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Directors Report of Shivagrico Implements Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty sixth Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 31-03-2015 31-03-2014

Total Income 434.13 2620.31

Profit before Depreciation, interest & Tax 181.50 175.00

Less: Depreciation 102.27 100.07

Interest 71.98 62.22

Profit before Tax 7.25 12.71

Provision for Tax 2.28 3.77

Profit after Tax 4.97 8.94

Balance brought forward from earlier year adjusted 272.20 263.26

Less Additional Depreciation 1.33 0

Add : Profit for the year 4.97 8.94

Balance carried to Balance Sheet 275.84 272.20

2. PERFORMANCE & RESULTS:

The Total turnover of the Company during the year under review was Rs.2434.13 lacs as compared to Rs.2620.31 lacs in the year 2013-2014. The Decrease in the profit after tax (PAT) from Rs.8.94 lacs to Rs.4.97 lacs is on account of increase in the cost of production.

3. OPERATIONS AND FUTURE PLANS:

Looking at the present scenario, the management of the Company has taken following steps:

(a) EXPORT

The Company is exporting its various products in the overseas market directly and indirectly. For export prospects, the Directors of the Company visited China, Germany, Sri Lanka & USA. They also attended Hardware shows in China & USA.

(b) NEW PRODUCT DEVELOPMENT

The Company has already developed and added similar/identical more products in its portfolio to cater the needs of the export and home market.

(c) FUEL EFFICIENCY

The Company has entered into agreement with "BOASCH LTD" for improving the efficiency of the furnaces and have successfully completed project for the Waste Heat Recovery System. The Waste Heat Recovery System will improve the efficiency of the existing furnace by minimum 15%. This will save approximately Rs.15.00 Lacs p.a. Further, steps are being taken to achieve higher efficiency.

(d) INSTALLATION OF ROUGHING MILL

To achieve higher capacity utilization in the present rolling mills, a roughing mill has been installed. This will enable the Company to utilize the rolling capacity and increase the efficiency. This will give better sales volume in respect of rolled products from September 2015 onwards

4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

From export prospects, the Company plans to export its products duly fitted with handles. The handles are of different categories and as per the requirement of the buyers. Company will offer its products with ceramic fiber moulded handles. Though this is not a material change in the existing product range, it will result in a higher value added to the products.

5. DIVIDEND:

In order to conserve the financial resources of the Company, your Board of Directors regret their inability to declare dividend for the year 2014-2015.

6. FIXED DEPOSITS:

The Company has not accepted any deposits from public within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review and no amount of principal or interest on fixed deposits was outstanding as on the Balance sheet date.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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.

8. DIRECTORS:

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Hemant Ranawat (DIN: 00194870) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company.

Mr. Narpatmal Singhvi, Mr. Bhavesh Shah and Mr. Karan Singh Chauhan were appointed as an Independent Director in the Thirty Fifth Annual General Meeting held on 11th September, 2014 to hold office for a term upto the conclusion of the 39th Annual General Meeting of the Company in the calendar year 2018.

Mr. Narpatmal Singhvi resigned from the office of Director of the Company with effect from 31st March, 2015. The management places on record its appreciation for the valuable services rendered by him during his tenure as the Director of the Company

Ms. Manju Singhvi was appointed as an Additional Director in the Company pursuant to the provisions of section 161 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 by the Board of Directors at their meeting held on 31st March, 2015.

In terms of section 149 of the Companies Act, 2013, Ms. Manju Singhvi being eligible and offering herself for appointment, is proposed to be appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold office for a term upto the conclusion of the 40th Annual General Meeting of the Company in the calendar year 2019."

In the opinion of the Board, Ms Manju Singhvi fulfil the condition specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director of the Company and are Independent of the management.

The proposal regarding the appointment/re-appointment of the aforesaid Directors is placed for your approval. The Board of Directors recommends their appointment/re-appointment.

Brief profiles of the Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting.

a) PERFORMANCE EVALUATION OF BOARD, COMMITTEES & 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 & Remuneration Committees

b) REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

(c) MEETINGS OF BOARD AND COMMITTEES:

During the year under review, the Board meetings convened and held seven (7) times i.e. on 30th May, 2014, 14th August, 2014, 11th September, 2014, 13th November, 2014, 23rd November, 2014, 12th February, 2015 and 31st March, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(d) REMUNERATION TO DIRECTORS:

During the year under review, the Company has not paid any remuneration, sitting fees for attending Board/ Committee Meetings and Commission to any of its Directors.

(e) DECLARATION BY AN INDEPENDENT DIRECTORS:

All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

9. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;.

(ii) 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 profit of the company for that period;.

(iii) the directors had 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.

(iv) the directors had prepared the annual accounts on a going concern basis.

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

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

10. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year under review.

11. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) pursuant to the provisions of section 125 of the Companies Act, 2013 read with relevant rule, if any, applicable.

12. RELATED PARTY TRANSACTIONS:

All 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 are 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 at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The transactions with the related parties are disclosed in Note No. 30 to the 'Notes on Accounts forming part of the Annual Report.

13. CASH FLOW STATEMENT:

In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts.

14. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of pursuant to Section 134(3)(m) of the Companies Act, 2013 re ad with Rule 8(3) (A) & (B) of t he Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy and technology absorption is given in the statement annexed as Annexure A hereto and forming part of the report

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(In Rupees)

Particulars 2014-15 2013-14

Foreign Exchange earned 1,11,10,660 4,90,400

Foreign Exchange used 1,32,255 Nil

16. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a separate report on Corporate Governance is enclosed herewith as Annexure -B together with a Certificate from the Company's Auditors confirming compliance of conditions on Corporate Governance.

17. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure - C.

18. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company does not meet any of the criteria as set out in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, the requirement for furnishing the details of Corporate Social Responsibility is not applicable to the Company

19. RISK MANAGEMENT POLICY:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

22. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

The slowdown in the world market is continuing and steel prices have also taken a hit. The prices of steel have gone down by approximately 35% on year to year basis. After the Balance sheet date, prices of steel have gone down by 25%. Quarterly result has also suffered on account of this.

The management of the Company is striving hard and putting up various strategies like Development of similar new products, improving the efficiency, diversification of the market and economizing its operations, which would result in increase of its share in business despite slow down

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is also available on the website of the Company: www.shivagrico.com

24. AUDITORS:

Statutory Auditor:

At the Annual General Meeting (AGM) held on 11th September, 2014, M/s Sanghvi Sanghvi & Sanghvi, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General meeting until the conclusion of the 38th Annual General Meeting

In terms of the provision of Section 139(1) of the Companies Act, 2013, the appointment shall be placed for ratification at every AGM. Accordingly, the appointment of M/s Sanghvi Sanghvi & Sanghvi, Chartered Accountants, as statutory auditors of the Company is placed for ratification by the shareholders. In this regards, the Company has received a Certificate from the auditors confirming to the effect that if they are re-appointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013 and consent letter to act as an Auditor to that effect.

Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors on the recommendation of the Audit Committee, re-appointed M/s. Chittora & Co, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16 on a remuneration of Rs. 7500/- (Rupees Seven Thousand Five Hundred Only) plus service tax as applicable for the said financial year and requested the Members to ratify the remuneration as recommended above.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. Bagaria & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-D.

25. AUDITORS REPORT:

The notes on financial statements referred to in the Auditors Report are self - explanatory and do not call for any other comments. The Auditors Report does not contain any qualifications, reservations or adverse remarks.

The company is in the process of appointing company secretary pursuant to the provisions of Section 203 of the Companies Act, 2013. Necessary steps have been initiated to appoint a Company Secretary.

26. KEY MANAGERIAL PERSONNEL:

During the year under review, no person falling within the definition of Key Managerial Personnel (KMP) as defined under section 2(51) and 203 of the Companies Act, 2013 was appointed on the Board of the Company or resigned from the Company.

27. AMOUNT TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to its Reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013.

28. ISSUE OF SHARES:

The Company during the year under review has not issued any Sweat equity shares or shares with differential rights or under Employee stock option scheme nor did it buy - back any of its shares.

29. SUBSIDIARIES:

The Company has no subsidiaries.

30. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited only.

31. SEXUAL HARASSMENT:

During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of remuneration of each Director to the median of the employees has not been calculated.

33. ACKNOWLDEGEMENTS:

Your Company and its Directors wish to sincerely thanks all the customers, financial institutions, creditors etc for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the Company and from the continued support and co-operation extended by them.

For Shivagrico Implements Limited

Sd/-

Vimalchand Jain Director Place: - Mumbai DIN: 00194574 Date: - 30.05.2015 Address: 1802, 18th Floor, The Majestic, Anna Saheb Patil Marg, Sayani Road, Khed Gully X Lane, Prabhadevi, Mumbai - 25


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Thirty Fifth - Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

The Financial Performance of the Company for the year ended 31st March, 2014 is summarized below.

(Rupees in Lakhs) 31-03-2014 31-03-2013

Sales and Other Income 2620.31 3025.28

Profit before Depreciation. 174.99 171.32 Interest and Tax

Less : Depreciation 100.06 76.27

Interest 62.22 64.67

Profit before tax 12.71 30.38

Less: Income Tax 3.77 2.10

Profit after tax 8.94 28.28

Profit brought forward from 147.67 119.39 earlier Year adjusted

Balance Profit carried forward 156.61 147.67

PERFORMANCE REVIEW:

The Total turnover of the company during the year under review was Rs. 2620.31 Lacs as compared to Rs. 3025.28 Lacs in the year 2013.The decrease in profit after tax from Rs. 28.28 Lakhs to Rs. 8.94 Lakhs is on account of increase in cost of production.

DIVIDEND:

In order to conserve the financial resources of the company, your Board of Directors regret their inability to declare dividend for the year ended 31st March 2014.

Fixed Deposit :

The Company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and the provisions of Section 58A,58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable for the year under audit.

DIRECTORS :

Retirement by Rotation :

In accordance with the provisions of the Companies Act 2013 and in terms of Articles of Association of the Company, Mr. Vimalchand Jain and Mr. Vinit Ranawat, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Narpatmal Sanghvi, Mr. Bhavesh Shah and Br. Karan Singh Chauhan, are directors whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile provisions of the Companies Act, 1956. In terms of section 149 of the Companies Act, 2013 the aforesaid directors being eligible and offering themselves for appointment, are proposed to be appointed as Independent Director under section 149 of the Companies Act, 2013 to hold office as per their tenure of appointment mentioned in the notice of the forth coming Annual General Meeting of the Company.

In the opinion of the Board .Mr. Narpatmal Sanghvi, Mr. Bhavesh Shah and Br. Karan Singh Chauhan fulfill the condition specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are Independent of the management.

The proposal regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

The Board of Directors recommend their appointment/re-appointment.

AUDITORS:

M/s. Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at the forthcoming Annual General Meeting and have expressed their willingness to continue as Auditors of the Company if appointed.

They have further confirmed that the said appointment if made, would be within the prescribed limits under section 143(1) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

In terms of Rule 6 of the Companies (Audit and Auditors)Rules, 2014, M/s. Sanghvi Sanghvi & sanghvi having held office as Auditor for a period of 8 years prior to the commencement of the Companies Act, 2013, are eligible to be appointed as Auditor for a period of Three (3) more years, that is until the conclusion of Thirty Eight(38) Annual General Meeting of the Company.

Resolution seeking your approval on the item is included in the Notice convening the AGM.

The observation made in the Auditors Report are self explanatory and therefore, do not call for any Further comments under section 217(3) of the Companies Act, 1956.

COST AUDITORS:

The Board of Directors at their meeting held on 30th May, 2014, has on the recommendations of the Audit Committee, re-appointed M/s. Chittora & Co., Cost Accountant, to conduct the audit of the Cost Accounting records of the Company for the year 20142015 on a remuneration of Rs. 7500/- and reimbursement of actual travel & out of pocket expenses. The said remuneration is subject to the ratification of the Members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. The payment of remuneration to M/s. Chittora & Co. approved by the Board is accordingly placed for your ratification.

Audit Committee/ Remuneration Committee/Shareholders Committee:

The Board of Directors has constituted three committees i.e. Audit Committee/ Remuneration Committee/ Shareholders Committee as per the requirements of Corporate Governance under Listing Agreement. The majority of members of these Committees are independent & non executives.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

(1) Conservation of Energy, Technology, Absorption: -

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy and technology absorption is given in the statement annexed (Annexure A) hereto and forming part of the report.

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There are no employees who are in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules 1975 calling for furnishing their particulars.

CORPORATE GOVERNANCE:

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors with respect to Director''s Responsibility Statement hereby confirms that:

(a) in preparation of the annual accounts, for the year ended on 31st March, 2014, the applicable accounting standards have been followed in the preparation of the final accounts and that there are no other material departures.

(b) the Accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the company for the year ended on that date.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the asset of company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT :

Your Directors record their gratitude to the Banks, Financial Institutions, Government Departments, Vendors and all the clients of the company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by employees of the Company.

For and on Behalf of the Board of Directors

(Vimalchand Jain) Chairman

Place: Mumbai Date: 30th May, 2014


Mar 31, 2013

The Directors have pleasure in presenting the Thirty Fourth - Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended 31st March, 2013 is summarized below.

(Rupees in Lakhs)

31-03-2013 31-03-2012

Sales and Other Income 3,025.28 2,446.69

Profit before Depreciation. Interest and Tax 171.32 250.56

Less : Depreciation 76.27 80.12

Interest 64.67 56.92

Profit before tax 30.38 113.52

Less: Income Tax 2.10 37.61

Profit after tax 28.28 75.91

Profit brought forward from earlier Year adjusted 119.39 43.48

Balance Profit carried forward 147.67 119.39

PERFORMANCE REVIEW:

The Total turnover of the company during the year under review was Rs. 3025.28 Lacs as compared to Rs. 2446.69 Lacs in the year 2012.The decrease in profit after tax from Rs. 75.91 Lakhs to Rs. 28.28 Lakhs is on account of increase in cost of production mainly.

DIVIDEND:

In order to conserve the financial resources of the company, your Board of Directors regret their inability to declare dividend for the year ended 31st March 2013.

DIRECTORS

Retirement by Rotation

In accordance with the provisions of the Companies Act 1956, Br. Karan Singh Chauhan and Mr. Narpatmal Singhvi Directors of the Company are due for retirement by rotation and being eligible offer themselves for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, the Board of Directors with respect to Director''s Responsibility Statement hereby confirms that:

(a) in preparation of the annual accounts, for the year ended on 31st March, 2013, the applicable accounting standards have been followed in the preparation of the final accounts and that there are no other material departures.

(b) the Accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the company for the year ended on that date.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the asset of company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a going concern basis.

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules 1975 calling for furnishing their particulars.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

(1) Conservation of Energy, Technology, Absorption: -

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy and technology absorption is as follows:

Note:

The electrical Consumption of Rolling, forging and other activities have been bifurcated on practical estimate as separate measurement of consumptions are not feasible.

3. High Speed Diesel (For Generator)

Power Generation : NIL

AUDITORS:

M/s. Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for reappointment. The company has received certificate from them stating their reappointment, if made would be within the prescribed limit under section 224(1-B) of the Companies Act,1956.The members are requested to appoint the auditors and fix their remuneration.

CORPORATE GOVERNANCE:

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

Audit Committee/ Remuneration Committee/Shareholders Committee:

The Board of Directors has constituted three committees i.e. Audit Committee/ Remuneration Committee/ Shareholders Committee as per the requirements of Corporate Governance under Listing Agreement. The majority of members of these Committees are independent & non executives.

Fixed Deposit:

The Company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and the provisions of Section 58A ,58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 are not applicable for the year under audit.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Banks, Financial Institutions, Government Departments, Vendors and all the clients of the company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by employees of the Company.

For and on Behalf of the Board of Directors

Place: Mumbai

Date : 30th May, 2013 (Hemant Ranawat) (Vinit Ranawat)

Executive Director Director


Mar 31, 2012

The Directors have pleasure in presenting the Thirty Third - Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2012 and the Auditor's Report thereon.

FINANCIAL RESULTS: (Rupees in Lakhs)

31-03-2012 31-03-2011

Sales and Other Income 2446.69 2379.93

Profit before Depreciation, Interest and Tax 250.56 248.96

Less : Depreciation 80.12 94.01

Interest 56.92 58.82

Profit before tax 113.52 96.13

Less: Income Tax 37.61 30.44

Profit after tax 75.91 65.69

Profit brought forward from earlier Year 43.48 (22.21)

Balance Profit carried forward 119.39 43.48

PERFORMANCE REVIEW:

The Total turnover of the company during the year under review was Rs 2446.69 Lacs as compared to Rs 2379.93 Lacs in the year 2011.The increase in profit after tax from Rs.65 69 Lakhs to Rs.75.91 Lakhs is on account of increase in production, and improved margin.

DIVIDEND:

This being the year, where in all carry forward losses have been wiped out and in order to conserve the financial resources of the company, your Board of Directors regret their inability to declare dividend for the year ended 31st March 2012.

DIRECTORS: Retirement by Rotation

In accordance with the provisions of the Companies Act 1956, Mr. Vimalchand Jain and Mr. Bhavesh Shah Directors of the Company are due for retirement by rotation and being eligible offer themselves for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors with respect to Director's Responsibility Statement hereby confirms that:

(a) in preparation of the annual accounts, for the year ended on 31st March, 2012, the applicable accounting standards have been followed in the preparation of the final accounts and that there are no other material departures.

(b) the Accounting policies have been selected and applied consistently and such Judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the company for the year ended on that date.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the asset of company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a going concern basis.

(e) As regards to the observations in the auditors report, your directors wish to state that the representative note to the accounts are self explanatory and therefore, do not call for any comments.

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules 1975 calling for furnishing their particulars.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

(1) Conservation of Energy, Technology, Absorption:-

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy and technology absorption is as follows:

1. Consumption of coal

Production

NAME OF PROCESS UNIT CURRENT PREVIOUS YEAR YEAR

ROLLING M.T. 13229 15223

FULL FORGING M.T. 1708 1542

PARTIAL FORGING M.T. 1902 2190

TOTAL 16839 18955

Consumption of Coal (in Rs.) Average/M.T (in Rs.) NAME OF PROCESS CURRENT PREVIOUS CURRENT PREVIOUS YEAR YEAR YEAR YEAR

ROLLING 11906100 10068403 900 661

FULL FORGING 1588440 1085194 930 704

PARTIAL FORGING 1605031 1313380 844 600

TOTAL 15099571 12466977

2. Consumption of power Production

NAME OF PROCESS UNIT CURRENT PREVIOUS YEAR YEAR

ROLLING M.T 13229 15223

FULL FORGING M.T. 1708 1542

PARTIAL FORGING M.T. 1902 2190

TOTAL 16839 18955

Consumption of Power (in Rs.) Average/M.T (in Rs.)

NAME OF PROCESS CURRENT PREVIOUS CURRENT PREVIOUS YEAR YEAR YEAR YEAR

ROLLING 7381782 7355053 558 483

FULL FORGING 871080 609090 510 395

PARTIAL FORGING 452222 372300 238 170

TOTAL 8705084 3336443

Note :

The electrical Consumption of Rolling, forging and other activities have been bifurcated on practical estimate as separate measurement of consumptions are not feasible.

3. High Speed Diesel (For Generator)

POWER GENERATION NIL

Foreign Exchange earnings and outgo:

The required information is respect of Foreign Exchange earning and outgo for the year ended 31st March, 2012

Foreign Exchange earnings : Rs. 5,36,985/- (Previous Year Rs. NIL)

Foreign Exchange outgo : Rs. 2,24,23,449/- (Previous Year Rs. 18 36,498/-)

Auditors:

M/s. Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for reappointment. The company has received certificate from them stating their reappointment, if made would be within the prescribed limit under section 224(1-B) of the Companies Act,1956.The members are requested to appoint the auditors and fix their remuneration.

Corporate Governance:

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

Audit Committee/ Remuneration Committee/Shareholders Committee:

The Board of Directors has constituted three committees i.e. Audit Committee/ Remuneration Committee/Shareholders Committee as per the requirements of Corporate Governance under Listing Agreement. The majority of members of these Committees are independent & non executives.

Fixed Deposit:

The Company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and the provisions of Section 58A ,58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 are not applicable for the year under audit.

ACKNOWLEDGEMENT .

Your Directors record their gratitude to the Banks, Financial Institutions, Government Departments, Vendors and all the clients of the company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by employees of the Company

For and on behalf of the Board of Directors

Place: Mumbai Hemant V. Ranawat Vinit Ranawat

Dated: 30th May, 2012 Executive Director Director


Mar 31, 2010

The Directors have pleasure in presenting the Thirty First Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2010 and the Auditors Report thereon.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars 31.3.2010 31.03.2009

Sales & other income 2300.71 1407.31

Profits before depreciation,

interest and Tax 207.47 181.91

Less: Depreciation 92.21 67.03

Interest 59.82 47.60

Profit before Tax 55.44 67.28

Income Tax 45.87 6.90

Profit after Tax 9.57 60.38

Less : Prior Period Adjustments - (5.00)

Loss brought forward from earlier

year adjusted (31.78) (87.16)

Balance loss carried forward (22.21) (31.78)

PERFORMANCE REVIEW:

The Total turnover of the company during the year under review was Rs 2300.71 Lacs as compared to Rs 1407.31 Lac in the year 2009, an increase of 63.48%.The Increase in turnover is mainly on account of Rolled products Sale from Rs. 280 Lacs to Rs. 727 Lacs and also due to sale of scrap which was Rs 33 lacs to Rs. 440 lacs (approx). Both these activities helped the company to sustain profitability even in the global down turn. The conversion work of Tata Steel also increased in the current year. Though Profit Before Depreciation, Interest and Tax of the current year is increased, but due to higher depreciation interest and tax, the profit after tax has come down to Rs. 9.57 lacs from Rs. 60.38 lacs.

DIVIDEND:

In View of the accumulated losses, your director regret their inability to declare dividend for the year ended 31st March 2010.

DIRECTORS:

Cessation

Mr. Mangal Puri Goswami stepped down as an independent Director on 30th January 2010. The Board Places on record its appreciation for his services to the Company.

Appointments

Br. Karan Singh Chauhan was appointed as an additional Director of the Company with effect from January 30, 2010. Approvals of the members for appointing him as Director of the company is sought vide requisite resolution in the accompanying Notice dated 29th June, 2010 convening the annual General Meeting. Director commends the resolution for approval by the members.

Retirement by Rotation

In accordance with the requirement of the Companies Act 1956, Mr. Bhavesh B Shah and Mr. Hemant V Ranawat Director of the Company are due for retirement by rotation and are eligible for appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors with respect to Directors Responsibility Statement hereby confirms that:

(a) in preparation of the annual accounts, for the year ended on 31st March, 2010, the applicable accounting standards have been followed in the preparation of the final accounts except Accounting Standards 15 "Accounting for Retirement Benefits in the Financial Statement of the employers" and that there are no other material departures.

(b) the Accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the company for the year ended on that date.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the asset of company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on a going concern basis.

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

(1) Conservation of Energy, Technology and Absorption

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is as follows:

1. Consumption of coal

Production Consumption of Coal (in Rs.)

NAME OF PROCESS UNIT CURRENT PREVIOUS CURRENT PREVIOUS YEAR YEAR YEAR YEAR

ROLLING M.T. 15960 11527 9575355 7374431

FULL FORGING M.T. 1930 1296 1274146 981280

PARTIAL FORGING M.T. 931 1042 529857 408067

TOTAL 18821 13865 11379358 8763778



NAME OF PROCESS Average/M.T (in Rs.)

CURRENT PREVIOUS YEAR YEAR

ROLLING 600 640

FULL FORGING 660 757

PARTIAL FORGING 569 392

2. Consumption of power

Production Consumption of Power (in Rs.)

NAME OF PROCESS UNIT CURRENT PREVIOUS CURRENT PREVIOUS YEAR YEAR YEAR YEAR

ROLLING M.T. 15960 11527 7359193 5053450

FULL FORGING M.T. 1930 1296 667394 474270

PARTIAL FORGING M.T. 931 1042 123823 142754

TOTAL 18821 13865 8150410 5670474



NAME OF PROCESS Average/M.T (in Rs.)

CURRENT PREVIOUS YEAR YEAR

ROLLING 461 438

FULL FORGING 346 366

PARTIAL FORGING 133 137



Note :

The electrical Consumption of Rolling, forging and other activities have been bifurcated on practical estimate as separate measurement of consumptions are not feasible.

3. High Speed Diesel (For Generator)

POWER GENERATION NIL

Foreign Exchange earnings and outgo:

The required information in respect of Foreign Exchange earnings and outgo for the year ended 31s1 March, 2010 is given below :

Foreign Exchange earnings : Rs. 3,75,761/- (Previous Year Rs. 4,48,897/-)

Foreign Exchange outgo : Rs. 2,14,12,178/- (Previous Year Rs. 58,003/-)

Auditors Report:

Observations made in the Auditors Report read with relevant notes in Notes to Accounts, are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of Companies Act, 1956.The liability for gratuity is accounted on cash basis instead of accrual basis.

Auditors:

M/s.Sanghvi Sanghvi & Sanghvi, Chartered Accountants will retire at the forthcoming Annual General Meeting and are eligible for reappointment. The company has received certificate from them stating their reappointment, if made would be within the prescribed limit under section 224(1-B) of the Companies Act,1956.The members are requested to appoint the auditors and fix their remuneration.

Corporate Governance:

Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report.

Audit Committee/ Remuneration Committee/Shareholders Committee:

The Board of Directors has constituted three committees i.e. Audit Committee/ Remuneration Committee/Shareholders Committee as per the requirements of Corporate Governance under Listing Agreement. The majority of members of these Committees are independent & non executives.

Fixed Deposit:

The Company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and the provisions of Section 58A ,58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable for the year under audit.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Banks, Financial Institutions, Government Departments, Vendors clienst and all share holders of the company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Vinit Ranawat

Dated: 29th June, 2010 Director

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