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Directors Report of Rajesh Malleables Ltd.

Mar 31, 2013

To , The Shareholders of Rajesh Malleables Ltd.

The Directors present herewith their Thirty First Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS :

(31st March, 2013)(31st March, 2012) (12 Months) Rs. (15 Months) Rs.

Revenue from operations/ discontinued operations (Net of Excise Duty) 16,05,803 6,23,92,862

Other Income 11,48,554 55,925

Operating (Loss) /Profit (before Interest, Depreciation and Tax) (1,63,924) 1,29,89,354

Interest 21,905 3,42,042

Profit/(Loss) Before Exceptional Items & Prior Period Expense (1,85,829) 1,26,47,312

(Add)/ : Prior Period (Expenses)/Income (92.05.808)

(Add) : Provision for Income- Tax & Deferred Tax

Loss)/Profit After Prior Period Adjustments from continuing operations (1,85,829) 34,41,504

Net (Loss)/ Profit for the year (1,85,829) 34,41,504

Add: (Loss) brought forward from Previous Year (18,45,91,007) (18,80,32,511)

Balance carried to Balance Sheet (18,47,76,836) (18,45,91,007)

During the year under review the company has made Net loss of Rs.1.86 lacs as against Net Profit of Rs. 34.42 lacs during the previous period of 15 months. The losses are mainly on account of settlement of dues of retrenched workers for the gratuity dues which are not recurring expenses in future. The management has already concentrated in setting up new viable project and extended advance for procurement of land however looking to the world wide recession, the management has slowed down its plan to conserve the resources. Your Directors are hopeful that the performance will improve gradually in years to come.

Your Directors regret their inability to recommend payment of dividend in view of the performance in the year under review.

DEPOSITS :

During the year under review, the Company has not accepted any deposits by invitation from public under the provisions of Section 58-A and 58AA of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to 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 is given in Annexure I and forming part of this report.

PARTICULARS OF EMPLOYEES :

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS :

Shri Himanshubhai D. Sanghavi retires by rotation, and being eligible offer himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT :

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

1) That in preparation of the accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

2) That the Directors have selected such accounting policies and applied them consistently and were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3) That the Directors 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;

4) That the Directors have prepared the accounts for the period ended 31st March, 2013 on a “going concern basis.

AUDITORS & AUDITORS'' REPORT :

Mr. S. Mandawat & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint them and fix their remuneration. The notes on the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

CORPORATE GOVERNANCE :

The corporate governance report along with auditor''s certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges is attached herewith.

RESUMPTION OF TRADING OF SECURITIES AT BSE :

It is our pleasure to intimate Shareholders that trading in securities of the company at BSE has resumed during the year. Members will have the opportunity of exit whenever they wish to.

ACKNOWLEDGMENT :

The Board of Directors place on record the appreciations for the services rendered by its employees, Bankers and other authorities and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Ahmedabad. ANUJ R MEHTA

Date : 28th May, 2013 MANAGING DIRECTOR


Dec 31, 2010

To The Shareholders of Rajesh Malleables Ltd.

The Directors present herewith their Twenty Nine Annual Report to gather with Audited Statement of Accounts of your Company for the period ended 31st December 2010

(2010-11) (2009-10)

FINANCIAL RESULTS 31-12-2010 31-03-2010

(9 Months)Rs. (12 Months)Rs.

Sales (Net of Excise Duty) 2,87,77,525 3,32,34,862

Other Income 1,23,02,654 2,14,104

Operating (Loss)/Profit (before Interest, Depreciation and Tax) 95,95,911 (34,88,805)

Interest 98,912 81,325

Depreciation (Net) 3,47,351 5,97,396

(Loss)/Profit Before Exceptional ] Items & Prior Period Expense 91,49,648 (41,67,526)

(Add)/Interest paid to statutory dues --- (25,55,395)

Less : Waiver of Secured/ unsecured creditors --- 44,25,321

(Add)/Less: Prior Period Expenses (5842) (67945)

Less: Provision for Bad & Doubtful Debts & Advances Written Back 1,45,696 43,79,553

(Add): Provision for Income-Tax & Deferred Tax -- --

Profit/(Loss) After Prior Period Adjustments 92,89,502 20,14,008

Add: (Loss) brought forward from Previous Year (19,93,36,021) (19,93,36,021)

Balance carried to Balance Sheet (18,80,32,511) (19,73,22,013)

During the year under the review the company has made Net profit of Rs. 92.89 lacs during the period of 9 months as against Rs.20.14 lacs during the period of 12 months. Your Directors are hopeful that the performance will improve gradually in years to come.

At the board meeting held on 15/10/2010 at the time of review of quarterly performance for the quarter ended on 30/09/2010. The board member observed that net worth may be positive on account of recent developments taken place and therefore your board member desired to reduce accounting year of the company from 31/03/2011 to 31/12/2010 to present true and fair view of positive net worth at the earliest. Your Directors regret their inability to recommend payment of dividend in view of the performance in the year under review

OPERATIONS

Your Directors are pleased to inform you that on account of continuous and sincere affords of the entire management team. The net worth of the company became positive and the revival of the company is sustainable. The board of directors recommend to file an application to BIFR for de-registration of case.

DEPOSITS

During the year under review, the Company has not accepted any deposits by invitation from public under Section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to 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 is given in Annexure I and forming part of this report.

PARTICULARS OF EMPLOYEES

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS

Shri Himashu D. Sanghvi retires by rotation, and being eligible offer himself for reappointment.

DIRECTORS'RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial Year ended 31st December, 2010, the applicable accounting standards have been followed.

(ii) That the Directors have selected such accounting policies and applied them consistently and were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the directors 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) That the directors had prepared the accounts for the period ended 31st December, 2010 on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

Mr. S.Mandawat & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint them and fix their remuneration. The notes on the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

CORPORATE GOVERNANCE

The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges is attached herewith.

SUBSIDIARY COMPANY

A statement relating to Subsidiary Company, pursuant to Section 212 of the Companies Act, 1956 is attached to the Balance Sheet.

ACKNOWLEDGMENT

The Board of Directors place on record the appreciations for the services rendered by its employees, Financial Institutions, Bankers and other authorities and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Ahmedabad. Date: 8th January, 2011 ANUJR MEHTA MANAGING DIRECTOR


Mar 31, 2009

To The Shareholders of Rajesh Malleable Ltd.

The Directors present herewith their Twenty Seven Annual Report to gather with Audited Statement of Accounts of your Company for the period ended 31st March 2009

(2008-09) (2007-08)

FINANCIAL RESULTS 12 Months) (12 Months) Rs. Rs.

Sales (Net of Excise Duty) 5,72,03,612 5,04,18,397

Other come 41,907 1,33,35,655

Operating (Loss)/Profit (before Interest, Depreciation and Tax) (33,93,090) (2,87,21,190)

Interest 3,80,225 11,59,667 Depreciation (Net) 6,27,776 6,47,387 (Loss)/Profit Before Exceptional Items & Prior Period Expense (44,01,091) (3,05,28,244)

(Add)/Less: Prior Period Expenses (1,50,687) (1,11,531)

(Add)/Less: Provision for Bad & Doubtful Debts & Advances 57,545 1,67,89,805

(Add)/Less: Provision for Income-Tax & Deferred Tax 30,585 -- (Loss)/Profit After Prior Period Adjustments (45,24,818) (1,36,89,805) Add: (Loss) brought forward from Previous Year (19,48,11,203) (18,11,84,295)

Balance carried to Balance Sheet (19,93,36,021) (19,48,11,203)

Your Directors regret their inability to recommend payment of dividend in view of the performance in the year under review.

OPERATIONS

During the period under review, the company has shown improvement in its operational and financial performance. The PBIDT level which was negative by Rs.305.28 lakh in FY 2007-2008 has reduced to Rs.44.01 lakh in FY 2008-2009.. The above reduction is after taking in account the thin operations from 6th October,2008 to 28th February,2009. It could be observed from above that your Company is able to reduced input cost, production cost and to great extent. The steel industry specially galvanized pipe sector has already shown signs of improvements and your Directors are confident that Company would be able to reduce its accumulated losses substantially in years to come as Company has reduced its financial cost and wage cost significantly.

DEPOSITS

During the year under review, the Company has not accepted any deposits by invitation from public under Section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to 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 is given in Annexure I and forming part of this report.

PARTICULARS OF EMPLOYEES

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS

Shree Himanshubhai Sanghavi retires by rotation, and being eligible offer himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibilities Statement, it is hereby confirmed: (i) That in the preparation of the accounts for the financial period ended 31st March, 2009, the applicable accounting standards have been followed.

(ii) That the Directors have selected such accounting policies and applied them consistently and were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) That the directors had 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) That the directors had prepared the accounts for the financial period ended 31st March, 2009 on a gorging concern' basis.

AUDITORS & AUDITORS' REPORT

Mr. S.Mandawat & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint them and fix their remuneration. The notes on the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

CORPORATE GOVERNANCE

The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges is attached herewith.

SUBSIDIARY COMPANY

A statement relating to Subsidiary Company, pursuant to Section 212 of the Companies Act, 1956 is attached to the Balance Sheet.

ACKNOWLEDGMENT

The Board of Directors place on record the appreciations for the services rendered by its employees, Financial Institutions, Bankers and other authorities and look forward to their continued support.

Place: Ahmedabad. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Date: 12th August, 2009 ANUJ R MEHTA

MANAGING DIRECTOR


Mar 31, 2008

To The Shareholders of Rajesh Malleables Ltd.

The Directors present herewith their Twenty Six Annual Report to gather with Audited Statement of Accounts of your Company for the period ended 31st March 2008.

(2007-08) (2006-07) FINANCIAL RESULTS (12 Months) (12 Months) Rs. Rs.

Sales (Net of Excise Duty) 5,04,18,397 8,18,16,337

Other Income 1,33,35,655 2,41,05,496

Operating (Loss)/Profit (before Interest, Depreciation and Tax) (2,87,21,190) (1,48,42,906)

Interest 11,59,667 18,85,998

Depreciation (Net) 6,47,387 6,87,104

(Loss)/Profit Before Exceptional Items & Prior Period Expense (3,05,28,244) (1,74,16,008) (Add)/Less: Prior Period Expenses 1,11,531 (36,422)

(Add)/Less: Provision for Bad & Doubtful Debts & Advances 1,67,89,805 (6,43,754)

(Add)/Less: Provision for Income-Tax & Deferred Tax -- 664433

(Loss)/Profit After Prior Period Adjustments (1,36,26,908) (1,74,31,751)

Add: (Loss) brought forward from Previous Year (18,11,84,295) (16,35,13,000)

Add: Debit Balance of General Reserve -- (2,39,544)

Balance carried to Balance Sheet (19,48,11,203) (18,11,84,295)

Your Directors regret their inability to recommend payment of dividend in view of the performance in the year under review.

OPERATIONS

During the period under review, it was proved one of the worst in the history of the Company. Higher input and labour cost, damages of substantial quantity of fittings while processing due to hard material and over all higher rejection ratio adversely affected the production cost. The working of the company also affected due to prevailing recessionary & competitive trend in the pipe fitting industry in particular. The company has suffered huge losses during the period. However with a view to capture the losses company has entered in to a venture by which part of the losses are recovered from the said party.

The company has implemented major portion of sanctioned scheme by AAIFR, however the balance scheme could not be implemented and company requested for M.R.S., by inducting co-promoter. The said request is under consideration

DEPOSITS

During the year under review, the Company has not accepted any deposits by invitation from public under Section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to 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 is given in Annexure I and forming part of this report.

PARTICULARS OF EMPLOYEES

There is no employee covered under Section 217 (2A) of the Companies Act, 1956.

DIRECTORS

Mr. Yashwant Patel retired on 14-03-2008. The company is grateful to him for providing leadership since the year 2003.

Mr. Himanshu Sanghavi, has been appointed as a director in place of Mr. Yash want Patel since 14-03-2008.

Mr. Paresh Patel retires by rotation, and being eligible offer himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the annual accounts for the financial period ended 31st March, 2008, the applicable accounting standards have been followed except for non-provision of Interest on Secured and Unsecured Loans aggregating to Rs.726.17 lacs.

(ii) that the accounting policies have been applied consistently subject to deviations as mentioned in above and adjustments and estimated that have been made for preparation of the accounts 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 period and of the profit or loss of the Company for the period under review.

(iii) that the directors had 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) that the directors had prepared the accounts for the financial period ended 31st March, 2008 on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

Mr. Subhas k. Madawat, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint them and fix their remuneration. The notes on the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

CORPORATE GOVERNANCE

The corporate governance report along with auditor's certificate regarding compliance of the conditions of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges is attached herewith.

SUBSIDIARY COMPANY

A statement relating to Subsidiary Company, pursuant to Section 212 of the Companies Act, 1956 is attached to the Balance Sheet.

ACKNOWLEDGMENT

The Board of Directors place on record the appreciations for the services rendered by its employees, Financial Institutions, Bankers and other authorities and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Ahmedabad.

ANUJ R MEHTA

Date: 14th August, 2008

MANAGING DIRECTOR

 
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