Home  »  Company  »  Ratnamani Metals  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Ratnamani Metals & Tubes Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 31 st Annual Report of your company along with the Audited Financial Statements of the Company for the year ended 31 st March 2015,

1. Financial Results at a Glance

(Rs. in lacs)

Particulars Financial Year Financial Year ended ended 31st March, 15 31st March, 14

Net Revenue from Operations 167555.32 135296.00

Profit before Depreciation and Tax 31508.70 26008.67

Profit before Tax 26072.98 21422.19

Profit after Tax 17250.80 14280.82

Add: Balance brought forward from previous year 19959.07 17136.03

Amount available for appropriation 37209.87 31416.85

Appropriations

Proposed Dividend 2570.04 2100.76

Tax on Dividend 523.20 357.02

General Reserve 10000.00 9000.00

Closing Balance 24116.63 19959.07

Earning Per Equity Share (EPS) of face value of Rs. 2 each(diluted) 36.94 30.49

2. Operational Review/ State ot the Company''s affairs

During the year under review, global economy continued to remain under pressure. The growth rates fell mainly in all the emerging economies, and the major economies such as China, Japan and Euro zone showed signs of slow down. USA was better placed amongst the developed economies. Within the country, there were signs of improvement post formation of the new Government in the Center and ours was one of the better performing economies growing by 7.2% compared to 6.9% in 2013-14. During the year under review, the Company has not changed any of its Business.

Lower crude prices and the initial positive sentiments due to a new government being in the Center helped improving the general economic scene. Lower inflation and resultant moderate reduction in effective interest rates also helped to some extent. However, the major revival of the economy In general is yet to take place. Notwithstanding these not so positive economic conditions, your company was in a position to perform relatively better, mainly because of orders from infrastructure and Oil & Gas projects. During this year, your companys net revenues grew by 23.84% while Profit Before Tax grew by 21.71 %. The Profit After Tax was higher by 20.80%.

3. Dividend

The Board is pleased to recommend a dividend of Rs. 5.50/- per Equity Share having face value of Rs. 2/- each (i.e. 275% on the paid-up capital) for the year ended 31s1 March 2015 for consideration of the Members at the ensuing Annual General Meeting. The total dividend payout for the financial year 2014-15 shall be Rs. 3093.24 lacs comprising of dividend amounting to Rs. 2570.04 lacs and dividend tax of Rs.523.20 lacs.

4. Transfer to General Reserve

A sum of X10,000 lacs has been transferred to the General Reserve of the Company for the financial year 2014-15.

5. Share Capital

The paid up Equity Share Capital as on March 31,2015 was Rs. 934.56 Lacs.

6. Allotment of shares under employee stock options

During the year under review, 44,550 equity shares were allotted on exercise of the options granted under ESOS, 2006. Total 5,22,000 options lapsed on expiration of the scheme on 31 st October, 2014,

7. Finances

The Company has repaid the installments of Long Term ECB amounting to Rs. 818.00 Lacs during the current year. The outstanding amount of Long Term ECB as on 31 st March, 2015 was equivalent to Rs. 1681.60 Lacs.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report,

8. Fixed Deposits

Your Company has not invited or accepted any deposits from the shareholders and public during the year. There are no outstanding and overdue deposits as at 31 st March, 2015,

9. Particulars of loans, guarantees or investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. Directors and Key Managerial Personnel A) Directors

a) Shri Jayanti. M. Sanghvi will retire at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

b) Pursuant to the Provisions of Sections 149,152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act,2013, your Directors appointed Smt. Niddhi G. Gadhecha as an Additional Director of the Company to hold office upto the ensuing Annual General Meeting,

The Company has received notice together with requisite deposit of X1 Lac under Section 160 of the Companies Act, 2013, from a member of the Company proposing the candidature of Smt. Niddhi G. Gadhecha as an Independent Director, for a continuous term upto the conclusion of 35th Annual General Meeting to be held in the Year 2019, Her office as Independent Director shall not be subject to retirement by rotation.

Details of the proposal for appointment of Smt. Niddhi G. Gadhecha are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

c) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

d) Annual Evaluation of Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of Its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report,

METALS

e) Remuneration Policy

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee. The Remuneration Policy is stated in the Corporate Governance Report.

f) The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www. ratnamani.com/investors_relations. html

B) Key Managerial Personnel

Mr. Rajeev Mundra has been appointed as a Company Secretary and Compliance officer of the Company in the Board meeting held on 21 st May, 2014 and resigned in the Board meeting held on 7th August, 2015.

Mr. Jigar Shah has been appointed as a Company Secretary and Compliance officer with effect from 20th August, 2015.

11. Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules,2014, M/s. Mehta Lodha & Co., Chartered Accountants and M/s. S.R.B.C & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, have been appointed as Statutory Auditors of the Company to hold office till the conclusion of the 33rd and 35th Annual General Meeting respectively, as approved by the members at their 30th Annual General Meeting held on 11 th September, 2014.

Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the F.Y. 2015-16,

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

12. Cost Auditors

Your Directors have, on the recommendation of the Audit Committee, appointed M/s N. D. Birla & Co., Cost Accountants to audit the Cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 1,00,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s N.D. Birla & Co., Cost Accountants is included at item No. 6 of the Notice convening the Annual General Meeting. The Cost Auditors'' Report does not contain any qualification, reservation or adverse remark,

13. Secretarial Audit Report

In line with the requirements of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with other applicable provisions, if any; the Board of Directors of the Company had appointed M/s M. C. Gupta & Co. Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed with the Directors'' Report and forms part of the Annual Report as given inAnnexure-"H",

14. Credit Rating

CRISIL has upgraded the rating for the Companys long-term borrowings to "AA" from "AA(-)" and reaffirmed "Al " (Al plus) for its short-term borrowings.

15. Subsidiaries and Consolidated Financial Statement

During the year under review, the Company has setup a Wholly Owned Subsidiary in the State of Delaware, USA in the name "Ratnamani Inc". A report on the performance and financial position of the subsidiary is given in Annexure-"B". Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 read with Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with Accounting Standard 21 (Consolidated Financial Statements) of the Institute of Chartered Accountants of India, for financial year ended March 31, 2015. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary company

16. Particulars of Employees

The information reguired pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is set out in Annexure-"F" forming part of this report.

17. Risk Management

Your company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and its Policy and Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the identified risks relate to currency exchange and raw material cost volatility. Your company has set up a new Risk Management Committee in accordance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. The key risks and mitigating actions are also placed before the Audit Committee of the Company.

Foreign Exchange transactions are fully covered with strict limits placed on the amount of uncovered exposure, if any, at any point in time. There are no materially significant uncovered exchange rate risks In the context of companys imports and exports. The Company accounts for mark-to-market gains or losses every quarter end, in line with the requirements of Accounting Standard 11. The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned in Annexure-''A",

18. Internal Control Systems and Their Adequacy

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm namely M/s. G. K. Choksi & Co. Chartered Accountants. The internal control systems are regularly being reviewed by the Companys Internal Auditors with a view of ensure that these are working properly and wherever required, are modified / tighten to meet the changed business requirements, All the process owners are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors,

The Internal Auditors look into and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

19. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:

a. in the preparation of the annual accounts, the applicable Accounting Standards had been followed, along with proper explanations relating to material departures.

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period,

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors had prepared the Annual Accounts on a ''going concern1 basis.

e. 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.

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

20. Corporate Governance Report and Management''s Discussion and Analysis Report

Your company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. The details are given in Annexure-"C".

The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review,

The Board has also framed "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". The Code casts obligations upon the Directors and Officers of the Company to preserve Price Sensitive Information, which may likely to have a bearing on the share price of the Company. Those In the knowledge of any such information are prohibited to use such Information for any personal purpose, Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock Exchanges, Companys web site. Press, Media, etc. The Company Secretary has been entrusted with the duties to ensure compliance.

The Board has received CEO/CFO Certification under sub-clause V of the Clause 49 of the Listing Agreement.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Secretarial Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and form part of the Annual Report.

21. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" forming part of this report.

The Company has commissioned windmills at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth,

22. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companys website at the link: http://www.ratnamani.com / corporate_social_responsibility. html

The key philosophy of all CSR initiatives of the Company is guided Py the Companys philosophy of giving backto the society as a responsible corporate citizen,

The Company has identified the following as focus areas of engagement:

a. Education: Access to quality education, training and skill enhancement.

b. Environment: Environmental sustainability, ecological balance, conservation of natural resources.

c. Rural Transformation: Provision of drinking water, sewage facilities, sanitation facilities and roads.

d. Health: Affordable solutions for healthcare through improved access and awareness.

e. The Company would also like to undertake other need-based initiatives in future.

During the year, the Company has spent Rs. 157.46 lacs out of Rs. 362.20 lacs (2% of the average net profits of last three financial years) on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure-"D". The reasons for not spending total amount are mention therein,

23. DISCLOSURES:

Vigil Mechanism

The vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Chairman of the Audit Committee,

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http://www.ratnamani.com / downloads / investorsjnformation / VIGIL%20MECHANISM- POLICY.pdf

Related Party Transactions

All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company,

All Related Party Transactions have been placed before the Audit Committee and also the Board for approval.

The Company has framed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at link http://ratnamani.com / downloads / investors Jnformation/RELATEDJ3ARTY_TRA_POUCY. pdf.

Since all related party transactions entered into by the Company were in ordinary course of business and were on an arm''s length basis, form AOC - 2 is not applicable to the Company.

Meetings of the Board

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. 24 of this Annual Report.

Extract of Annual Return

Extract of Annual Return in Form No. MGT-9 of the Company is annexed herewith as Annexure-"E" to this Report.

Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is an equal opportunity company and has zero tolerance for sexual harassment at workplace, It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder,

During the financial year 2014-15, there was no complaint/case of sexual harassment and hence no complaint remains pending as of 31 March, 2015,

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / instances on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise,

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report,

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries,

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

Appreciation

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others, The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors look forward to continued support of all stakeholders in future also.



For and on behalf of the Board of Directors



Place : Ahmedabad Prakash M. Sanghvi

Date : August 7, 2015 Chairman and Managing Director

DIN :00006354


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 30th Annual Report and the Audited Financial Statements of the Company for the year ended 31 st March 2014,

FINANCIAL RESULTS AT A GLANCE

(Rs. in lacs)

Particulars Financial Year Financial Year ended ended 31 st March, 14 31st March, 13

Net Revenue from Operations 132610.49 120112.75

Profit before Depreciation and Tax 26008.67 24398.38

Profit before Tax 21422.19 20151.13

Profit after Tax 14280.82 13595.00

Add: Balance brought forward from previous year 17136.03 11713.18

Amount available for appropriation 31416.85 25308.18 Appropriations

Proposed Dividend 2100.76 1856.62

Tax on Dividend 357.02 315.53

General Reserve 9000.00 6000.00

Closing Balance 19959.07 17136.03

Earning Per Equity Share (EPS) of face value of Rs. 2 each (diluted) 30.49 29.14

Dividend

Your Directors are pleased to recommend a dividend of Rs. 4.50/- per Equity Share having face value of Rs. 21- each for the year ended 31st March 2014 (previous year Rs. 4 per Equity Share) for consideration of the Members at the ensuing Annual General Meeting. Total outgo on this account, including tax thereon, will beRs. 2457.78 lacs.

Transfer to General Reserve

A sum of Rs.9000 lacs has been transferred to the General Reserve of the Company for the financial year 2013-14.

Operational Review

Operating in a volatile and uncertain environment, the company demonstrated the resilience of its business model. The Company has achieved net revenue from operations of Rs. 1,32,610.49 Lacs compared to previous year''s Rs. 1,20,112.75 Lacs registering a growth of 10,4%. Profit Before Tax at Rs. 21,422.19 Lacs was higher by 6.3% compared to Rs. 20,151.13 Lacs in 2012-13. Profit After Tax was Rs. 14,280.82 Lacs in 2013-14 as compared toRs. 13,595.00 Lacs in 2012-13 registering a growth of 5.04%.

Operations

Your company is enjoying a leadership position in industrial high-end application Stainless Steel Tubes & Pipes and Carbon Steel Pipes within the country and the focus has been to continuously build upon this strength. The Company has been investing in incremental capacity built-up, expanding the product range and the latest testing facilities every year. The products of the Company have found acceptance in well

developed markets viz. Japan, South Korea, USA, Europe, etc. This has helped In ensuring a consistent performance notwithstanding the gloomy economic situation within the country and overseas during major part of last financial year,

Projects Under Implementation

The Company has undertaken a project to increase its existing capacity in Stainless Steel Seamless Tubes by approx Rs. 4200 MT p.a. at Indrad at a cost of approx Rs. 110 crores during the year 2012-13. Major part of CAPEX has been done and production has already been started. It is expected to be fully commissioned by September/ October 2014.

Transfer to Investor Education and Protection

Pursuant to Section 205C of Companies Act, 1956, the Company has transferred unpaid/unclaimed final dividend for financial year upto 2005-06 to Investor Education and Protection Fund of Government of India, The details including last date of claiming of unclaimed / unpaid dividend amount is given at the end of the Notice of the Annual General Meeting,

Listing

The eguity shares continue to be listed on BSE Limited (BSE) and the National Stock Exchange of India (NSE), The Company has paid annual listing fee for the financial year 2014-15 to BSE & NSE and annual custody fee to National Securities Depository Limited and Central Depository Services (India) Limited.

Fixed Deposits

Your Company has not invited or accepted any deposits from the shareholders and public during the year,

DIRECTORS

In accordance with the reguirement of the Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modlflcatlon(s) or re-enactment thereof for the time being in force ) and Clause 49 of the Listing Agreement, Shri Shanti M. Sanghavi is liable to retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. Shri Shant M, Sanghvi is related to Shri Prakash M. Sanghvi and Shri Jayanti M. Sanghvi, being brothers.

Shri Divyabhash C, Anjaria, Dr. Vinod Kumar M. Agrawal and Shri. Pravlnchandra M. Mehta are proposed to be appointed as Independent Directors of the Company under section 149 of the Companies Act, 2013 and are not related to any Director of the Company,

The notice convening the Annual General Meeting includes the proposal for re-appointment of Shri Shanti M. Sanghvi as Wholetime Director and appointment of Independent Director for a term of 4 (Four] consecutive year upto the conclusion of the 34th Annual General Meeting of the Company in the Calendar year 2018.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy. Technology absorption and foreign exchange earnings and outgo is given in Annexure A1 forming part of this report,

The Company has commissioned windmills at various places for "Green Energy Generation". Thus contributing in a small way towards a greener and cleaner earth,

Particulars of Employees

In terms of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees Rules) 1975 as amended from time to time, the particulars of employees are set out in Annexure ''B'' to this report,

Corporate Governance Report

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of Listing Agreement. Separate reports on Corporate Governance and Management Discussion and Analysis along with requisite certificate from M/s M. C. Gupta & Co. Practising Company Secretaries regarding compliance of conditions of Corporate Governance are enclosed in this Annual Report as Annexure C.

The Board has formed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.

The Board has received CEO/CFO Certification under sub-clause V of the Clause 49 of the Listing Agreement.

Employees Stock Option Scheme (ESOS- 2006)

As required by SEBI (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as per Annexure ''D'' and forms part of this report.

Statutory Auditors

M/s. Mehta Lodha & Co. and M/s. S. R. Batllboi & Associates LLP Joint Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting.

In terms of the provisions of the Companies Act, 2013 and rules made thereunder, M/s, Mehta Lodha & Co, can be appointed for a maximum period of three years and M/s. S. R. Batliboi & Associates LLP Chartered Accountants have expressed their unwillingness to be re-appointed,

M/s. S. R. B. C. & Co. LLP is proposed to be appointed in place of M/s. S. R. Batliboi & Associates LLP till the conclusion of 35th Annual General Meeting of the Company. Accordingly, Directors recommends their appointment as Joint Statutory Auditors of the Company.

The Company has received letters from both of them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment,

The Notes on annual accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments,

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Board of Directors hereby state and confirm:

a. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the Annual Accounts on a ''going concern'' basis.

Credit Rating

CRISIL has reaffirmed CRISIL AA- (AA minus) rating for the Company''s long-term borrowings and CRISIL Al (Al plus) for its short-term borrowings.

Appreciation

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, State Governments, Financial Institutions, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to continued support of all stakeholders in future also.

For and on behalf of the Board of Directors

Place : Ahmedabad Prakash M. Sanghvi Date : 9th June, 2014 Chairman and Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 29th Annual Report with the Audited Financial Statements of the Company for the year ended 31st March 2013.

Financial Results at a glance

(Rs. in lacs)

2012-2013 2011-2012

Revenue from Operations (Net) 120112.75 122174.02

Profit before Depreciation and Tax 24398.38 18165.26

Less: Depreciation/amortisation 4247.25 4249.15

Profit Before Tax (PBT) 20151.13 13916.11

Less: Tax Expense (including Deferred Tax Expense) 6556.13 4484.79

Prof it After Tax and before Prior period items 13595.00 9431.32

Add: Prior period items 1712.87

Net Profit 13595.00 11144.19

Add: Balance brought forward from previous year 11713.18 7187.35

Amount available for appropriations 25308.18 18331.54

Appropriations

General Reserve 6000.00 5000.00

Proposed Dividend with Dividend Tax 2172.15 1618.36

Balance carried to Balance Sheet 17136.03 11713.18 Total 25308.18 18331.54 Earning Per Equity Share (EPS) of face value of Rs. 2 each (Diluted) Rs. 29.14 X 23.90y

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 4/- per Equity Share having face value of Rs. 2/- each for the year ended 31st March 2013 (previous year Rs. 3 per Equity Share), for consideration of the Members at the ensuing Annual General Meeting. Total outgo on this account including tax thereon willbeRs.2172.151acs.

TRANSFER TO GENERAL RESERVE

A sum of Rs. 6000 lacs has been transferred to the General Reserve of the Company for the financial year 2012-13.

REVIEW OF OPERATIONS General

The year under review witnessed slowdown in growth and more particularly, industrial growth, global economic and financial conditions remained troubled. Investment and saving rates have come down. The implementation of projects has slowed. Inflation continued to remain high. The current account deficit also remained a source of concern. Further, the slow pace of growth has depressed profitability, stretched balance sheets, and weakened sentiment and expectations.

Operations

Your Company manufactures Stainless Steel Tubes & Pipes and Carbon Steel Pipes in wide size ranges for wide spectrum of applications in various industries including Oil & Gas explorations. Refineries & Petrochemicals, Power industries. Chemical, Fertilizer, Desalination, Atomic energy. Water & Sewerage, Paper & Pulp industries etc. The year under review witnessed tremendous downward growth in the key sectors i.e. Oil & Gas and Power due to various reasons. The scenario with regard to the said sectors was not different worldwide, as there was a severe pressure in other part of the globe too. There were severe constraints in the projects being implemented in time, not only in India but elsewhere in the world. The scenario for the sunrise sector, i.e. Power sector in India has gone through very bad phase and the Company saw many projects being put on hold for various reasons such as environmental clearances, non-availability of coal supply agreement etc. Again, due to the slowdown in the Europe, there was a lot of pressure on pricing. The Company undertook all business initiatives to optimise its capacity utilisation. There has been optimum capacity utilisation in SS division vis-a-vis moderate in CS division on account of fierce competition and overall scenario.

Financial Performance

Despite the challenging scenario, your Company continued to be successful and has performed well; the performance has established a new milestone for the Company. The major factors attributable to this include strong business initiatives strengthened with the sound domain knowledge, consistent product quality aligned to customer expectations, product mix, captive skills partnered with cost consciousness and persistent focus on efficiencies.

During the year 2012-13, revenues from operations were Rs. 120112.75 lacs, though reduced marginally but PBT increased by 44.80% from Rs. 13916.11 lacs to Rs. 20151.13 lacs, and profit after tax surged 44.15% from Rs. 9431.32 lacs to Rs. 13595.00 lacs. EPS went up by 21.92% from Rs. 23.90 to Rs. 29.14, strengthening shareholder''s value.

MANAGEMENT DISCUSSION & ANALYSIS

A management discussion and analysis report is annexed and forms an integral part of the annual report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as per Annexure A'' forming part of this Report.

The Company has commissioned windmills at various places for "Green Energy Generation". Thus contributing in every way possible towards greener and cleaner earth.

PARTICULARS OF EMPLOYEES

The particulars of employees under the Companies (Particulars of Employees) Rules, 1975 as amended up to date, which is required to be included in the Directors'' Report pursuant to Section 217 (2A) of the Companies Act, 1956 is enclosed herewith as Annexure ''B'' forming part of this Report.

CORPORATE GOVERNANCE REPORT

Your Company has been practising the principles of good Corporate Governance over the years. Your Company has complied with the conditions of Corporate Governance as contained in clause 49 of the listing agreement.

The Board has formed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.

The Board has received CEO/CFO Certification under sub-clause V of the Clause 49 of the Listing Agreement.

The Company has formed Code of Conduct for prevention of Insider Trading as required by SEBI (Prohibition of Insider Trading) Regulations 1992 as amended from time to time. The code ensures prevention of dealing in the Company''s shares by persons having access to unpublished price sensitive information.

A separate report on Corporate Governance is enclosed as part of this Annual Report and marked as Annexure ''C. Requisite certificate from M/s M. C. Gupta & Co., Practising Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)

As required by SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as per Annexure ''D'' and forms part of this report.

DIRECTORS

In accordance with the requirement of the Companies Act, 1956 and Article 170 of the Articles of Association of the Company, Shri P. M. Mehta is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Shri P.M. Mehta is not related to any Director of the Company.

The members of the Company in the Annual General Meeting held on 15th September 2009 had appointed Shri Prakash M. Sanghvi as Managing Director and Shri Jayanti M. Sanghvi & Shri Shanti M. Sanghvi as Whole-time Directors of the Company for a period of five years, with effect from 1st November 2008. Their current term of appointment is due to expire on 31st October 2013. The Board at its meeting held on 25th June 2013, approved their re-appointment for a further period of five years w.e.f. 1st November 2013. It is proposed to re-appoint Shri Prakash M. Sanghvi as the Managing Director and Shri Jayanti M. Sanghvi & Shri Shanti M. Sanghvi as Whole-time Directors of the Company for a further period of five years commencing from 1 st November 2013.

Shri Prakash M. Sanghvi, Shri Jayanti M. Sanghvi and Shri Shanti M. Sanghvi are brothers and related to each other.

The notice convening the Annual General Meeting includes the proposals for the above re-appointments.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Board of Directors hereby states and confirms:

a. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanations relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the Annual Accounts on a ''going concern'' basis.

CREDIT RATING

CRISIL has reaffirmed CRISIL AA- (AA minus) rating for the Company''s long-term borrowings and CRISIL A1 (Al plus) for its short-term borrowings.

FIXED DEPOSITS

Your Company has not invited or accepted any deposits from the shareholders and public during the year within the meaning of Section 58A of the Companies Act, 1956.

STATUTORY AUDITORS

M/s. Mehta Lodha & Co. and M/s. S. R. Batliboi & Associates LLP, Joint Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be fixed by the members.

The Company has received letters from both of them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on annual accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

In pursuance of Section 233B of the Companies Act, 1956 and an Order no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch, Ministry of Corporate Affairs, the Board of Directors at its meeting held on 29th May 2012, based on the Audit Committee recommendations, appointed M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad as a Cost Auditors to conduct the cost audit of "Steel Tubes & Pipes Products" for the financial year 2012-13. The said appointment has been approved by the Central Government.

The Cost Audit Report for the financial year 2011-12 was filed with the Central Government on 18/12/2012 (due date for filing: 28/02/2013).

Based on the Audit Committee recommendations. Board of Directors has re-appointed M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad as a Cost Auditors to conduct the cost audit of the products as stated above for the financial year 2013-14 subject to approval of the Central Government.

LISTING AND DEPOSITORY SYSTEM

Equity Shares of your Company continue to be listed on BSE Ltd. and National Stock Exchange of India Ltd. Listing Fees for the year 2013-14 have been paid to them.

As the members are aware the Equity Shares of the Company are compulsorily tradable in the dematerialized form by all the investors. As on March 31,2013,97.91% of the Company''s total paid up capital of 4,64,16,509 Equity Shares is in dematerialised form. Members holding shares in physical form are requested to convert their holding in dematerialised form to avail various benefits offered by the Depository system.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the commitment and dedication of the Company''s team members by virtue of which, this performance has been made possible. Your Directors are thankful to the investors for their continued trust and support in the Company.

Your Directors wish to place on record their gratitude for the valuable guidance and support from Government of India, State Governments, Local Authorities, Financial Institutions, Banks, Suppliers and other stakeholders.

Your Directors commend the confidence and loyalty of the customers whose delight will always be the Company''s core focus.

Your Directors look forward to the continued support of all stakeholders for persistently achieving the growth realm.

For and on behalf of the Board of Directors

Place : Ahmedabad Prakash M. Sanghvi

Date : June 25, 2013 Chairman and Managing Director


Mar 31, 2012

The Board of Directors is pleased to present the 28th Annual Report with audited accounts of the Company for the year ended 31st March 2012.

1. Financial Results (Rs. in Lacs)

2011-2012 2010-2011

Revenue from operations (Net) 1,22,174.02 81,367.28

Profit before depreciation and tax 18,165.26 15,268.97

Less : Depreciation 4,249.15 3,999.46

Profit before tax 13,916.11 11,269.51

Less: Provision for taxation (including Deferred Tax Credit) 4,484.79 3,058.16

Profit After Tax and before prior period items 9,431.32 8,211.35

Add: Prior period items 1,712.87 106.00

Net Profit 11,144.19 8,317.35

Add: Balance brought forward from previous year 7,187.35 5,217.46

Amount available for appropriations 18,331.54 13,534.81

Appropriations

General reserve 5,000.00 5,000.00

Proposed dividend with dividend tax 1,618.36 1,347.46

Balance carried to balance sheet 11,713.18 7,187.35

Total 18,331.54 13,534.81

2. Dividend

Your Directors are pleased to recommend a dividend of Rs. 3 (150%) per equity share having face value of Rs. 2 each.

3. Review of Operations

A. General

The financial year 2011-12 has been challenging for the Indian economy. It witnessed a slowdown due to weak industrial activity coupled with a contraction in investments. Factors such as persistent and high inflation, monetary tightening, expansion of trade deficits, weakening of the rupee, negative global developments and domestic political uncertainty have also contributed to it. There has been slowdown in the advanced economies as well. Despite of the challenges, your company has outperformed during the year under review and posted encouraging results. The performance had established a new milestone for the Company. The Company's efforts for all round improvement helped in increasing the profitability.

B. Financial Performance

The Company could achieve revenue from operations of Rs. 1,221.74 crores with a PBT of Rs. 139.16 crores and PAT before prior period item of Rs. 94.31 crores during the year under review as compared to revenue from operations of Rs. 813.67 crores with a PBT of Rs. 112.70 crores and PAT before prior period item of Rs. 82.11 crores during the previous financial year. The Net Profit post addition of prior period item is Rs. 111.44 crores for the year under review as compared to Rs. 83.17 crores during the previous financial year.

C. Operations

The Company's products enjoy applications in various industries including oil and gas explorations, refineries and petrochemicals, power industries i.e. thermal, nuclear and solar power plants, chemical, fertiliser, desalination, aerospace and atomic energy, water and sewerage, paper and pulp industries, etc. During the year under review, there has been good demand for both stainless steel tubes and pipes as well as carbon steel pipes from various sectors resulted into optimum utilisation of capacities and robust performance during the year under review.

4. Management Discussion And Analysis

A management discussion and analysis report is annexed and forms an integral part of the annual report.

5. Directors

In accordance with the requirement of the Companies Act, 1956 and Article 170 of the Articles of Association of the Company, Shri D. C. Anjaria and Dr. V. M. Agrawal are liable to retire by rotation and being eligible, offers themselves for reappointment at the ensuing Annual General Meeting.

Shri D. C. Anjaria and Dr. V. M. Agrawal are not related to any Director of the Company.

6. Credit Rating

CRISIL has reaffirmed AA- (AA minus) rating for the Company's long-term borrowings and A1 (A1 plus) for short-term borrowings.

7. Deposits

Your company has not invited or accepted any deposits from the shareholders and public during the year within the meaning of Section 58(A) of the Companies Act, 1956.

8. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under 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 given as per Annexure 'A' forming part of this Report.

The Company has commissioned windmills at various places for 'Green Energy Generation'. Thus contributing in every way possible towards a greener and cleaner earth.

9. Particulars of Employees

The particulars of employees under the Companies (Particulars of Employees) Rules, 1975 as amended up to date, which is required to be included in the Directors' Report pursuant to Section 217 (2A) of the Companies Act, 1956 is attached herewith as Annexure 'B' forming part of this Report.

10. Auditors

M/s. Mehta Lodha & Co. and M/s. S. R. Batliboi & Associates, Chartered Accountants, joint statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your Directors recommend their reappointment as statutory auditors of the Company until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be fixed by the members.

The Company has received letters from both of them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on annual accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

11. Cost Auditors

In pursuance of Section 233B of the Companies Act, 1956 and an order no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch, Ministry of Corporate Affairs; your Directors have appointed N. D. Birla & Co., Cost Accountants, Ahmedabad as a cost auditor to conduct the cost audit of 'Steel Tubes & Pipes Products' for the financial year 2011-12. The said appointment has been approved by the Central Government.

The Board of Directors has reappointed M/s. N. D. Birla & Co, Cost Accountants, the cost auditors for conducting the cost audit for the business as stated above for the financial year 2012-13 subject to approval of the Central Government.

12. Directors' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956

The Board of Directors hereby state and confirm:

a. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the Annual Accounts on a 'going concern' basis.

13. Corporate Governance Report

Your company has been practising principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The Board has formed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed compliance during the year under review.

The Board has received CEO/CFO Certification under sub-clause V of the Clause 49 of the Listing Agreement.

The Company has formulated Code of Conduct for prevention of Insider Trading as required by SEBI (Prohibition of Insider Trading) Regulations 1992 as amended from time to time. The code ensures prevention of dealing in the Company's shares by persons having access to unpublished price sensitive information.

A separate report on Corporate Governance is enclosed as part of this Annual Report and marked as Annexure 'C'. Requisite certificate from M/s M. C. Gupta & Co., practising Company Secretaries regarding compliance of Corporate Governance as stipulated under the Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

14. Employees Stock Option Scheme (ESOS- 2006)

As required by SEBI (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as per Annexure 'D' and forms part of this report.

During the year under review, the Company has allotted 40,650 Equity Shares to the employees under the Employees Stock Option Scheme 2006.

15. Listing

Equity shares of your company continue to be listed on Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd and Listing Fees for the year 2012-13 have been paid to them.

16. Green Initiative

Your Directors would like to bring it to your notice that the Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" allowing paperless compliance by Companies through electronic mode and the Companies are now permitted to send various notices/ documents (including annual report) to its shareholders through electronic mode at the registered e-mail address of shareholders.

To support this green initiative, we hereby once again appeal to all members who have not registered their e-mail addresses so far are requested to register their e-mail addresses, in respect of electronic holdings with their concerned Depository Participant and in respect of shares held in physical form with Registrar and Share Transfer Agent of the Company.

17. Acknowledgements

Your company has outperformed in a challenging year and continues to build shareholder value. Your Directors are hopeful of a good performance going forward.

Your Directors would like to express their sincere gratitude for the unstinted support from all stakeholders, Banks, Central and State Governments.

The Directors would also like to place on record their heartiest appreciation for the outstanding contribution by the employees in achieving remarkable performance during the year under review. For and on behalf of the Board of Directors

Place : Village: Indrad, Taluka Kadi Prakash M. Sanghvi

Date : 29th May 2012 Chairman


Mar 31, 2010

The Board of Directors is pleased to present the 26*1 Annual Report with Audited Accounts of the Company for the year ended 31s1 March 2010.

1. FINANCIAL RESULTS: (Rs. in Lacs)

2009-10 2008-09

Gross Sales and Income from Operations 89,980.16 101,880.68

Profit Before Depreciation and Tax 15,725.69 13,969.05

Less: Depreciation 3,680.23 2,972.30

Profit Before Tax 13,037.46 10,936.75 Less: Provision for Taxation

(including Deferred Tax Liability) 4,894.75 3,876.42

Profit After Tax 8,142.71 7,120.33 Add: Balance brought forward from previous /ear 3,257.29 2,034.62

Amount available for appropriations 11,400.00 9,204.95 Appropriations:

General Reserve 5,000.00 5,000.00

Proposed Dividend with Dividend Tax 1,182.54 947.66

Balance carried to Balance Sheet 5,217.46 3,257.29

Total: 11,400.00 9,204.95

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 2.20/- per Equity Share (110%).

3. REVIEW OF OPERATIONS: A. GENERAL:

The year under review started with legacy of previous year which witnessed one of the worst economic crises in the world history affecting every economy and business irrespective of its location, size, technology or nature of the products. Your companys business was also affected because of these global events and as a result, performance during the year has been impacted to some extent. Global markets have remained subdued affecting the overseas demand and as a consequence, exports were low. On domestic front, however, the situation has been better. The management has taken up initiatives to consolidate the Companys presence in both, international as well as domestic markets, enhance the product range and customer base, strengthen the organisational structure and systems to minimise the impact of the slow down and prepare itself for the future.

B. FINANCIAL PERFORMANCE:

During the year under report, the Company has posted gross income at Rs. 89,988.16 Lacs. Not withstanding the challenges posed by recessionary conditions in the user industries, it has been possible to control some of the costs and safeguard the margins. As a result of these efforts, the profit before tax stood at Rs 13037.46 Lacs, higher by 18.55 % as compared to the previous year. The Company has posted profit after tax of Rs. 8142.71 Lacs which is higher by 14.35 %.

C. OPERATIONS:

Barring some of the products, where optimum utilisation of capacities could not be achieved due to market conditions, inspite of the recessionary conditions, it has been possible to utilise the capacities to the optimum levels possible. Looking to a very positive investment scenario in Power sector, the Company has undertaken projects for increasing the capacity in SS Welded HP Heater Tubes and manufacture of Titanium Welded Tubes. These are expected to be operational during the third quarter of FY 2010-11.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review is set out as separate Annexure "A" forming part of this Report.

5. DIRECTORS:

In accordance with the requirement of the Companies Act, 1956 and Article 170 of the

Articles of Association of the Company, Shri P. M. Mehta is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri P. M. Mehta is not related to any other Director of the Company.

6. CREDIT RATING:

CRISIL has reaffirmed AA- {AA minus) rating for Companys long-term borrowings and P1+ (P1 plus) for short-term borrowings.

7. DEPOSITS:

Your company has not invited or accepted any deposits from the shareholders and public during the year within the meaning of Section 58(A) of the Companies Act, 1956.

8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given as Annexure "B" forming part of this Report.

9. PARTICULARS OF EMPLOYEES:

The particulars of employees under the Companies (Particulars of Employees) Rules, 1975 as amended up to date, which is required to be included in the Directors Report pursuant to Section 217 (2A) of the Companies Act, 1956 is attached herewith as Annexure "C" forming part of this Report.

10. AUDITORS:

M/s. Mehta Lodha & Company, Chartered Accountants, retire and are eligible for re- appointment. Your Directors recommend their re-appointment as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting of the Company at such remuneration as may be fixed by the Members.

11. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 195$:

The Board of Directors hereby state and confirm:

a. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the Annual Accounts on a going concern basis.

12. CORPORATE GOVERNANCE REPORT:

Your Company has been practising principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The Board has formulated Code of Conduct for

all Board members and Senior Management of the Company and they have affirmed compliance during the year under review.

The Board has received CEO / CFO Certification under Clause V of the revised Clause 49 of the Listing Agreement.

The Company has formulated Code of Conduct for prevention of Insider Trading as required by SEBI (Prohibition of Insider Trading) Regulations 1992. The code ensures prevention of dealing in companys shares by persons having access to unpublished price sensitive information.

A separate report on Corporate Governance is enclosed as part of this Annual Report and marked as Annexure "D." Requisite certificate from the Statutory Auditors of the Company regarding compliance of Corporate Governance as stipulated under the revised Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

13 EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)

As required by SEBI {Employees Stock Option Scheme and Employees Stock Purchase Scheme) guidelines 1999, detailed disclosure is as per Annexure "E" and forms part of this report.

During the year under review, the Company has allotted 9,43,384 Equity Shares to the employees of the Company under the Employees Stock Option Scheme 2006.

14. LISTING:

Shares of your company continue to be listed on Ahmedabad and Bombay Stock Exchanges and National Stock Exchange, Mumbai and Listing Fees for the year 2010-11 have been paid to them.

15. ACKNOWLEDGEMENTS:

The Directors hereby place on record their commendation of the valuable contribution by the employees. The Directors also express their gratitude to the Shareholders, Customers, Suppliers, Banks and the Central and State Governments for their unwavering support to the Company.

For and on behalf of the Board of Directors

Place : Chhatral Dist.: Mehsana Prakash M, Sanghvi Date : 28th May, 2010 Chairman

 
Subscribe now to get personal finance updates in your inbox!