CERTIFICATE:

As per Revised Clause 49 of the listing Agreement with the Stock Exchanges, the Compliance Certificate from Chairman and Managing Director and CFO is given as Annexure " III" to the Director Report.

18. CODE OF CONDUCT:

The Company has laid-down a code of conduct for all Board Members and senior management of the Company. All the Board members and senior management personal have affirmed compliance with the code of conduct. The code of conduct has posted on website of the Company i.e. www.Rajtube.com

19. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company. Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.

Industrial relations continued to remain happy and cordial.

Registered Office: For and on Behalf of the Board

404, Shekhawati Complex,

Station Road, JAIPUR

Sd/-

(HARISH CHAND JAIN)

Dated :13th August, 2012 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting their 24th Annual Report on the operations of your company together with audited statement of accounts for the year ended on 31 st March,2010.

1. FINANCIAL RESULTS:

For the year For the year

ended on ended on

31.3.2010 31.3.2009

(Rs.in lacs) (Rs.in lacs)

Total Sales & Other Income 7019.72 5462.83

Profit Before Interest & Depreciation , 248.41 74.77

Interest 144.44 139.80

Profit/(loss) Before Depreciation 103.97 (65.03)

Depreciation 29.91 30.98

Net Profit/(Loss) before Taxation 74.06 (96.01)

Provision for Taxation 7.00 0.60

Deferred Tax (Net) (2.61) (3.36)

Net Profit/(Loss) after Taxation (69.67) (93.25)

2. DIVIDEND:

Your Directors are unable.to recommend any dividend during the year under review due to loss.

3. YEAR IN RETROSPECT:

During the year under review, the sales and other income during the year increased to Rs.7019.72 Lacs as compared to Rs.5462.83 Lakh in the previous year. The Profit after tax during the year was Rs.69.67 lacs as compared to Loss of Rs.93.25 lacs in the previous year.

4. MANAGMENT DISCUSSION & ANYLYSIS REPORT: (a) INDUSTRY STRUCTURE & DEVELOPMENT:

Activities of your company come under the category of steel tube industry. With the increased activity, in housing and agriculture, the futuce of the steel.tube industry shall continue to remain encouVaging.

(b) OPPORTUNITIES, THREATS RISK & CONCERNS:

Presently major requirements of pipes in Rajasthan are being met through units situated outside Rajasthan. Thepipes manufactured by the company would betable to compete effectively in the market as they would have a clear price advantage over the other outside suppliers because of lower transporation cost benefits applicable to the company.

The companys product shall enjoy 4% price preference and 80% purchase preference in all Govt. & semi Govt, organisation of Rajasthan Govt.

Steel Tube and pipe industry is expected to show good prospects in veiw of increased avaliability of RR. Coils being basic raw material to manufacture M.S. Steel Tube.

More units with similar facility may came up resulting in greater competition and lower price realisation.

Changed state Govt, policies may effect the profitability of the company.

The steel tube industry is subject to market cycle and asconstituent of the industry.Your company is also exposed to these constituent. rise in price H.R. Coils, Zinc are also a matter of concern.

(c) SEGMENT:

The operations of the company is covered in one segment only i.e. steel tube segment.

(d) OUTLOOK:

Having regard to the prevailing circumstances your company visualizes a hopeful-growth in the industry.

(e) INTERNAL CONTROL SYSTEM :

Your company maintain an internal control system in different areas like purchases billing for the jobs etci morever there are internal auditors who make a consent monitoring to have proper andsufftcient care for maintenance of adequate accounting records required for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(f) DEVELOPMENT: HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:

Your Board has nothing to report on the development inhuman resource as well industrial relations front, which haye a material bearing on the business of the company.

(g) DISCLOSURE BY THE MANAGMENT:

Your board has not receivedany disclosure by the managment relating to any material, financial and commercial transations where any of the managerial staff has personal interest that may have a potential conflict with the interest of the company at large.

5. FUTURE PROSPECTS:

Since the manufacturing facilities of the Company have already been shifted from-Abu Road Plant to its new Works at Village :Dehra, Maharkala,Teti.Chomu,Distt. Jaipur.Due to the-company shall benefit immensely from the freight cost advantage besides marketing advantage.

6. EXPANSION/DIVERSIFICATION

The company has also planned to diversify in rigid PVC PIPE project.

7. DISCLOSURE UNDER THE LISTING AGREEMENTS:

LISTING OF SHARES

Presently the equity shares of the company are listed at the following recognised Stock Exchanges.

(i) The Jaipur Stock Exchange Limited ,Jaipur

(ii) The Stock Exchange MumbaLMumbai.

(iii) The Delhi Stock Exchange Association Limited,New Delhi.

The application of the company dated.l 0.06.1999 for delisting of shares from the The Delhi Stock Exchange Association Limited,New Delhi is still pending with the concerned Exchange.

The company has paid the annual listing fees for the year 2009-2010 to the stock exchanges except to stock exchange where the company has applied for delisting of shares of the company.

8. FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year under report.

9. DIRECTORRESPONSIBILITY STATEMENT:

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

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the Profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees as required under section 217 (2A) of the Companies Act,1956 read with companies particulars of employees rules,1975 as amended and information as per Companies disclosure of particulars in the report of Board of Director Rules,1988 is nil

11. PARTICULARS OF ENERGY CONSUMPTION ETC:

The information pursuant to sub-section 1 (e) of the section 217 of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 iseither nil or not applicable.

12. DIRECTORS:

Shri Deepesh Jain, Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

Shri Rajendra Kumar Jain has resigned from the Directorship of the Company w.e.i.29-01-2010

13. AUDITORS:

M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being eligible, offer themselves for reappointment. The observations of the Auditors have been suitably dealt with in the notes on accounts.

14. CORPORATE GOVERNANCE.

Corporate Governance Report is set out as a sepa/ete Annexure-1 which forms part of this report.

15. SECRETARIAL COMPLIANCE CERTIFICATE:

As per the requirement of Section 383A of the Companies Act, 1956 and Companies . (Compliance Certificate) Rules, 2001 the Company has obtained a Certificate from M/sV.M.Associates, Company Secretaries in Whole-time Practice, Confirmfng tha the Company has complied with the provisions1 of the Companies Act, 1956 and a copy of the Compliance Certificate annexed to this Report.

16. CORPORATE GOVERNANCE CERTIFICATE

As per Revised Clause 49 of the listing Agreement with the Stpck Exchanges, the Compliance Certificate from Chairman and Managing Director and CFO is given as Annexure" III" to the Director Report.

17. CODE OF CONDUCT: "

The Company has laid-down a code of conduct forall Board Members and senior management of the Company. All the Board members and senior management personal have affirmed compliance with the code of conduct. The code of conduct has posted on website of the Company i.e. www.rajtube.com.

18. ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devpted services by workers, staff and executives at all levels of operations in achieving the results for the year.

. Industrial relations continued to remain happy and cordial.

Registered Office: For and on Behalf of the Board 404, Shekhawati Complex,

Station Road, JAIPUR

Sd/- (HARISH CHAND JAIN)

Dated: 10th August, 2010 CHAIRMAN & MANAGING DIRECTOR

 
Subscribe now to get personal finance updates in your inbox!