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Directors Report of Rama Steel Tubes Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

The Directors submit annual report of the Rama Steel Tubes Limited (the “Company” or “RAMA”) along with the audited financial statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

(Rs. in Lacs)

Consolidated

Standalone

Particulars

2015-16

2014-15

2015-16

2014-15

Gross Turnover

24194.89

19244.01

21545.58

19244.01

Other Income

308.24

264.42

307.80

264.42

Total Revenue

24503.13

19508.43

21853.38

19508.43

Profit before Interest, Depreciation and tax

1765.83

840.35

1670.86

840.35

Financial Expenses

618.39

527.46

616.33

527.46

Depreciation

284.81

226.18

284.77

226.18

Profit before tax

862.63

86.71

769.76

86.71

Provision for taxation

260.30

18.06

260.30

18.06

Profit after tax

602.33

68.65

509.46

68.65

COMPANY’S PERFORMANCE

RAMA, on a standalone basis achieved 12% growth in its net sales to 21.545.58 lakhs in 2015-16 as against 19244.01 lakhs in 2014-15. The sale growth in value terms was impacted by drop in commodity prices during the year 2015-16.

The operating profit before finance costs, depreciation and tax grew by 99% toRs.1670.86 lakhs in financial year 2015-16 as compared toRs.840.35 lakhs in financial year 2014-15.

Profit after tax was Rs. 509.46 lakhs in year 2015-16 as compared to Rs. 68.65 lakhs of preceding year.

DIVIDEND

The Board does not recommend any dividend for the year under review.

EQUITYSHARE CAPITAL

Your Board of Directors recommended sub-division of Equity Shares of Rs. 10/- each into two Equity Shares of Rs.5/- each and Bonus shares in the ratio of 4:1 which was approved by the shareholders in the Extra ordinary General Meeting held on March 1,2016. Accordingly, the Equity Shares of face value of Rs. 10/- each were sub-divided into two Equity Shares of face value of Rs. 5/- each by way of corporate action to the shareholders who held the shares on the Record Date March 15,2016. Further, bonus shares in the ratio of 4:1 were allotted to the members who held the equity shares on the Record Date i.e., March 15,2016 by capitalization of balance in the Free Reserves amounting to Rs. 5,97,36,000/-.

Consequently the issued, subscribed and paid-up equity share capital has increased from Rs. 1,49,34,000 divided into 14,93,400 Equity shares of Rs.10/-each to Rs. 7,46,70,000 divided into 1,49,34,000 Equity shares of Rs.5/-each.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

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

SUBSIDIARY COMPANY

The Company has 1 subsidiary as on March 31,2016. There has been no material change in the nature of business of the subsidiary company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment of Directors:

Mr. Surender Kumar Sharma (DIN - 03594435) was appointed as Additional Director (Executive Director) of the Company with effect from 4th May 2016.

Retirement by Rotation:

As per the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Richi Bansal, Director of the Company will be retiring by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

The details pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 relating to appointment and re-appointment of directors at the AGM are provided in the Notice to the members.

Committees of the Board of Directors:

The Company has constituted the following committees in compliance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee

The Board has accepted all the recommendations of the above committee(s).

DIRECTORS’ RESPONSIBILTYSTATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made 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 loss of the Company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and the Companies Act, 1956, to the extent applicable, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

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

e) the directors had laid down internal financial controls to be followed by the Company and such internal financial control are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and were operating effectively.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2016, the Board consist of 5 members, two of whom are executive and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S)

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral 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.

EXTRACTOF ANNUALRETURN

In accordance with Section 92(3) of the Companies Act, 2013, an extract of annual return is given in Annexure -I in the prescribed Form MGT-9, which forms part of this report.

NUMBER OF MEETINGS OFTHE BOARD

Eleven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 30 to the Standalone financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure- II.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

At 41st AGM held on September 29, 2016, M/s. VAPS & COMPANY, Chartered Accountants, were appointed as statutory auditors of the company to hold office till the conclusion of the AGM to be held for the financial year 2017-18. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. VAPS & COMPANY, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

The Board has appointed M/s Arun Kumar Gupta & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed M/s. S. Shekhar & Co., Cost Accountants, for conducting the audit of cost records of the Company for Steel pipe Segment for the financial year 2015-16.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments given under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud-free and corruption free work culture has been the core of the Company’s functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address the risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy is approved by the Board was uploaded on the Company’s website (www.ramasteel.com).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2015-16.

BOARD EVALUATION

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 Companies Act, 2013 and Corporate Governance requirements as prescribed by SEBI(Listing Obligation and Disclosure Requirements), Regulation 2015.

PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

a. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

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

Non-executive directors

Ratio to median remuneration

Mr. Bharat Bhushan Sahny

N.A.

Mr. Rajendra Prasad Khanna

N.A.

Ms. Hannya Dhir

N.A.

Executive Directors

Mr. Naresh Kumar Bansal

17.82

Mr. Richi Bansal

13.32

ii. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Mr. Bharat Bhushan Sahny

N.A.

Mr. Rajendra Prasad Khanna

N.A.

Ms. Hannya Dhir

N.A.

Mr. Naresh Kumar Bansal, Managing Director

8.57%

Mr. Richi Bansal, Executive Director

24.20%

Mr. Rajkumar Malik, Chief Financial Officer

12.71%

Mr. Kapil Datta, Company Secretary

NIL

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

c. The percentage increase in median remuneration of employees in the financial year: 28.21 %

d. The number of permanent employees on the rolls of Company: 150

e. Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year: N.A.

f. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to therateat which the Company came out with the last public offer: N .A.

g. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was 27.15%.

Increase in the managerial remuneration for the year was 29.63%.

h. The Company affirms that the remuneration is as per remuneration policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no such employee drawing remuneration in excess of the limits set out in the said rules and are required to be disclosed.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure IV.

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

A) CONSERVATION OF ENERGY:

a) The Company has always been particular to conservation of energy on continuous basis by closely monitoring energy consuming equipment involving use of energy generating diesel set and power purchased from Electricity Board e.g. size of the Equipments is optimum to save energy. The low-efficient Machinery and Equipments are identified and replaced.

b) Keeping in view the nature of the manufacturing process no additional investment is proposed and hence further consumption of energy is ruled out in the near future.

c) No specific studies regarding impact of the above measures of (a) and (b) have been carried out and the cost impact of energy cost and energy saving measures on cost of production of goods is not material, as it forms a very low percentage vis-a vis the cost of Company’s product.

d) Total energy consumption and energy consumption per unit of production is given as per Form-A.

B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION :

I. RESEARCH AND DEVELOPMENT (R&D)

i. Specific area in which R&D carried out by the Company:

There is no specific area in which the Company has carried the R&D. However, the Company is continuously making efforts for improvements in its production process for better productivity and cost efficiency.

H. Future plan of action

The Company plans to monitor continuously the plant efficiency thus reducing the shortage and reducing the cost of production.

Hi. Expenditure on R&D

The company did not incur any Expenditure on R & D.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION :

i. Efforts made towards Technology Absorption :

For the goods manufactured by the Company there is a simple process of ERW manufacturing technique and the Company has already adopted the same and no innovations have been carried by the company, as there is no other available alternative that would ensure further cost efficiency.

ii. Particulars relating to imported technology:

The Company has not imported any technology and the plant is working with completely indigenous Technical know-how.

C) FOREIGN EXCHANGE EARNING AND OUTGO:

Current year

Previous year

a)

Total Foreign Exchange Earning

3105.43

7911.52

b)

Total Foreign Exchange Outgo

2073.12

66.54

FORM ‘A’

POWER AND FUEL CONSUMPTION (Amount in Rs.)

Current year

Previous year

1.

Electricity

(a) Purchased Unit

4340642

2974031

Total amount (in Rs.)

34943043

23435361

Rate/unit

8.05

7.88

(b)Own generation

Through Diesel Generator Unit

182636

362976

Unit per Litre of Diesel Oil

4.61

4.56

Total Amount (in Rs.)

1932286

4088046

Cost/Unit

10.58

11.26

2.

Furnace Gas Quantity(Sq.Cubic Mtr)

-

332539

Total Amount (in Rs.)

-

15486194

Average Rate Rs./sq.cubic Mtr.

-

46.57

3.

Furnace Oil Quantity(litres)

255124

-

Total Amount (in Rs.)

5668602

-

Average Rate Rs./litre

22.22

-

CONSUMPTION PER UNIT OF PRODUCTION

ELECTRICITY (UNIT)

FURNACE OIL/GAS (LITRE/SQ. CUBIC MTR)

NAME OF PRODUCT

UNIT

CURRENT YEAR

PREVIOUS YEAR

CURRENT YEAR

PREVIOUS YEAR

Black Steel Tubes/Pipes

Per Ton

72.51

74.73

-

-

Galvd. Steel Tubes/Pipes

Per Ton

76.84

79.21

25.39

19.59

*Current year consumption is in Litre(Furnace Oil) and in previous year the consumption is in sq. cubic mtr(Furnace Gas)

ACKNOWLEDGEMENT

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.

Sd/-

Place: Delhi (Naresh Kumar Bansal)

Date: August 10, 2016 Chairman & Managing Director


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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