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Directors Report of Rama Steel Tubes Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 40th Annual Report together with the Audited Annual Accounts of the company for the year ended 31st March, 2014 and Auditor's Report thereon.

Performance Review

The company's performance during the year ended review, is summarized below :

(Rs. In Lacs)

Particulars For the For the year ended year ended 31-03-2014 31-03-2013

Gross Turnover 18,134.93 18,523.62

Other Income 360.64 556.69

Total Revenue 18,495.57 19,080.31

Profit before Interest, 878.01 880.15 Depreciation & Tax

Financial Expenses 456.45 541.40

Depreciation 177.43 178.66

Profit before Tax 244.13 160.09

Provision for Taxation 30.97 49.34

Profit after Tax 213.16 110.75

Operations Overview

Turnover has slightly declined from Rs.185.24 Crores to Rs.181.35 Crores in the Current Year due to decline in exports from Rs. 46 Crores in 2012-13 to Rs. 35 Crores in the current year. However, the profit margins have been maintained at the previous year level as Net Profit before Interest and Depreciation was Rs. 8.78 Crores as against Rs. 8.80 Crores in the previous year. , The Net Profit after tax has increased from 1.11 crores to 2.13 Crores.

Re-structuring of Share Capital of the Company

The Share Capital of the Company has been restructured in order to expand company's operations and meeting the mandatory requirements of the Companies Act, 1956 and fulfill the commitments to Banks and other Financial Institutions. The Authorized Share Capital of the company has been restructured as under;

5,00,000 Equity Shares of Rs.10/- each Rs. 50,00,000

25,00,000 5% Non Cumulative Rs. 2,50,00,000 Preference Shares of Rs. 10/-each

10,00,000 5% Non Cumulative Preference Shares of Rs. 10/- each fully paid Cash at par were issued for the aggregate amount of Rs. 1,00,00,000/ Thus, the total share capital of the company stands increased to Rs. 1,24,89,000.00

Dividend

In order to augment the working capital resources of the company, the Board has not recommended any dividend for the year under review.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial Year ended 31st March 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 31st March 2014 and of the profit of the company for that Period.

(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 and

(iv) That the directors had prepared the annual accounts for financial Year ended 31st March 2014 on a going concern basis.

Public Deposits

The company has duly complied with the provisions of section 58 A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) Rules, 1975 and no amount of principal or interest was overdue for payment in respect of deposits as on the date of Balance Sheet.

Listing of Equity Shares

The Equity shares of the company are listed on the Delhi Stock Exchange (DSE). Listing fees for the financial year 2013-14 has been duly paid to the Stock Exchange. In order to get Company's Share quoted at the Stock exchanges, the Company has approached BSE Limited for Listing our Share for active trading. Necessary steps are being taken to get the needful done. The Company has already appointed Registrar & Transfer Agents. The Shareholders have also been asked to get their holding dematerialized. It is expected that Company's Shares will start trading at the BSE in the current financial year.

Information regarding Employees

As required by the provisions of section 217 (2A) of the companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, there is no such employee of the company, covered under these rules and required to be disclosed here.

Personnel / Industrial Relations

During the period under review, your company maintained healthy, cordial and harmonious Industrial relations at all levels. The enthusiasm and sincere efforts of the employee have enabled your company to remain at the forefront of the industry.

Auditors

M/s VAPS & Co., Chartered Accountants, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the companies Act, 1956. Your Directors recommend reappointment of M/s. VAPS & Co., Chartered Accountants, as Auditors of the Company at the ensuring Annual General Meeting.

Remarks of the Auditor's Report

The auditors in their report have pointed out certain matters, which are explained below-:

1. Liability for gratuity and leave encashment shall be provided, as and when the same becomes payable and paid, as in the opinion of the Directors, it is not necessary to create provision on the basis of the estimated amount of gratuity and leave encashment liability on actuarial basis.

2. The other remarks in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Sh. Richi Bansal, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The Present strength of the Board of Directors is 4 (Four).

Compliance Certificate by Company Secretary

As required by the Companies (Compliance Certificate) Rules, 2001, Compliance Certificate has been obtained from Company Secretary in practice.

Corporate Governance

Your Company is committed to follow the best of the Corporate Governance Practices and follows the same while conducting the affairs of the Company. A Report on Corporate Governance along-with a certificate from Auditors of the Company has been incorporated as a part of this Annual Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of Annual Report.

Particulars of conservation of energy, technology absorption and foreign Exchanges earning and outgo.

In accordance with the requirement of sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto and forms part of this report.

Acknowledgements

The Directors acknowledge the contributions made by the employees towards the success and growth of the company. Your Directors also take this opportunity to express sincere thanks to the Government Authorities, Financial Institutions and the Bankers for their co-operation and assistance to the Company. The Directors would also like to acknowledge the continued support of the Company's shareholders in all its endeavors.

For and on behalf of the Board of Directors

Sd/- NARESH KUMAR BANSAL Managing Director

Place : New Delhi Date : : 1st September 2014


Mar 31, 2012

Dear Members,

The Directors are pleased to present the 38th Annual Report together with the Audited Annual Accounts of the company for the year ended 31st March, 2012 and Auditor's Report thereon.

Performance Review

The company's performance during the year ended review, is summarized below :

(Rs. In Lacs)

Particulars For the For the year ended year ended 31-03-2012 31-03-2011

Gross Turnover 15,375.42 12,707.96

Other Income 226.77 55.73

Total Revenue 15,602.19 12,763.69

Profit before interest, 566.71 756.25 Dep & Tax

Financial Expenses 400.92 388.64

Depreciation 125.70 186.70

Profit before Tax 40.09 180.91

Provision for Taxation 13.73 43.78

Profit after Tax 26.36 137.13

Operations Overview

With Indian economy recovering from the Slowdown, Turnover has improved from Rs.127.08 Crores to Rs.153.75 Crores in the Current Year. But consequent to stiff competition in the Steel Tube Market, the profit margins have squeezed considerably and Net Profit before Interest and depreciation stood at Rs.5.66 Crores as against Rs.7.56 Crores in the previous year thus showing decrease of 25.13%. In view of not sufficient profits, no amount has been transferred to General Reserve in the current Year.

Dividend

In order to augment the working capital resources of the company, the Board has not recommended any dividend for the year under review.

Director's Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial Year ended 31st March 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had 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 31st March 2012 and of the profit of the company for that Period.

(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 and

(iv) That the directors had prepared the annual accounts for financial Year ended 31st March 2012 on a going concern basis.

Public Deposits

The company has duly complied with the provisions of section 58 A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) Rules, 1975 and no amount of principal or interest was overdue for payment in respect of deposits as on the date of Balance Sheet.

Listing of Equity Shares

The Equity shares of the company are listed on the Delhi Stock Exchange. Listing fees for the financial year 2012-13 has been duly paid to the Stock Exchange. But as the Delhi Stock Exchange is still in the process of completing the necessary arrangements for quoting the share prices of various companies listed in it, leading to non-quoting of the our Company's Shares too. It is expected that very soon the DSE shall complete the necessary formalities and our shares shall begin being quoted on DSE.

Information regarding Employees

As required by the provisions of section 217 (2A) of the companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, there is no such employee of the company, covered under these rules and required to be disclosed here.

Personnel / Industrial Relations

During the period under review, your company maintained healthy, cordial and harmonious Industrial relations at all levels. The enthusiasm and sincere efforts of the employee have enabled your company to remain at the forefront of the industry.

Auditors

M/s VAPS & Co., Chartered Accountants, the auditors of the company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

The company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the companies Act, 1956. Your Directors recommend reappointment of M/s. VAPS & Co., Chartered Accountants, as Auditors of the Company at the ensuring Annual General Meeting.

Remarks of the Auditor's Report

The auditors in their report have pointed out certain matters, which are explained below-:

1. Liability for gratuity and leave encashment shall be provided, as and when the same becomes payable and paid, as in the opinion of the Directors, it is not necessary to create provision on the basis of the estimated amount of gratuity and leave encashment liability on actuarial basis.

2. The other remarks in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

Directors

In terms of the provisions of the Companies Act, 1956, Sh. Naresh Kumar Bansal, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The Present strength of the Board of Directors is 4 (Four)

Compliance Certificate by Company Secretary

As required by the Companies ( Compliance Certificate) Rules, 2001, Compliance Certificate has been obtained from Company Secretary in practice.

Corporate Governance

The company's paid up share capital and net worth being less than Rs.3.00 Crores and Rs.25.00 Crores respectively, the company is exempted from complying the provisions of Corporate Governance of Clause 49 of the listing Agreement with the Delhi Stock Exchange. Consequent to the same, no Corporate Governance report and Management Discussion and Analysis have been compiled and annexed to this Report

Particulars of conservation of energy, technology absorption and foreign Exchanges earning and outgo.

In accordance with the requirement of sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto and forms part of this report.

Acknowledgements

The Directors acknowledge the contributions made by the employees towards the success and growth of the company. Your Directors also take this opportunity to express sincere thanks to the Government Authorities, Financial Institutions and the Bankers for their co-operation and assistance to the Company. The Directors would also like to acknowledge the continued support of the Company's shareholders in all its endeavors.

For and on behalf of the Board of Directors

Sd/-

NARESH KUMAR BANSAL Managing Director

Place : New Delhi Date : 29th August 2012

 
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