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Directors Report of Ranjeev Alloys Ltd.

Mar 31, 2013

The Directors hereby present the 23rd Annual Report of the company along with Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

SN Particulars 31.03.2013 31.03.2012 No. (Rs. in Lac) (Rs. in Lac)

1. Total Revenue 2.46 30.92

2. Total Expenses 15.01 61.63

3. Profit/(Loss) before Tax & Extraordinary & (12.55) (30.70) Exceptional Items

4. Exceptional Items - (10.15)

5. Profit/(Loss) after Tax (12.55) (40.86)

As you all are aware that the company is not carrying in any manufacturing activity since December, 2010 the financial results are below average. The company has carried only trading of some items during the year under report. Your directors have already passed a special resolution in the previous year itself under Section 293 (1) (a) for sale of substantial part of company''s undertaking. The Management is looking for various avenues for reviving the company. They are looking into fields if information technology, business process outsourcing, hospitality, establishment of restaurants, motels, retail chain etc.

Your directors are hopeful that the company will resume its operations very soon.

DIVIDEND

Since the company has undertaken operations at very small level and that too without earning any profits, your directors express their inability to recommend any dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Sh. Vishal Patel and Sh. Kanav Bhatia, retire by rotation at ensuing Annual General Meeting and being eligible , offer themselves for re-appointment as directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report highlighting the present scenario of the industry and its viability for the company is attached separately to this Report and forms part of this.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report is included in this Report. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as required under Clause 49 of the Listing Agreement is part of this report.

LISTING ON STOCK EXCHANGES

The company''s shares are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The company has applied for Voluntary delisting under Securities and Exchange Board of India (Delisting of Securities) Guidelines 2003 to Delhi Stock Exchange. The application is pending with Delhi Stock Exchange.

FIXED DEPOSITS

The Company had no unpaid/unclaimed deposits as of March, 2013. The company has not accepted any fixed deposits under Section 58 A of the Companies Act, 1956 during the year ended 31st March, 2013.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956 The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be treated as NIL. Industrial relations continued to be peaceful and cordial.

AUDITORS

M/s S K Bhalla & Company, Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the company has obtained a written certificate from the Auditors to the effect that their re- appointment, if made, would be in conformity with the limits specified therein.

COMMENTS ON AUDITORS REPORT

Point wise reply on Auditors Qualification

1 (c) As there had been no business, the company had stopped the production w.e.f. December, 2010. Due to non-production, the plant and machinery was becoming obsolete. Your directors were left with no alternative except to sale a part of fixed assets. However, the company remains going concern. Further, the company has also carried a resolution u/c 293 (1) (d) of the Companies Act, 1956 through Postal Ballot in terms of Companies (Passing of Resolutions by Postal Ballot) Rules, 2011 for sale of undertaking.

3 (b & c): The company had advanced loans to certain entities. Due to break in continuity of business, the recovery of such loans has become impossible. When the recovery of principle amount has been doubtful, the interest has not been charged to give a true and fair view of accounts. These transactions had been in the ordinary course of business.

6. No unsecured loans have been accepted from business firms and relatives of directors. These transactions and outstanding are on account of business transactions during the year.

11. Due to the reasons beyond the control of Directors, the company has defaulted in making the payments to IDBI Bank Ltd., Mandi Gobindgarh against Secured Loans (C/c & BP). An application for One Time Settlement & Waiver of Interest, charged by the bank, had been submitted and initially approved by IDBI Bank Ltd. However, the Bank subsequently revoked the one time settlement vide its letter dated 7th March, 2013. Your Directors are taking earnest steps to revive the settlement plan with the Bank. No interest has been provided as the accounts are NP A.

COMPANIES COMPLIANCE CERTIFICATE

The compliance certificate issued by a Practicing Company Secretary in terms of the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

i) that in the preparation of the annual accounts for the period ended March 31st, 2012, the applicable accounting standards have been followed.

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2012 and of the net profit earned by the Company for financial period ended March 31, 2012.

iii)that 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.

iv) that the annual accounts for the period ended March 31, 2012 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Particulars in respect of conservation of energy and technology absorption and foreign exchange earnings and out go as required under section 217(1) (e) of the Companies Act. 1956 are provided as under:

B) Technology absorption, Adaptation & Innovation.

The company is committed to the process involving industry knowledge, training and adoption.

ACKNOWLEDGMENT

Your Directors wish to place on record the appreciation of contribution made by all business constituents. They are also thankful to shareholders of the company for their continued support to the company during the year under report.

Place : Mandi Gobindgarh For and on behalf of the Board of Directors

Dated : 05.06.2013


Mar 31, 2012

To the members of Ranjeev Alloys Limited

The Directors have pleasure in presenting the 22nd Annual Report and Audited Statement of Accounts for the year ended 31s1 March, 2012.

FINANCIAL RESULTS

Sr, Particulars 31.03.2012 3103.2011 (Rs. in Lac) (Rs. in Lac)

1. Total Revenue 3092.964 390279.228

2. Total Expenses 6163.180 403969.207

3. Profit/(Loss) before Tax & Extraordinary Items (3070.216) (13689.979)

IT Profit/(Loss) after Tax (4098.161) (12428.253)

The year under report was really a tough period. The company ceased its manufacturing activities due to various unavoidable reasons. As,no operations were carried out during the year, company has generated only trading and other income during the year under report. During previous year also the company suffered losses in steel business. Due to tough competition in the market along with increasing cost of production, the company was not able to make its operations viable. This year also the company did not get any orders and hence no manufacturing activity was carried.

Your directors are planning to totally disinvest from steel business and invest funds in viable projects/fields.

RESOLUTION UNDER SECTION 293 (1) (a) of COMPANIES ACT, 1956

An Ordinary resolution was passed through Postal Ballot under Section 293 (1) (a) of the Companies Act, 1956 on 19th April, 2012 authorizing the Board of Directors of the company to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company at Village Jassran, Amloh Road, Mandi Gobindgarh engaged in manufacturing of M.S. Ingots at its principal product.

As is evident from the attached financial statements of the company, disinvestment from steel business was necessary. The management is looking into various avenues available for investment and diversification. Management is working upon various investment proposals including information technology, business process outsourcing, hospitality, establishment of Resorts/motels, retail chain stores etc.

DIVIDEND

Due to non availability of any profits, your directors regret their inability to recommend dividend for the year 2012.

DIRECTORS

Mr. Jawahar Lai Goyal and Mr. Krishan Kumar Bhatia , retire by rotation and being eligible, offer themselves for re-appointment. A brief profile of directors containing details of their qualifications expertise and other directorships has been given in Notice of Annual General Meeting of the company.

AUDITORS

M/s S K Bhalla & Company, Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the company has obtained a written certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified therein.

COMMENTS ON AUDITORS REPORT

Point wise reply on Auditors Qualification

1( C) Due to non availability of business, the company had to stop the production w.e.f. December, 2010. Due to non -production , the plant and machinery was becoming obsolete. Your directors were left with no chance except to sale a part of fixed assets. However, the company remains going concern. Earnest efforts are being made to revive it. Further, the company has also carried a resolution u/s 293 (1) (d) of the Companies Act, 1956 through Postal Ballot in terms of Companies (Passing of Resolutions by Postal Ballot) Rules, 2011 for sale of undertaking.

3 (b) The company had advanced loans to certain entities. Due to break in continuity of business, the recovery of such loan has become impossible. When the recovery of principal amount has been doubtful, the interest has not been charged to give a true and fair view of accounts. These transactions are in the ordinary course of business.

6. No unsecured loans have been accepted from business firms and relatives of directors. These transactions and outstanding are on account of business transactions during the year.

11. Due to the reasons beyond the control of Directors, the company has defaulted in making payments to IDBI Bank Ltd, Mandi Gobindgarh against Secured Loans (C/C & BP). An application for one time settlement & waiver of interest, charged by the bank, has been submitted and duly approved by IDBI Bank Ltd., New Delhi and consequently interest has not been provided for in the books of accounts pertaining to these loans.

FIXED DEPOSITS

During the year, Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

M shares of to company alerts

Guidelines 2003 is pending with Delhi Stock Exchange. compliance forms part of this report. Management Discussion and Analysis Report is also attached with this report.

PARTICULARS OF EMPLOYEES u/s (2a) of the COMPNIES ACT,1956

The information required under section 217 (2A) of the companies Act,1956 read with companies (particulars of Employees) Rules 1975 may be treated as NIL. Industrial relations continued to be peaceful and cordial.

DIRECTORS RESPONSIBILITY STAEMENT

In accordance with the provisions of section 217 (2AA) of the Companies AC, 1956, your directors confirm:

i) that in the preparation of the annual accounts for the period ended March 31-, 2012, the applicable accounting standards have been followed.

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made been so as to give a true and fair of the state of affairs as at march 31,2012 and of the net profit earned by the Company for financial period ended March 31,2012.

iii) that 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 detecting fraud and other irregularities.

W) that the annual accounts for the period ended March 31,2012 have been prepared on a going concern basis.

6) Technology absorption, Adaptation & Innovation.

The company is committed to the process involving industry knowledge, training and adoption.

ACKNOWLEDGMENT

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers and bankers for the continued support given by them to the Company and their confidence reposed in the management.

Place : Mandi Gobindgarh For and on behalf of the Board of Directors

Dated : 25.08.2012

Sd/- Sd /-

Ranjeev Bhatia Kanav Bhatia

(Managing Director) (Director)


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 21st Annual Report of the Company and the Audited Accounts for the financial year ended 31st March 2011.

FINANCIAL RESULTS

Sr. Particulars 31.03.2011 31.03.2010 No. (Rs. in Lac) (Rs. in Lac)

1. Sales/Other Income 4161.11 7328.48

2. Profit/(Loss) before Depreciation & Interest 104.10 219.79

3. Depreciation 33.80 33.30

4. Interest 194.55 139.79

5. Profit/(Loss) before Tax (124.25) 46.68

6. Profit after Tax (124.28) 31.07

Your directors hereby report that the year 2010-2011 was a tough one. The company's sales has gone down substantially and correspondingly profits of the company have turned into losses. Increasing competition in the market and increase in expenses are important factors contributing to company's low performance.

Your directors are trying their best to improve the performance of the company in months to come.

DIVIDEND

Due to non availability of profits your directors do not recommend any dividend for the year ended on 31st March, 2011.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and as per the Articles of Association of the company Mr. Kanav Bhatia and Mr. Vishal Patel, Directors retires by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. Sanjay Das was appointed as Additional Director of the company on 10.08.2011. and holds office upto the date of forthcoming Annual General Meeting. The company has received a notice in writing from a member proposing his candidature for the office of Director. His appointment as director will be confirmed in the Annual General Meeting with the approval of the members.

Details of Directors to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are contained in the accompanying notice of the forthcoming Annual General Meeting.

AUDITORS

M/s S K Bhalla & Company, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

COMMENTS ON AUDITORS REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

FIXED DEPOSITS

During the year, Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and as such no amount of principal or interest on account of fixed deposits is outstanding, as on the date of Balance Sheet.

CORPORATE GOVERNANCE

Adoption of best ethical business practices in the company within the regulatory framework is the essence of good corporate governance. On the one hand corporate governance calls for accountability of the persons who are at the helm of affairs of the company and on the other hand it also brings benefits to the stakeholders of the company such as investors, customers, employees and the society at large. Your company continues to believe in such business practices and gives thrust on providing reliable financial information, maintenance of transparency in all its business dealings and ensuing strict compliance of all applicable laws.

The report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of the company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

MANAGEMENT DISCUSSION AND ANAYLSIS REPORT

Management Discussion and Anaylsis Report as stipulated under Clause 49 of the listing agreement is attached separately with this report.

COMPANIES COMPLIANCE CERTIFICATE

The compliance certificate issued by a Practicing Company Secretary in terms of the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, is attached to this report.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956 The information in respect of particulars of employees u/s 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be treated as NIL.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) That in the preparation of the annual accounts for the period ended March 31st, 2011, the applicable accounting standards have been followed.

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2011 and of the net profit earned by the Company for financial period ended March 31, 2011.

iii)That 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.

iv) That the annual accounts for the period ended March 31, 2011 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Particulars in respect of conservation of energy and technology absorption and foreign exchange earnings and out go as required under section 217(1) (e) of the Companies Act. 1956 are provided as under:

A) Conservation of Energy.

B) Technology absorption, Adaptation & Innovation.

The company is committed to the process involving industry knowledge, training and adoption.

C) Foreign exchange earning & outgo (Rs. in Lac):

During the period under review, the company has not earned any foreign exchange neither there was any foreign exchange outgo during the year under review.

STOCK EXCHANGES

1. Bombay Stock Exchange Ltd. Mumbai

2. The Delhi Stock Exchange Limited.

Applications for Voluntary delisting under securities and Exchange Board of India(Delisting of Securities) Guidelines 2003 is pending with Delhi Stock Exchange.

ACKNOWLEDGMENT

Your Directors would like to convey their appreciation for all the co-operation and assistance received from the Government Authorities, Financial Institutions, Banks, Customers, Vendors and Stakeholders of the company during the year under review. We look forward to receiving the continued patronage of all our business constituents to become a better and stronger company.

Place : Mandi Gobindgarh For and on behalf of the Board of Directors

Dated : 3rd September, 2011

Ranjeev Bhatia Kanav Bhatia

(Managing Director) (Director)


Mar 31, 2010

The Directors are pleased to present the 20th Annual Report of the Company and the Audited Accounts for the financial year ended 3tst March 2010.

FINANCIAL RESULTS

Sr. No. Particulars 31.03.2010 31.03.2009 (Rs. in Lac) (Rs. in Lac)

1. Sales/Other Income 7328.48 9204.33

2. Profit before Depreciation & Interest 219.79 178.26

3. Depreciation 33.30 29.04

4. Interest 139.79 114.62

5. Profit before Tax 46.68 34.60

6. Profit after Tax 31.07 23.89

The year under review witnessed unprecedented fluctuation in raw materials cost, availability of labour at certain wages and uninterrupted power supply.

Your directors report that during the year under review, there is fall in turnover of the company. Although there is decline in sales but there is increase in net profits after taxes which has been possible due to efficient use of available resources and also control over wastage. During the year under review interest payments have increased.

DIVIDEND

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

FIXED DEPOSITS

During the year under report, your Company did not accept any fresh deposit from the public in terms of the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. J.L. Goyal, Director retires by rotation and being eligible offers himself for reappointment.

Mr. K. K. Bhatia, Director retires by rotation and being eligible offers himself for reappointment.

Brief particulars and expertise details of directors seeking re-appointment and other directorship and committee membership positions held by them have been given in the notice convening Annual General Meeting.

Directors recommend the resolutions pertaining to re-appointment of Directors, for approval of the members.

In terms of clause 49 of the Listing Agreement with Stock Exchanges, the details of Directors to be appointed/re-appointed are contained in the accompanying notice of the forthcoming Annual General Meeting.

AUDITORS

M/s S K Bhalla & Company, Chartered Accountants, Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re- appointment.

AUDITORS REPORT

Comments made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement, is attached to this Report.

Management Discussion and Analysis Report for the year under review, as provided under Clause 49 of the Listing Agreement , is also attached to this Report.

COMPANIES COMPLIANCE CERTIFICATE

The compliance certificate issued by a Practicing Company Secretary in terms of the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, is attached to this report.

B) Technology absorption, Adaptation & Innovation.

The company is committed to the process involving industry knowledge, training and adoption.

C) Foreign exchange earning & outgo (Rs. in Lac):

During the period under review, the company has not earned any foreign exchange neither there was any foreign exchange outgo during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT: -

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) That in the preparation of the annual accounts for the period ended March 31st, 2010. the applicable accounting standards have been followed.

ii) That appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31st, 2010 and of the net profit earned by the Company for financial period ended March 31st, 2010.

iii) That 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.

iv) That the annual accounts for the period ended March 31st, 2010 have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

The information in respect of particulars of employees u/s 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be treated as NIL.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution given and the spirit of dedication shown by the employees at all levels during the financial year 2009-2010. The Directors also express their deep gratitude for the business assistance, co- operation and support extended by its Customers, Banks Government Departments, suppliers, service providers, and the shareholders during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Mandi Gobindgarh Ranjeev Bhatia Kanav Bhatia

Dated : 1st September 2010 (Mg. Director) (Director)

 
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