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, GovernmentÃs
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 à 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 governmentÃs 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 à 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 CompanyÃs 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 à 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 CompanyÃs 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 CompanyÃs 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 starterÃs 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.
DIRECTORÃS 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 à 400 051
and Bombay Stock Exchange Limited(BSE), P. J. Towers, Dalal Street,
25th Floor, Mumbai à 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