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Directors Report of Ramsarup Industries Ltd.

Mar 31, 2015

Dear Members,

We are presenting the 36th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2015.

1. PERFORMANCE OF THE COMPANY

the Highlights of the performance of the Company during the Financial Year ended 31st March 2015 are appended below:- (Rs, in Cr.)

Particulars 2014-15 2013-14 total Revenue 4.46 10.53

profit/(loss) before Interest , Depreciation & tax (5.97) (1.86)

Add : Interest 123.64 455.72

: Depreciation 50.30 31.41

profit / (loss )Before tax (179.91) (489.00)

provision for tax -

profit (loss) after tax carried to Balance Sheet (179.91) (489.00)

Financial Performance

Highlights of performance during the financial year 2014-15 are:

total Revenue from operation of the Company is Rs.4.38 crores as against Rs. 10.30 crores in the previous year.

operating profit / (loss) is Rs (5.97) crores as against Rs (1.86 ) crores in the previous year.

profit / (loss) before taxation is Rs (179.91) crores as against Rs (489.00) crores in the previous year.

profit / (loss) after tax is Rs (179.91) crores as against Rs (489.00) crores in the previous year.

the company has incurred substantial losses due to non operation of all the manufacturing units and day to day administrative expenses. Interest for the year on funds borrowed has been debited till June, 2014 and subsequently the company has not debited interest on borrowed funds as accounts of the company had turned npA in the earlier years. this has led to lower losses to the extent of Rs. 395.84 crores.

Due to change in the method of depreciation as required by the Companies Act, 2013, the useful life of assets are recomputed on 01.04.2014 and the assets whose useful life has expired amounting of Rs. 3,11,76,027/- has been transferred to the opening balance of retained earnings. Also due to change in method of depreciation, the depreciation for the year is higher by Rs. 20,00,92,023/- in the Statement of profit & loss Account leading to higher losses to similar extent.

Further as suspension of manufacturing activities has taken place in all the manufacturing units, no production has taken place (except generation of power in Wind Mills) there are indications which suggest impairment in the value of plant and machineries and other fixed assets of the company, for which the management is in process of getting the study carried out.

Further one of the wind mill was under break down for most part of the year.

During the year ended 31.03.2012 the net worth of the company had eroded and the company had become Sick Industrial Company as per the provisions of Sick Industrial Companies (Special provision) Act 1985 (SICA) and the Company was required to make reference with the Board for Industrial and Financial Reconstruction (BIFR). necessary compliances had been made in accordance with the provision of SICA and reference of the company registered with Hon'ble BIFR as Case no. 67/2012 was intimated vide letter no. 3(R-4)/BC/2012 dated 21st November 2012 by the ld. Registrar of the Board for Industrial & Financial Reconstruction. Subsequently the matter was in AAIFR appeal no. 78 / 2014 dtd. 11.04.2014 and AAIFR set aside the impugned order and remand the matter back to BIFR with direction to consider the submission of all the parties and pass order afresh after giving specific finding through a reasoned order.

Dividend

In view of the losses incurred during the year under review your Directors do not recommend any dividend for the current financial year.

Reserve and Surplus

the net worth of your company has eroded and the company has not transferred any amount to the reserves.

2. MANAGEMENT DISCUSSION AND ANALYSIS

Future of Indian steel industry looks encouraging due to reasonable GDp growth of India as we have a stable government at the Centre.

Major issues that have been affecting adversely the steel industry have been availability of Iron ore & Coal. Iron ore availability has improved due to opening up of iron ore mines and drop in international prices.

International prices of both Coking coal and Steam coal has come down substantially which will help the bottom line of the steel industry.

the company is not expecting good performance during the year 2015-16.once the revival and rehabilitation / settlement package of the company is submitted and approved by the appropriate authority/institutions the company has the knowledge, ability to get back to its glorious past in time to come.

A. Internal Control Systems

We have always believed in transparency, which is an important factor in the success and growth of any organization. the Company has an adequate system of internal control supported by an extensive programmed of internal control and systems are established to ensure that financial and other records are reliable for preparing financial statements.

However, due to closer of the plant not much benefits have taken place during the year under review.

B. Human Resources

During the year under review employee/industrial relation continued to suffer a setback due to suspension of work at its manufacturing units.

C. Cautionary Statement

the Management Discussions and Analysis describe Company's projections, expectation or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

3. PARTICULARS FOR EMPLOYEES U/S 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONANNEL) RULES, 2014

During the year under review, no employees of your company were in receipt of remuneration in excess of the limits prescribed under the above section.

4. PUBLIC DEPOSIT

the Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. particulars of loans, guarantees or investments:

the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

the details of the investments made by the company are given in the notes to the financial statements.

6. directors

- There was no change in the directorships of the company during the year.

- Board Evaluation:

pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, nomination& Remuneration and Stakeholders Relationship Committees.

As directed by the Companies Act, 2013, the Board in its Meeting held on 30th May 2015, adopted a policy for evaluation of itself along with all its committees and all the Directors individually.

Based on such policy, the Board in its first Board Meeting held after the end of Financial Year 2014-15, performed an evaluation, on a comprehensive basis, of its own working, as well as working of all its committees. the evaluation also included personal evaluation of individual Directors.

As a result of such evaluation some advises generated, which the entire Board noted and adopted to follow in its future performance.

- Remuneration Policy

the Board has not adopted any remuneration policy due to non constitution of nomination and remuneration committee. However none of the Directors have drawn any salary during year in review and no fresh Key Managerial personnel has been appointed. Further since the manufacturing plants of the company are under suspension with hardly any activity in the company there no other KMp's too.

- Meetings:

Details of the various meetings held during the financial year 2014-15 have been given in the Corporate Governance Report. During the year under review, 4(four) Board meetings were held on 21/05/2014, 08/08/2014, 01/11/2014 and 11/02/2015.

- In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Shambhunath Kairi retires by rotation and, being eligible, offers himself for re-appointment.

- Independent Directors:

the Company doesn't have Independent Directors thus, requirement of Clause 49 (II A) of the listing agreement and Company Act, 2013 was not complied.

the total strength of your Board of Directors as on 31st March, 2015 is three members consisting of one Managing Director and two executive directors leading to non-compliance of the clause which requires that at least 50% of the Board should comprise of non-executive directors and 50% of the Board should also comprise of Independent Director, if Chairman is executive director. However, the Company had been registered with BIFR and subsequently the matter had been referred to AAIFR and AAIFR set aside the impugned order and remand the matter back to BIFR with direction to consider the submission of all the parties and pass order afresh after giving specific finding through a reasoned order. Due to the above situation company is facing difficulty in inducting Independent Directors on the Board. For the same reason Company has not been able to appoint a Woman Director.

7. directors' responsibility statement

pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, the Directors confirm:

(i) that in preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2015 on a 'going concern' basis.

v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

8. CORPORATE GOVERNANCE

Your Company recognizes the importance of good Corporate Governance in building stakeholders' confidence, improving investor protection and enhancing long-term enterprise value. A report on Corporate Governance is annexed.

9. AUDITORS

- M/s P.K. Lilha & Co., Chartered Accountants, have communicated their willingness to act as the statutory auditors of the Company subject to necessary approval at the forthcoming Annual General Meeting under Section 139 and 140 of the Companies Act, 2013 and the Board recommended their appointment for the period 2015-2016.

Auditors Report

the observations / qualifications made by the Statutory Auditors in their report for the year under review are self- explanatory and have also been further amplified in the notes to financial statements.

- Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 the company has appointed M/s. D. Raut & Associates, a Company Secretary in practice to undertake the Secretarial Audit of the Company. the Secretarial Audit report is annexed herewith as "Annexure B".

- Reply to the observation of the Secretarial Audit Report is annexed as "Annexure C.

10. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

there were no material changes affecting the financial position of the company occurring between the date of Financial Statements and the Board Report.

11. RELATED PARTY TRANSACTIONS :

there were no related party transactions made by the Company with its promoters, Directors or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.

During the year loan payable by the Company to related party has increased / decreased with overall increase in the payable. Above loan is free of interest.

the details have been disclosed in the notes to the Accounts.

12. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:-

A. Conservation of Energy:

All plants are shut down but in the past following energy conservation measures were taken:

i) periodic checking and supervision of the electrical Distribution network and corrective and proactive measures helped to maximize energy usage, ensuring as effective and efficient system of energy distribution.

ii) Reuse of waste oil in furnaces.

iii) Regular monitoring of leakages of compressed air and fuel oil to save fuel.

iv) Controlling of idle running of equipment during stoppages to save energy.

v) Applying right voltage to the systems through transformers with automatic voltage regulator.

vi) Reduction in steam, lower power consumption during peak hour rate.

vii) the company's technical cell continued to implement and find ways to conserve energy, avoiding any unnecessary operation and wasteful practice.

viii) Shutting down all electrical equipments and other appliances, when not in use, to avoid wastage of energy.

ix) Installing soft starter's at all electrical control panels, to reduce power consumption.

B. Technology Absorption:

All plants are shut down but in the past following technology absorption measures were taken:

- Research & Development - There had been ongoing efforts to improve productivity levels and quality standards but no specific research and development was required.

- Technology absorption, Adaptation & Innovation - Indigenous development of technology had taken place continuously.

- Particulars of technologies imported during last 5 years - Not applicable.

C. Foreign Exchange

Foreign exchange earnings and outgo were nIl during the year.

13. corporate social responsibility initiatives

the Companies (Corporate Social Responsibility policy) Rule, 2014 is not applicable to the Company. However, your Company respects society value and makes endeavor to contribute for the societal cause as far as possible.

14. ENVIRONMENT

All the manufacturing units of the company are closed but necessary equipments have been installed in the manufacturing units in order to comply with all regulatory measures so that no harm is caused to the society and nature at large. though the Company's operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all the educational premises and sites, so that no harm would cause to the society and the nature at a large.

15. ratio of director remuneration To median of employees

the directors of the Company are not drawing any salary. so the point of calculation of ration is not applicable. However, the median remuneration of the employees of the company during the financial year was Rs. 2.25 lacs.

16. Vigil mechanism / Whistle Blower policy:

the Company being a sick company and thus the requirement of vigil mechanism is not fulfilled by the company.

this policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behavior or wrongful conduct in the Company and to prohibit managerial personnel from taking adverse personnel action against such employee.

17. declaration on compliance With code of conducts

the Board has formulated a Code of Conducts for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

19. PREVENTION OF INSIDER TRADING

the Code requires pre-clearance for dealing inthe Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading Window is closed. the Board is responsible for implementation of the Code.

All Directors and the designated employees, who hold any shares in the Company, have confirmed compliance with the Code.

20. RISK MANAGEMENT

pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has adopted a Risk Management policy. the Board identified some risks that may affect the business of your Company and segregated them in various categories. Based upon such categorization Board has directed the Management to adopt and follow certain preventive steps. However Committee for Risk Management has not been formed.

21. EXTRACT OF ANNUAL RETURN

the details forming part of the extract of the Annual Return in form MGt-9 is annexed herewith as "Annexure A.

22. CEO CERTIFICATION

the Managing Director of the Company have submitted a certificate to the Board as required under Clause 49 of the listing Agreement for the year ended 31st March 2015.

23. compliance certificate

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the listing Agreement is attached to this Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, customers, vendors, bankers, and other business constituents for their support during the year under review. Your Directors also wish to place on records their deep sense of appreciation for the commitment displayed by all employees during the year.

on behalf of the Board of Directors

For RAMSARUP INDUSTRIES LTD.

Kolkata Aashish Jhunjhunwala

Dated : 30.05.2015 Managing Director


Mar 31, 2014

Dear Members,

We are presenting the 35th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2014.

PERFORMANCE OF THE COMPANY

The Highlights of the Performance of the Company during the Financial Year ended 31st March 2014 are appended below :

(Rs in Cr.)

Particulars 2013-14 2012-13

Total Revenue 10.53 32.51

Profit/(Loss) before Interest , Depreciation & Tax (1.86) (16.70)

Add : Interest 455.72 381.40

: Depreciation 31.41 32.38

Profit / (Loss )Before Tax (489.00) (430.47)

Provision for Tax - -

Profit/(Loss) after Tax carried to Balance Sheet (489.00) (430.47)

BUSINESS OPERATIONS & FUTURE OUTLOOK

Highlights of performance during the financial year 2013-14 are:

Total Revenue from Operation of the Company is Rs.10.30 crores as against Rs.32.39 crores in the previous year.

Operating Profit / (Loss) is Rs.(1.86) crores as against Rs.( 16.70 ) crores in the previous year.

Profit / (Loss) before taxation is Rs.(489.00) crores as against Rs. (430.47) crores in the previous year.

Profit / (Loss) after Tax is Rs.(489.00) crores as against Rs.(430.47) crores in the previous year.

The company has incurred substantial losses due to debiting of interest for the year on funds borrowed for execution of several capital projects and day to day administrative expenses.

Further as suspension of manufacturing activities has taken place in all the manufacturing units, there are indications which suggest impairment in the value of plant and machineries and other fixed assets of the company, for which the management is in process of getting the study carried out .

During the year ended 31.03.2012 the net worth of the company had eroded and the company had become Sick Industrial Company as per the provisions of Sick Industrial Companies (Special Provision) Act 1985 (SICA) and the Company was required to make reference with the Board for Industrial and Financial Reconstruction (BIFR). Necessary compliances had been made in accordance with the provision of SICA and reference of the company registered with Hon''ble BIFR as Case No. 67/2012 was intimated vide letter No. 3(R-4)/BC/2012 dated 21st November 2012 by the Ld. Registrar of the Board for Industrial & Financial Reconstruction. Subsequently the matter is in AAIFR appeal No. 78 / 2014 dtd. 11.04.2014

DIVIDEND

In view of losses incurred during the year under review, your Directors do not recommend any dividend for the financial year 2013-2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Dividend declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

The Members are requested to claim their unpaid/unclaimed Dividend(s), if any, declared and paid for the financial years 2006-07 and 2007-2008.

Social welfare and community development is at the core of your Company''s CSR philosophy. It embraces responsibility for impact of its operation and action on all its stakeholders including society and community at large. Your Company endeavours to make a positive contribution towards social cause by supporting socio-economic and educational initiatives and is committed to address societal needs

FIXED DEPOSIT

Your Company has not accepted or renewed any fixed deposits under section 58A of the Companies Act, 1956.

INVESTOR SERVICES

The Company and its Registrars M/s Link Intime India Pvt. Ltd. who are looking after the physical as well as Demat work and also shareholders correspondence, endeavoured their best to service the Investors satisfactorily.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNING AND OUTGO

The information required under the section 217(1) (e) of the Companies act, 1956, read with the companies (Disclosure of particulars in the report of the board of directors) Rules, 1988, is appended below:

A. CONSERVATION OF ENERGY :

All plants are shut down but in the past following energy conservation measures were taken:

i) Periodic checking and supervision of the Electrical Distribution Network and corrective and proactive measures helped to maximize energy usage, ensuring as effective and efficient system of energy distribution.

ii) Reuse of waste oil in furnaces.

iii) Regular monitoring of leakages of compressed air and fuel oil to save fuel.

iv) Controlling of idle running of equipment during stoppages to save energy.

v) Applying right voltage to the systems through transformers with automatic voltage regulator.

vi) Reduction in steam, lower power consumption during peak hour rate.

vii) The company''s technical cell continued to implement and find ways to conserve energy, avoiding any unnecessary operation and wasteful practice.

viii) Shutting down all electrical equipments and other appliances, when not in use, to avoid wastage of energy.

ix) Installing soft starter''s at all electrical control panels, to reduce power consumption.

B. TECHNOLOGY ABSORPTION :

All plants are shut down but in the past following technology absorption measures were taken:

- Research & Development - There had been ongoing efforts to improve productivity levels and quality standards but no specific research and development was required.

- Technology absorption, Adaptation & Innovation - Indigenous development of technology had taken place continuously.

- Particulars of technologies imported during last 5 years - Not applicable.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

The relevant information has been provided in the notes to financial statements of the company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with article 134 of the Articles of association of the Company, Mr. Pradip Kumar Das retires by rotation and, being eligible, offers himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the companies (amendment) Act, 2000, the director confirms that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation related to the material departures.

b) Appropriate Accounting Policies have been selected and applied consistently and have made adjustments 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 on 31st March 2014 and loss of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s P. K. Lilha & Co. Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors. The Company has received a certificate from them to the effect that the reappointment, if made would be within the limits prescribed under Section 224(1B) of the companies Act, 1956

AUDITORS REPORT

The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to financial statements.

STATUS OF LISTING IN STOCK EXCHANGES

Your Company''s shares are listed in National Stock Exchange Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 and Bombay Stock Exchange Limited(BSE), P. J. Towers, Dalal Street, 25th Floor, Mumbai - 400 001 for which listing fees upto 2011-12 has been paid.

A separate section on corporate governance and a certificate from the Auditors of your company regarding compliance with requirements of corporate governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of Annual Report.

CEO CERTIFICATION UNDER CLAUSE 49 OF LISTING AGREEMENT

As required under clause 49(V) of Listing Agreement, certificate from CEO is attached with the annual report.

PARTICULARS FOR EMPLOYEES U/S 217 OF THE COMPANIES ACT, 1956

During the year under review, no employees of your company was in receipt of remuneration in excess of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

APPRECIATION

Your Directors would like to express their grateful appreciation for the support and co-operation received from the Financial Institutions, Banks, Government Authorities, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges, Customers, Manufacturers, Suppliers, Directors and Shareholders during the year under review.

At this point, we would like to place on record our sincere appreciation for the cooperation, commitment, dedication, untiring efforts and hard work put in by the employee members at all levels of the Company in realisation of the corporate goals in the years ahead.

For and on behalf of the Board of Directors Place : Kolkata Aashish Jhunjhunwala Date : 21/05/2014 Chairman & Managing Director


Mar 31, 2011

We take pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2011.

PERFORMANCE OF THE COMPANY

The Highlights of the Performance of the Company during the Financial Year ended 31st March 2011 are appended below :-

(Rs.in) Particulars 2010-11 2009-10

Income from

operation 1252.44 2059.17

Profit fore Interest, Depreciation & Tax (11 2.28) 204.00

interest 134.03 104.24

Depreciation 32.73 37.12

Profit & loss) before Tax (279.04) 62.64

Provision for - Tax for earlier years 0.49 0.38

Deferred Tax (728) 17.88

Profit & loss) after Tax (272.24) 44.38

Advance brought forward from Previous Year 0.77 0.39

Profit available for appropriation (271.47) 44.77

Which recommend to appropriate as follows :

Transfer to/(from) General Reserve (19.00) 44.00

Surplus/(deficit) Carried to Balance Sheet ( 52.47) 0.77

(271.47) 44.77

BUSINESS OPERATIONS & FUTURE OUTLOOK

Your Company has been one of the leading manufacturers of steel wires, TMT Bars and turnkey project contractor for various infrastructure projects. The company caters requirement of core sector such as power, infrastructure, railways, defence and water management. Some of the modules in its steel plant like Blast Furnace, DRI Plant and Co-generation Power Plant continued its operation while SMS, ASP and Sinter Plant are in different stages of commissioning during the year.

The performance of the Company during the year under review was not satisfactory due to severe mismatch of cash flow which ,s mainly attributable to non Completion of steel project at Kharagpur and due to losses incurred by the Company during year ended March 2009. To cope with this situation, your Company had sought restructuring of its debts liability under CDR Mechanism. Restructuring proposals of debts with Banks and financial institutions has not been cleared by the lenders Company is still trying to convince its lender to clear the CDR proposal.

Pending approval of CDR package by the lenders of the Company, the company has applied for extension of accounting period however due to non approval of the said application by the Registrar of companies, West Bengal for extending the Financial year of 12 months to financial year of I 8 months the Annual Accounts of the company has been prepared and Audited for 12 months period commencing from 31st April, 2010 to 3 31st March, 2011. Highlights of performance during the financial year 2010-11 are

- Total Income from operation including other income of the Company is Rs.1252.44 crores as against Rs.2059.17 crores compared to the previous year.

- Operating profit declined to Rs.(12.28) crores as against Rs. 204.00 crores in the last year

- Loss before taxation is Rs.(279.04) crores as against Profit of Rs. 62.64 crores in the last year Loss after Tax is Rs.(272.24) crores as against Profit of Rs.44.38 crores in the last year.

Company's steel plant at Kharagpur is under shutdown from June 2010' and TMT plant at Shyamnagar is under suspension of work from October 2010'.

Company is not expecting better results in the year 2011 -12 and going forward unless substantial infusion of funds is done, revival of the company will be challenging.

DIVIDEND

Due to loss suffered during the year under review and to meet the needs for more funds for the ongoing capital projects under expansion programme which is essential for long term growth of the Company the Board of Directors of the Company has decided not to recommend any dividend for the year ended 2010-1 I.

OWNERSHIP OF COAL MINES

Your Company has been jointly allotted Moira Madhujore Coal Block in the State of West Bengal with 5 other companies. A joint venture Company namely Moira Madhujore Coal Limited has been formed by the allotters for mining and development of Moira Madhujore Coal Block. However, mining is not expected to start for next 4-5 years.

INTERNAL CONTROL SYSTEMS

We have always believed in transparency, which is an important factors in the success and growth of any organisation. The Company has an adequate system of internal control supported by an extensive programme of internal control and systems are establishes to ensure that financial and other records are reliable for preparing financial statements. This department assumes great significance given the size, scope and rapid rate of growth of the company. The team is headed by a Chartered Accountant along with senior officers to ensure that transactions are authorised, recorded and reported appropriately.

CORPORATE SOCIAL RESPONSIBILITY

An essential component to your Company's Corporate Social Responsibility is to care for the community. Your Company endeavors to make a positive contribution towards social cause by supporting socio-economic and educational initiatives and is committed to address societal needs.

FIXED DEPOSIT

Your Company has not accepted or renewed any fixed deposits under section 58A of the Companies Act, 1956.

INVESTOR SERVICES

The Company and its Registrars M/s Link In time India Pvt. Ltd. who is looking after the physical as well as Demat work and also shareholders correspondence, endeavored their best to service the Investors satisfactorily. The company is one of the leading wire manufacturers in India. The company is also engaged in manufacturing of Steel, TMT bars, and Infrastructure projects on turnkey basis and Power generation through unconventional sources like Wind, Waste Heat and Gases. The Company has 4 manufacturing plants and all are located in West Bengal and employs over I 5,000 people directly and indirectly. The Management discussions and analysis is given hereunder:

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with Article 134 of the Articles of Association of the Company Mr. K. M. Lai retires by rotation and, being eligible, offers himself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the act, as amended by the companies (amendment) Act, 2000, the director confirms that

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation related to the material departures.

2. Appropriate Accounting Policies have been selected and applied consistently and have made adjustments 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 on 31st March 201 and profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s P K. Lilha & Co. Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors. The Company has received a certificate from them to the effect that the reappointment, if made would be within the limits prescribed under Section 224( I B) of the companies Act, 1956.

AUDITORS REPORT

The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Accounts.

STATUS OF LISTING IN STOCK EXCHANGES

Your Company's shares are listed in National Stock Exchange Limted, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumba, - 400 05 I and Bombay Stock Exchange Limited(BSE), R j. Towers, Dalai Street, 25th Floor, Mumbai - 400 001 for which listing feesfor20IO-llhasbeenpaid.

CORPORATE GOVERNANCE

The Board of Directors of the Company has taken all necessary steps and initiative to ensure compliance with all the revise requirements of Clauses 49 of the Listing agreement with the Stock Exchanges. A code of conduct as applicable to all the directors and members of the senior management has also been put in place.

A separate section on corporate governance and a certificate from the Auditors of your company regarding compliance with requirements of corporate governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of Annual Report.

PARTICULARS FOR EMPLOYEES U/S 217 OF THE COMPANIES ACT, 1956

During the year under review, no employees of your company was in receipt of remuneration in excess of the limits prescribe under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Human Resources

The biggest strength of the Company has always been its people. Only with their participation have we managed to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus development of human resources at all levels is taken on priority to upgrade knowledge and skill of employees and sensitize them towards productivity, quality, cost reduction, safety and environment protection. The Company's ultimate objective is to create a strong and cohesive team of employees wherein each link in the resource chain is as strong as the other.

During the year under review the Employee / Industrial relations has suffered a set back for the first time in the history of the company. TMT plant in Shyamnagar is under suspension of work and steel plant at Kharagpur also had to under go temporary suspension of work.

APPRECIATION

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from the Financial Institutions, Banks, Government Authorities, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges, Customers, Manufacturers, Suppliers, Directors and Shareholders during the year under review.

At this point, we would like to place on record our sincere appreciation for the cooperation, commitment, dedication, untiring efforts and hard work put in by the employee members at all levels of the Company in realisation of the corporate goals in the years ahead.

For and on behalf of the Board of Directors

Place : Kolkata Aashish jhunjhunwala

Date: 17-04-2012 Chairman & Managing Director


Mar 31, 2010

We take pleasure in presenting the 31st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2010.

PERFORMANCE OF THE COMPANY

The Highlights of the Performance of the Company during the Financial Year ended 31st March 2010 are appended below :

(Rs. in Cr.)

PartIculars 2009-10 2008-09

Sales/Contract Receipts 2059.17 1963.65

Profit before Interest, Depreciation & Tax 204.00 4.13

Less : Interest 104.24 87.07

Depreciation (Net of transfer from

Reserve) 37.12 29.45

Profit Before Tax 62.64 (112.39)

Provision for -

- Deferred Tax 17.88 (37.63)

- Fringe Benefit Tax - 0.25

- Tax for earlier years 0.38 -

Profit after Tax 44.38 (75.01)

Add: - Balance brought forward from Previous Year 0.39 3.22

Profit available for appropriation 44.77 (71.79)

Which we recommend to appropriate as follows :

Transfer to General Reserve 44.00 (65.00)

Proposed Dividend - Preference

- Equity - (6.14)

Tax on Dividend - (1.04)

Surplus Carried to next Year 0.77 0.39

44.77 (71.79)

INDUSTRY OVERVIEW AND OUTLOOK

While 2008-09 was a year of global slowdown, 2009-10 proved to an year of global resurgence. 2008-09 was one of the most challenging years for the global economy in past few decades. While the credit crunch coupled with widespread liquidity crisis translated to recessionary phase for all the countries globally. The developed economies like America and Europe were hit hard owing to slowdown in global trade and lower consumption. To infuse life into their respective economies, the countries introduced various stimulus funds. The impact was visible during the last two quarters of 2009-10, with the US economy expected to grow at 2.8% during 2010. However, some European countries continued to struggle with their asset quality, leading to persistent fears of renewed recessionary phase in Europe.

The economic resurgence was mainly led by Asian economies like China and India. Owing to a strong banking infrastructure, Government’s timely infusion of stimulus package and captive consumption story, India withstood the global impact during 2008-09. With the upturn in the investor confidence during 2009-10, there was a distinct turnaround in the economic climate in India. According to the Union Finance Minister Mr. Pranab Mukherjee, the economy in 2009-10 is expected to grow by 7.2%, an impressive growth by global standards. The continued thrust on infrastructure development has also helped create consistent demand from the core industries – steel being one of them.

During 2009, production cuts in steel sector (globally) were the steepest among all the metals. This provided the steel companies particularly in India and China to cater to the increased demand. Since most of the demand was domestic, the realization for the first three quarters during 2009-10 was strong. However, owing to increase in raw material prices (iron ore and coking coal), there was considerable pressure on the Indian steel companies in the fourth quarter during the year under review.

Indian steel industry is in sweet spot as far as domestic growth story is concerned. However, global weak scenario makes it vulnerable to global trends. As per WSA estimates Indian steel consumption is expected to rise by 13.9% and 13.7% over 2009-10E and 2010-11E respectively. Indian government’s focus on infrastructure spending and rising consumption level of the population with rising disposable income would be key drivers for steel consumption in India.

India will require around $1.7tn in financing over the next decade to meet its infrastructure needs in various sectors. Indias ability to finance and build this infrastructure will be critical for it to sustain high growth rates over this period. Out of total spending projected railways, water supply, power and telecom would be major drivers for steel consumption. The expected infrastructure spending by the Government are US$ 380 bn in 11th Plan and US$ 640 bn in 12th Plan. Therefore, considering an average 15- 16 mt of steel consumption in the infrastructure sector, it is expected to increase by 18% over 2010-11.

OPERATIONAL REVIEW

With the improved market sentiments and sustained demand from key sectors – power and infrastructure, the Company bounced back to back during 2009-10. The Company crossed Rs. 2,000 cr. mark, posting total revenue of Rs. 2,059 cr., up by 3.72%, against Rs. 1,985 cr. in 2008-09. The Company’s EBIDTA of Rs. 204 cr. and PAT of Rs 44.20 cr. are not comparable with that of previous year because of losses incurred in 2008-09. The Companys EBIDTA margin improved to 9.98%, on account of strong cost control measures, efficient inventory management and higher realization.

2009-10 was also a year of achievements for the Companys divisions. As a huge boost to Companys integration strategy, the Company commenced commercial production of 500 TPD DRI plant using German Outokumpu technology at the Kharagpur plant, during the year under review. In addition, the private railway siding at the Companys Kharagpur plant commenced operations during 2009- 10. The railway siding is expected to substantially reduce transportation and handling cost of iron ore, coal, coke and other raw materials, resulting in improved margins and efficient inventory management.

The year 2009-10 was also an year of achievement for Companys wires division. The Company received Homologation Certificate from Spain for LRPC strands and wires in 2009-10. This certification will enable the Company to increase its exports to the European Union in the coming years.

The Company in November, 2009 also signed Power Purchase Agreement for its Waste Heat, CO-gas based 22 MW power plant with West Bengal State Electricity Distribution Company, a state government owned electric utility Company. The Companys power plant at Kharagpur was commissioned in June 2009. The Company would supply 118.60 Million Units per annum to WBSEDCL. The agreement is valid for 25 years and further extendable on mutual terms and conditions.

The Company bagged order worth Rs. 62 cr from RUIDP for laying sewerage line in northern Rajasthan. This order book is expected to translate into revenues in the coming 12 months.

CORPORATE OUTLOOK

The Company expects further improvement in its performance during 2010-11 owing to culminating effect of the following internal and external factors. The Company, during the year expects to complete its expansion programme that will transform it into a fully integrated player – from iron ore to laying of transmission lines.

Besides, the Company will also commence the production of plating wires, with the completion of its plating line at Durgapur plant. This will enable the Company to tap large demand from the auto sector and expand its margins going forward. The Company will continue to focus on becoming one of the top wire producers in the world.

In infrastructure division, the Company is expecting orders for construction of bridges and laying of water/ sewerage lines in the state of West Bengal and Rajasthan. The existing work of above nature is going on smoothly at several sites in both the above states. The Company will increase its focus in Infrastructure business in time to come.

DIVIDEND

Due to lack of appropriate profit during the year under review and to conserve internal accruals for future expansion opportunities, the Board of Directors of the company has decided not to recommend any dividend for the year ended 2009-10.

JOINT VENTURES

Your Company has been jointly allotted Coal Block in the State of West Bengal with 5 other companies. A joint venture Company which will primarily be engaged in Mining and development of Moira Madhujore Coal Block by the name of Moira Madhujore Coal Limited has been formed by the allotees.

SUBSIDIARIES

Your Company has formed M/s Ramsarup Energy Limited as a subsidiary of the Company on 9th February, 2010 to venture into power generation business. The management is looking forward for establishment of suitable project for this Company.

INTERNAL CONTROL SYSTEMS

We have always believed that transparency, system and controls are important factors in the success and growth of any organisation. The Company has an adequate system of internal control supported by an extensive programme of internal control and systems are established to ensure that financial and other records reliable for preparing financial statements. This department assumes great significance given the size, scope and rapid rate of growth of the Company. The team is headed by a Chartered Accountant along with senior officers to ensure that transactions are authorised, recorded and reported appropriately.

HUMAN RESOURCES

The biggest strength of the Company has always been its people. Only with their participation have we managed to achieve a healthy work culture, transparency in working, fair business practices and passion for efficiency. Thus development of human resources at all levels is taken on priority to upgrade knowledge and skill of employees and sensitise them towards productivity, quality, cost reduction, safety and environment protection. The Company’s ultimate objective is to create a strong and cohesive team of employees wherein each link in the resource chain is as strong as the other.

FIXED DEPOSIT

Your Company has not accepted or renewed any fixed deposits under Section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS, FOREIGN EXCHANGE EARNING AND OUTGO

The information required under the Section 217(1)(e) of the Companies Act, 1956, read with the companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, is appended below :

A. CONSERVATION OF ENERGY :

(a) Energy conservation measures taken :

i) Commission of waste heat recovery based 22 MW Captive Power Plant.

ii) Periodic checking and supervision of the Electrical Distribution Network and corrective and proactive measures helped to maximize energy usage, ensuring as effective and efficient system of energy distribution.

iii) Reuse of waste oil in furnaces.

iv) Regular monitoring of leakages of compressed air and fuel oil to save fuel.

v) Controlling of idle running of equipment during stoppages to save energy.

vi) Applying right voltage to the systems through transformers with automatic voltage regulator.

vii) Reduction in steam, lower power consumption during peak hour rate.

viii) The Company’s technical cell continued to implement and find ways to conserve energy, avoiding any unnecessary operation and wasteful practice.

ix) Shutting down all electrical equipments and other appliances, when not in use, to avoid wastage of energy.

x) Installing soft starter’s at all electrical control panels, to reduce power consumption.

B. TECHNOLOGY ABSORPTION :

- Research & Development - There have been ongoing efforts to improve productivity levels and quality standards but no specific research and development is required.

- Technology Absorption, Adaptation & Innovation - Indigenous development of technology has taken place continuously.

- Particulars of technologies imported during last 5 years - Not applicable.

C. FOREIGN EXCHANGE EARNINGS & OUTGO :

The relevant information has been provided in the notes to the accounts and the Company has taken various initiatives to increase the export of the Company during the ensuing financial year.

DIRECTOR

In accordance with the provisions of the Companies Act, 1956 read with Article 134 of the Articles of Association of the Company, Mr. Bimal Kumar Jhunjhunwala retires by rotation and, being eligible, offers himself for re- appointment.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, as amended by the Companies (amendment) Act, 2000, the Directors confirms that :

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation related to the material departures.

2. Appropriate Accounting Policies have been selected and applied consistently and have made adjustments 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 on 31st March 2010 and profit of the Company for the year ended 31st March 2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s P. K. Lilha & Co. Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment as Auditors. The Company has received a certificate from them to the effect that the reappointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Notes on Account referred in the Auditors Report are self explanatory and therefore, do not call for any further clarification.

STATUS OF LISTING IN STOCK EXCHANGES

Your Companys shares are listed in National Stock Exchange Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 and Bombay Stock Exchange Limited(BSE), P. J. Towers, Dalal Street, 25th Floor, Mumbai – 400 001 for which listing fees for 2009- 10 has been paid.

CORPORATE GOVERNANCE

The Board of Directors of the Company has taken all necessary steps and initiatives to ensure compliance with all the revised requirements of Clauses 49 of the Listing

Ramsarup Industries Limited

agreement with the Stock Exchanges. A code of conduct as applicable to all the directors and members of the senior management has also been put in place.

A separate section on corporate governance and a certificate from the Auditors of your Company regarding compliance with requirements of corporate governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges, form part of Annual Report.

PARTICULARS FOR EMPLOYEES U/S 217 OF THE COMPANIES ACT, 1956

During the year under review, no employees of your Company was in receipt of remuneration in excess of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975

APPRECIATION

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from the Financial Institutions, Banks, Government Authorities, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges, Customers, Manufacturers, Suppliers, Directors and Shareholders during the year under review.

At this point, we would like to place on record our sincere appreciation for the total commitment, dedication, untiring efforts and hard work put in by the employee members at all levels of the Company in realisation of the corporate goals in the years ahead.

For and on behalf of the Board of Directors



Ashish Jhunjhunwala

Place : Kolkata Chairman cum Managing Director

Dated : 31st May, 2010 & Chief Executive Officer

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