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

Directors Report of SAL Steel Ltd.

Mar 31, 2014

Dear Members,

The Directors present 11th Annual Report on the operations and performance together with the Audited Financial Statements for the year ended on 31st March 2014.

FINANCIAL HIGHLIGHTS Rs. In Lacs

Total Turnover and other Receipts 32941.81 38067.18

Gross Profit/Loss(Before deducting any of the following) 272.57 847.03

A. Interest and Financial charges 3162.11 3184.62

B. Depreciation, Amortisation and Impairment 1748.42 1929.51

C. Tax Liability

I. Current Tax 0.00 0.00

II. Deferred Tax (1131.20) (1435.02)

III. Prior year Tax adjustment 5.74 0.40

Prior period adjustment 29.17 26.76

Net Profit available for appropriation (3542.67) (2859.24)

Provision for Investment Allowance Reserve Nil Nil

Net Profit.

A. Add: Brought forward from last year''s balance (1632.44) 1226.80

B. Less: Transferred to: General Reserve Nil Nil Transfer to Debenture Redemption Reserve Nil Nil

Dividend: Dividend has not been recommended by the Board N.A N.A

Balance Carried forward (5175.09) (1632.44)

OPERATIONAL OVERVIEW

During the year under review Net Turnover of the Company has been decreased from Rs. 38,067.18 Lacs to Rs. 32,941.81 Lacs as compared to previous year''s turnover. Due to decline in net profit margin is mainly attributed to factors like higher basic raw materials prices like Coal and Iron ore, inflationary conditions, cost burdens, shortage of working capital and lower margin etc.

DIVIDEND

Due to loss, your Directors have not recommended dividend for the financial year 2013-14.

CORPORATE GOVERNANCE

The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. 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 stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

DIRECTORS

Shri Anil Kumar Pandya, will be the Director retiring by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting. Shri Piyush Chandarana has tendered resignation from the position of Director-Commercial w.e.f. 13th May, 2014.

Shri Bhaskar Ghosh, Director of the Company vacated office of director under Section 283 of Companies Act, 1956 and subject to the provision of Article 129 of Articles of Association of the Company. Board took note of vacation of office of Director in the Board meeting held on 14.11.2013. As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Shri Ambalal C. Patel, Shri Harshad Shah, Shri Jethalal M. Shah, Shri Tejpal Shah and Shri Shrikant Jhaveri as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual General Meeting Notice.

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

As required under section 2l7(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees), Rules 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 217 (2AA) ofthe Companies Act, 1956, with respect Directors'' Responsibility Statement, itis hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) 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 profit and loss account of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Talati & Talati, Chartered Accountants, Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appointment.

M/s. Ashish Bhavsar & Associates, Cost Accountants have been appointed for auditing cost accounting records of the Company for the year ending 3lst March, 2015. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Ashish Bhavsar & Associates, Cost Accountants.

The due date for filing of the Cost Audit and Compliance Reports for the financial year 2012-13 was 30th September, 2013. The Company has filed the Reports and Compliance reports with the Ministry of Corporate Affairs on 10th September, 2013.

The Company has received letters from Statutory Auditor and Cost Auditor to the effect that their re-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 re-appointment.

EXPLANATION TO THE AUDITORS'' REMARKS:

The Directors submit their explanations to the qualifications made by the Auditors in their report for the year 2013-14. The para nos. of Auditor Report and reply as under:

Under the headirvg of "Emphasis of Matter"

Note No. 28 to the notes on accounts is self explanatory and give suitable explanation to the qualification.

"Para - iii - (g)" of Annexure to Independent. Auditors'' Report

Company was incorporated as backward integration project for Shah Alloys Limited (SAL). The finished product of our company becomes Raw material for SAL. However, due to financial crisis, SAL is not functioning on its optimum capacity and as such, company is not getting sufficient orders to optimize its production capacity. This has adversely affected production of the Company. Thus accruals are not enough to pay back the amount to SAL after making payment of interest and installments to its lenders. Due to low realization and low market demand, Company was struggling with matching cash flow. Since Company is not able to make payment of interest and installments to bankers, company approached to CDR cell for restructuring of debts. Side by side, Company is planning to develop market for its products in nearby areas.

"Para - ix - (a)" of Annexure to Independent Auditors'' Report

Payments of Statutory dues were marginally delayed on account of slow recovery/collection. However, the same have been paid.

"Para - xi" of Annexure to Independent Auditors'' Report

On account of underutilization of capacities, the cash flow was mismatch resulting delay in payment of interest. In the CDR EG meeting flash report as submitted by the Company has been accepted and it is expected that once CDR proposal is accepted, Company shall come out from financial crises resulting optimum capacity utilization.

FIXED DEPOST

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT

In conformity with provision of Clause 32 in the Listing Agreement(s) the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto. The equity shares of your company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd. (NSE).

The Company has paid the listing fees for the year 2014-15 to above stock exchanges.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company''s shareholders in its entire endeavour.



For and on behalf of the Board Date: 28th May 2014 Rajendra V. Shah Place: Santej (DIN: 00020904) Chairman


Mar 31, 2013

Dear Members,

The Directors present 10th Annual Report on the operations and performance together with the Audited Financial Statements for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

Rs.In Lacs

PARTICULARS Current Year Previous Year 31.03.13 31.03.12

Total Turnover and other Receipts 38067.18 33393.71

Gross Profit/Loss(Before deducting any of the following) 847.03 4253.37

A. Interest and Financial charges 3184.62 2311.69

B. Depreciation, Amortisation and Impairment 1929.51 1805.93

C. Tax Liability

I. Current Tax 0.00 16.00

II. Deferred Tax (1435.02) 48.70

III. Prior year Tax adjustment 0.40 (26.74)

Prior period adjustment 26.76 55.89

Net Profit available for appropriation (2859.24) 41.90

Provision for Investment Allowance Reserve Nil Nil

Net Profit/Loss

A. Add : Brought forward from last year''s balance 1226.80 1184.90

B. Less : Transferred to: General Reserve Nil Nil

Transfer to Debenture Redemption Reserve Nil Nil

Balance Carried forward (1632.44) 1226.80

OPERATIONAL OVERVIEW

During the year under review Net Turnover of the Company has been increased to Rs. 38,067.18 Lacs as compared to previous year''s turnover which was Rs. 33,393.71 Lacs. There is decline in profit, mainly attributed to factors like higher basic raw materials prices like Coal and Iron ore, inflationary conditions, cost burdens, shortage of working capital and lower margin, increased interest burden etc.

DIVIDEND

Due to loss, your Directors have not recommended dividend for the financial year 2012-13.

DIRECTORS

Shri Sujal Shah, Shri Harshad Shah and Shri Tejpal Shah will be Directors retiring by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Your Directors recommend above re-appointments and request members to consider the same as stated in Notice of the Annual General Meeting.

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

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees), Rules 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) 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 profit and loss account of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Talati & Talati, Chartered Accountants, Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appointment.

Your directors had appointed M/s. Ashish S. Bhavsar & Co. as Cost Auditor, for auditing cost accounting records of the Company for financial year 2012-13. The Report of 2011-12 has been submitted to the Central Government within stipulated time and report of 2012-13 will be submitted to the Central Government on or before the due date.

Board in its meeting held on 28th May, 2013 have decided to appoint M/s. Ashish Bhavsar & Associates, Cost Accountants for auditing cost accounting records of the Company for the financial year 2013-14 and an application for seeking said appointment will be made to the Central Government by the Company. The Company has received a letter to the effect that their appointment would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

EXPLANATION TO THE AUDITORS'' REMARKS

The Directors submit their explanations to the qualifications made by the Auditors in their report for the year 2012-13. The para nos. of Auditors Report and reply are as under:

Under the heading ''Opinion''

Company was incorporated as backward integration project for Shah Alloys Limited (SAL). The finished product of our company becomes Raw material for SAL. However, due to financial crisis, SAL is not functioning on its optimum capacity and as such, company is not getting sufficient orders to optimize its production capacity. This has adversely affected production of the Company. Thus accruals are not enough to pay back the amount to SAL after making payment of interest and instalments to its lenders. Due to low realization and low market demand, Company was struggling with matching cash flow. Since Company is not able to make payment of interest and instalments to bankers, company approached to CDR cell for restructuring of debts. Flash report has already been admitted by CDR cell and company has to submit final report. Company is expecting that restructuring will be approved by CDR cell shortly and company will be able to improve production capacity and pay off the dues on the appointed dates as per scheme that may be approved by CDR cell. At the same time, Company would be developing market for its products in nearby areas.

Para ix (a)

Payments of Statutory dues were marginally delayed on account of slow recovery/collection. However, the same have been paid.

Para xi

On account of underutilization of capacities, the cash flow was mismatch resulting delay in payment of interest. In the CDR EG meeting flash report as submitted by the Company has been accepted and it is expected that once CDR proposal is accepted, Company shall come out from financial crises resulting optimum capacity utilization.

FIXED DEPOST

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT

In conformity with provision of Clause 32 in the Listing Agreement(s) the Cash Flow Statement for the year ended 31.03.2013 is annexed hereto.

The equity shares of your company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE)

The Company has paid the listing fees for the year 2013-14 to above stock exchanges.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company''s shareholders in its entire endeavour.

For and on behalf of the Board

Sd/-

Date: 28th May 2013 Rajendra V Shah

Place: Santej CHAIRMAN


Mar 31, 2012

Dear Members,

The Directors present 9th Annual Report on the operations and performance together with the Audited Financial Statements for the year ended on 31st March 2012.

FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

Particulars 2011-12 2010-11

Net Turnover 32757.58 32009.10

Other Income 636.13 237.79

Gross Revenue 33393.71 32246.89

Less: Cost of Sales 29140.34 27893.60

Profit before depreciation, Interest & Tax (PBDIT) / Operating Profits 4253.37 4353.29

Less: Depreciation & Amortisation 1805.93 1944.05

Less: Interest and Financial Expenses 2311.69 2213.81

Profit before Taxes 135.75 195.43

Less: Provision for Taxes 37.96 146.58

Net Profit after Tax but before Extraordinary Items 97.79 48.85

Less: Prior-Period Adjustments 55.89 21.59

Net Profit after Tax 41.90 27.26

Add: Balance brought forward from previous year 1184.90 1157.64

Total Profits available for Appropriations 1226.80 1184.90

Less; Appropriations:

General Reserve Nil Nil

Balance to be carried forward 1226.80 1184.90

OPERATIONAL OVERVIEW

During the year under review Net Turnover of the Company has been increased to Rs. 327.58 Crores as compared to previous year's turnover which was Rs. 320.09 Crores. Company's profit after tax (PAT) has also increased marginally. However, decline in net profit margin is mainly attributed to factors like higher basic raw materials prices like Coal and Iron ore, inflationary conditions, cost burdens, shortage of working capital and lower margin etc..

DIVIDEND

Due to inadequacy of profits, your Directors have not recommended dividend for the financial year 2011-12

DIRECTORS:

Shri Shri Babulal M. Singhal, Shri Piyush R Chandarana and Shri Ambalal C Patel will be the Directors retiring by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

Your Directors recommend above re-appointments and request members to consider the same as stated in Notice of the Annual General Meeting.

WHOLE-TIME DIRECTORS

Your Directors propose re-appointment of Executive Director Shri Anilkumar S Pandya, Director - Commercial, whose tenure expires on 24th October 2012, for a further term of 2 years. The material terms & conditions of his reappointment have been provided in explanatory statement attached to the Notice of the meeting. Members are requested to consider his reappointment at the ensuing Annual General Meeting.

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

As required under section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report.

PARTICULARS OF THE EMPLOYEES:

Particulars of the employees as required under provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees), Rules 1975.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) 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 profit and loss account of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Talati & Talati, Statutory Auditors of the Company hold office until the conclusion of the ensuing Ninth Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommends their re-appointment.

Pursuant to Central Government's Order dated 3rd May 2011 Ref No. 52/26/CAB-2010, mandating appointment of Cost Auditor, your directors have re-appointed M/s Ashish S. Bhavsar & Co. as Cost Auditor, for auditing cost accounting records of the Company for financial year 2012-13.

EXPLANATION TO THE AUDITORS' REMARKS:

The Directors submit their explanations to the qualifications made by the Auditors in their report for the year 2011-12. The Para nos. of Auditors' Report and reply are as under:

Para iii (g)

Company was incorporated as backward integration project for Shah Alloys Limited (SAL). The finished product of our company becomes Raw material for SAL. However, due to financial crisis, SAL is not functioning on its optimum capacity and as such, company is not getting sufficient orders to optimize its production capacity. This has adversely affected production of the Company. Thus accruals are not enough to pay back the amount to SAL after making payment of interest and instalments to its lenders. However, company is in the process of developing the market and selling the same in the nearby areas.

It is learnt that SAL has carried out TEV study based on which DRS shall be submitted by Operating Agency to Hon'ble BIFR. It is expected that once the Rehabilitation scheme is approved, Company will be able to increase its turnover on account of increase availability of sufficient orders and shall consider repayment of the dues to SAL.

Para ix (a)

Payments of Statutory dues were marginally delayed on account of slow recovery/collection. However, the same have been paid.

Para xi

On account of underutilization of capacities, the cash flow was mismatch resulting delay in payment of interest. Company has made proposal to its bankers for working capital requirements. Once the working capital is sanctioned and disbursed, Company will be regular in payment of dues to its bankers.

Besides, other qualification, the notes to the Accounts are self explanatory and give suitable explanation to the qualifications in the Auditors' Report.

FIXED DEPOST

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

FURTHER ISSUE OF SECURITIES VIA PREFERENTIAL ALLOTMENT

For the purpose of augmenting working capital resources of the Company, Board in its meeting held on 6th December 2011, decided to raise funds for the Company through preferential allotment of convertible warrants to Strategic Investors and Promoter's Group entities. Accordingly, pursuant to the provisions of section 81(1A) of the Companies Act, 1956, shareholders of the Company in their meeting held on 5th January 2012 passed special resolution authorising Board to issue and allot convertible warrants upto Rs. 32 Crores to the parties as mentioned in the notice of general meeting. Accordingly, Board in its meeting held on 03.02.2012 allotted convertible warrants to the investors on the terms and conditions as are mentioned in the notice convening general meeting. An amount equal to minimum subscription has been received from the warrant holders against aforesaid allotment. Each warrant is convertible into equity share of Rs. 10/- at the time of exercise of option by the warrant holder within 18 months from the date of the issue of such warrants.

REGULATORY STATEMENT

In conformity with provision of Clause 32 in the Listing Agreement(s) the Cash Flow Statement for the year ended 31.03.2012 is annexed hereto.

The equity shares of your company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE)

The Company has paid the listing fees for the year 2012-13 to above stock exchanges.

APPRECIATION:

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company's shareholders in its entire endeavor.

For and on behalf of the Board

Date : 30th June 2012 Rajendra V. Shah

Place : Santej CHAIRMAN


Mar 31, 2010

The Directors take pleasure in presenting the 7th Annual Report together with the Audited statement of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

Particulars: (Rs. In lacs) 31.03.2010 31.03.2009

1. Turnover 31535.54 42759.71

2. Other Income 574.13 253.03

3. Profit before Dep. Int. & Taxes 4864.56 5333.31

4. Profit before Tax 216.58 113.51

5. Net profit after Tax 82.81 216.34

OPERATIONAL OVERVIEW

Company has performed relatively low in the year 2009-10 mainly on account of low price realization owing to slack market conditions. Companys basic requirement of manganese ore is fully dependent from other States where the prices are very high and also volatile. Further to this cost of transporta- tion is also very high. This has affected the working of the company and on account of this capacity utilization is comparative lower. However, with the proposed joint venture with GMDC for mining of manganese ore would definitely help in availability of raw material as per requirement and at competi- tive rates. This will give boost to the working of the company in near future.

CORPORATE GOVERNANCE

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.

Your company has been practicing the principles of good corporate governance over the years.

DIRECTORS

Shri Suresh D Shah ceased to be Director due to his resignation from the Board of the Company w.e.f 31.10.2009. The Board places on record its appreciation for the services rendered by him as Director during their association with the Company. Shri Piyush Chandarana was appointed as Director - Commercial w.e.f. 31.10.2009 for a period of 5 years subject to approval of shareholders.

Shri Ambalal C Patel, Shri Tejpal S Shah and Shri Harshad M Shah retire by rotation and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are not attached with this report since there was no employee who was in receipt of remuneration in excess of limits, prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees), Rules 1975.

CONSERVATION OF ENERGY, R & D TECHNOLOGY ETC.

As required under section 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Gompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 the particulars relating to conservation of Energy, R&D, Technology absorption and foreign Exchange earnings / outgo are annexed as a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) tha*t they 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 they 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 prevailing the detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

AUDITORS

Statutory Auditors of the Company retires at the conclusion of the ensuring Annual General meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appoint- ment.

EXPLANATION PURSUANT TO SECTION 217(3) OF THE COMPANIES ACT, 1956

Explanation to the qualification/remarks of the Auditors in its report has been dealt in on notes on accounts wherever required.

FIXED DEPOST

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT

In conformity with provision of Clause 32 in the Listing Agreement(s) the Cash Flow Statement for the year ended 31.03.2010 is annexed hereto.

The equity shares of your company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE)

The Company has paid the listing fees for the year 2010-11 to above stock exchanges.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation received from various government authorities, Stock Exchanges, Financial Institutions and Banks during the year. They also gratefully acknowledge the support extended by the Customers, Suppliers, Shareholders and contribution made by the employees at all level.

For and on behalf of the Board

Date: 22nd July 2010 RAJENDRA V.SHAH

Place: Ahmedabad Chairman



 
Subscribe now to get personal finance updates in your inbox!