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Directors Report of Shri Bajrang Alloys Ltd.

Mar 31, 2015

The Directors take pleasure in presenting the 25th Annual Report on the business and operations of your Company along with Audited Standalone and Consolidated Financial Statements and Auditors' Report thereon for the financial year ended on March 31, 2015.

The summarized financial results and state of Company's affairs for the year ended on March 31, 2015 are as under:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

STANDALONE CONSOLIDATED

PARTICULARS Financial Financial Financial Financial Year Year Year Year ended ended ended ended 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Total Turnover & Other Receipts 8260.83 11997.84 8264.13 12005.60

Profit before Interest, Depre ciation and Tax 643.68 683.24 643.72 684.60

Less : Interest 340.01 418.90 340.01 418.91 Less : Depreciation for the year 64.99 84.86 64.99 84.86

Profit before Tax 238.68 179.48 238.72 180.83

Less : Provision for Income Tax 47.77 65.24 47.78 65.66

Less : Net Deferred Tax Liability 0.63 (7.21) 0.63 (7.21)

Net Profit after Tax 190.28 121.45 190.31 122.38 Add : Balance in Profit & Loss Account 994.35 882.90 995.35 882.97

Add : Depreciation adjustment as per Sch-II of Companies Act, 2013 10.30 -- 10.30 --

Amount available for appropriation 1194.93 1004.35 1195.96 1005.35

Transferred to General Reserve 10.00 10.00 10.00 10.00

Balance transferred to Balance Sheet 1184.93 994.35 1185.96 995.35 Earnings Per Share (Basic & Diluted) 2.11 1.35 2.11 1.36

REVIEW OF OPERATIONS

On a Consolidated basis the Revenue for the current financial year stood at Rs.8264.13 Lacs as compared to Rs.12005.60 Lacs in the previous year and Profit after Tax stood at Rs.190.31 Lacs during the current financial year as compared to Rs.122.38 Lacs in the previous year.

On a Standalone basis the Revenue for the current financial year stood at Rs.8260.83 Lacs as compared to Rs.11997.84 Lacs in the previous year and Profit after Tax stood at Rs.190.28 Lacs during the current financial year as compared to Rs.121.45 Lacs in the previous year.

There is no change in the nature of business of the Company and in the nature of business of its Subsidiary Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

DIVIDEND

The Directors of your Company do not recommend any dividend for the financial year 2014-15 as it is decided to plough back the profit and utilize it for the enhancement of the business.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10.00 Lacs to General Reserve out of the amount available for appropriation and an amount of Rs.1184.93 Lacs has been transferred from the Profit and Loss account to the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

DEPOSITS

We have not accepted any deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. The Directors of the Company are :

1. Shri Suresh Goel - Chairman 2. Shri Anand Goel - Managing Director

3. Shri Narendra Goel - Director 4. Shri Vikash Kumar Khedia - Independent Director

5. Shri Dinesh Kumar Aggarwal - Independent Director 6. Smt. Prerna Singhal - Additional Director

Shri Suresh Goel, Shri Anand Goel and Shri Narendra Goel are real brothers in relationship and sons of Late

Shri Hariram Goel. Rest all the Directors are unrelated to each other.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Narendra Goel, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made there under, Shri Vikash Kumar Khedia and Shri Dinesh Kumar Aggarwal have been appointed as Independent Directors at the 24th Annual General Meeting held on September 23, 2014, for a term of five years with effect from September 23, 2014 upto September 22, 2019. None of the Independent Directors shall retire by rotation in the ensuing Annual General Meeting.

Pursuant to Section 161 and other applicable provisions of the Companies Act, 2013 and Rules made there under and on the recommendation of Nomination and Remuneration Committee, Smt. Prerna Singhal has been appointed as an Additional Director (Woman) on the Board of the Company as on March 24, 2015 up to the date of ensuing annual general meeting of the Company. The Board seeks approval of Members for the regularization of Directorship of Smt. Prerna Singhal as an Independent (Woman) Director on the Board of the Company.

Pursuant to Section 203 and other applicable provisions of the Companies Act, 2013 and Rules made there under Shri Archit Goel has been appointed as Chief Financial Officer of the Company w.e.f. September 08, 2014.

The Company has received declarations from all the Independent Directors of the Company, including Smt. Prerna Singhal, 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 Exchange.

It is with deep grief to inform you about the sad demise of Late Mr. Raj Kumar Yadava in the month of January 2015. Mr. Yadava was associated with the Company since September 28, 2010 as an Independent Director on the Board. Mr. Yadava with his skills, experience and dedication towards his work, served the Company in his best possible endeavor. His candid observance, recommendation and foresightedness always helped the Company to come out of onerous and unfavorable situations.

DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified). There are no material departures in the adoption of the prescribed accounting standards.

Pursuant to the requirement under Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed. There are no material departures in the adoption of prescribed accounting standards;

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 the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have 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;

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.

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 (Ten) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was not more than 120 days.

COMMITTEES OF THE BOARD

The Board has 4 (Four) Committees - the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee. All committees consist of majority of Independent Directors. The Composition and terms of reference, details of meetings and other matters has been mentioned in the Corporate Governance Report of this Annual Report.

SUBSIDIARY COMPANY

Our Company has only one subsidiary company and there is no associate or joint venture company. M/s. Popular Mercantile Private Limited is the Wholly Owned Subsidiary of the Company. There has been no material change in the nature of the business of the Subsidiary Company.

During the year, the Board of Directors ('the Board') reviewed the affairs of the Subsidiary. In accordance with Section 129(3) of the Companies Act, 2013 and as required under Clause 32 of Listing Agreement entered into with BSE, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with the applicable accounting standards.

A statement containing salient features of financial statements of the Company's Subsidiary and its performance for the financial year ended March 31, 2015 in the prescribed format AOC-1 is appended as Annexure-1 to the Boards' Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of the Subsidiary Popular Mercantile Pvt. Ltd. are available on our website www.sbal.co.in. These documents will also be available for inspection during business hours at our registered office in Raipur.

The company has formulated a policy for determining 'material' subsidiaries and the policy is available on the Website of the Company and can be accessed through the following link - http://www.goeltmt.com/sbal_policies.html

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure-2 to the Boards' Report.

The Company has adopted a policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and has adopted a firm procedure for approval of the same. The text of the Policy is available at the website of the Company on the following link - http://www.goeltmt.com/sbal_policies.html

HUMAN RESOURCES

The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates industrial and organizational capabilities in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passion and commitment has helped the organization reach new heights.

DISCLOSURE UNDER SEXUAL HARRASMENT ACT

There were no cases which required to be filed with the District Officer by the Internal Complaints Committee under this Act.

PARTICULARS OF EMPLOYEES

During the period under review, no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-3 to the Boards' Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence on the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 6 (six) members, whom are Executive Directors, Non Executive Directors, and Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, remuneration and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, adopted by the Board, is available at the website of the Company at the following link - http://www.goeltmt.com/sbal_policies.html. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

None of the Independent Directors are due for re-appointment.

TRAINING TO INDEPENDENT DIRECTORS

Every new Independent Director of the Company attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive Directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

CORPORATE GOVERNANCE REPORT

Your Company is committed in regularly maintaining the standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with BSE. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon is annexed as part of this Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis Report is annexed as part of this Annual Report.

RISK MANAGEMENT

The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. During the year, 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. During the year there are no elements of risk found which in the opinion of the Board may threaten the existence of the Company.

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

Information on Conservation of Energy, efforts made towards Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure-4 to the Board's report.

AUDITORS

At the Annual General Meeting held on September 23, 2014, M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur were appointed as statutory auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITOR'S REPORT

A copy of the Auditor's Report for the year ended on March 31, 2015 along with the Standalone and Consolidated financial statements thereon forms part of the Annual Report. The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments and there are no qualification remarks made by the Auditors in their report, hence no explanation is required in this regard.

SECRETARIAL AUDITOR

M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries, Raipur was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2014-15 forms part of the Annual Report as Annexure-5 to the Boards' report and there are no qualification remarks made by the Secretarial Auditors in their report, hence no explanation is required in this regard.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure- 6 to the Board's Report.

VIGIL MECHANISM

The Company has adopted the whistle blower/ vigil mechanism for Directors and Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. The Whistle blower Policy/ Policy on Vigil Mechanism is available on the website of the Company at the following link- http://www.goeltmt.com/sbal_policies.html.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules made there under relating to Corporate Social Responsibility are not applicable to the Company.

VOTING BY ELECTRONIC MEANS

The Company is providing e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

CEO & CFO CERTIFICATION

The Certificate from the Managing Director and Chief Financial Officer pursuant to Clause 49(V) of the Listing Agreement was tabled at the Board Meeting dated May 26, 2015 and duly signed by the Managing Director and Chief Financial Officer also forms part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors accord their undying gratitude for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and all other Stakeholders. Your Directors also appreciate and value the contribution and commitment of every employee towards your Company's performance, growth and sustainability. Your Directors look forward to your continuing and valuable support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

SURESH GOEL

(CHAIRMAN)

DIN: 00115834

RAIPUR, 26/05/2015


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 24th Annual Report on the business and operations of your Company along with Audited Standalone and Consolidated Financial Statements and Auditor''s Report thereon for the financial year ended on 31st March, 2014.

The summarized financial results for the year ended on 31st March 2014 are as under:

FINANCIAL RESULTS

(Rs. in Lacs)

STANDALONE CONSOLIDATED

PARTICULARS Financial Financial Financial Financial Year ended Year ended Year ended Year ended 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Total Turnover & other receipts 11997.84 14453.83 12005.60 14454.01

Profit before Interest, Depreciation and Tax 683.24 667.98 684.60 692.96

Interest 418.90 362.06 418.91 386.96

Depreciation for the year 84.86 98.55 84.86 98.56

Profit before Tax 179.48 207.37 180.83 207.44

Less : Provision for Income Tax 65.24 70.76 65.66 70.76

Less : Net Deferred Tax Liability (7.21) (3.72) (7.21) (3.72)

Net Profit after Tax 121.45 140.33 122.38 140.40

Add : Balance in Profit & Loss Account 882.90 842.57 882.97 842.57

Amount available for appropriation 1004.35 982.90 1005.35 982.97

Transferred to General Reserve 10.00 100.00 10.00 100.00

Balance transferred to Balance Sheet 994.35 882.90 995.35 882.97

Earnings Per Share (Basic & Diluted) 1.35 1.56 1.36 1.56

DIVIDEND

The Directors of your Company do not recommend any dividend for the financial year 2013-14 as it is decided to plough back the profit and utilizing it for the enhancement of the business.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.10.00 Lacs to General Reserve out of the amount available for appropriation and an amount of Rs.994.35 Lacs has been transferred from the Profit and Loss account to the Balance sheet.

REVIEW OF OPERATIONS

On a Consolidated basis the Revenue for the current financial year stood at Rs.12005.60 Lacs as compared to Rs.14454.01 Lacs in the previous year and Profit after Tax stood at Rs.122.38 Lacs during the current financial year as compared to Rs.140.40 Lacs in the previous year.

On a Standalone basis the Revenue for the current financial year stood at Rs.11997.84 Lacs as compared to Rs.14453.83 Lacs in the previous year and Profit after Tax stood at Rs.121.45 Lacs during the current financial year as compared to Rs.140.33 Lacs in the previous year.

DIRECTORS

The Board consists of Executive and Non Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. The Directors of the Company are:

1. Shri Suresh Goel - Chairman

2. Shri Anand Goel - Managing Director

3. Shri Narendra Goel - Director

4. Shri Vikash Kumar Khedia - Independent Director

5. Shri Dinesh Kumar Aggarwal - Independent Director

6. Shri Raj Kumar Yadava - Independent Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Suresh Goel, Director of the Company retires by rotation in the upcoming Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri Raj Kumar Yadava, Shri Vikas Kumar Khedia and Shri Dinesh Kumar Aggarwal as Independent Directors for the terms given in the Notice of the 24th Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102(1) of the Companies Act, 2013 annexed to the Notice of the 24th Annual General Meeting.

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations.

ii. That 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 Profit of the Company for that period;

iii. That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That they have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANY

M/s. Popular Mercantile Private Limited is the subsidiary of the Company as on March 31, 2014. There has been no material change in the nature of the business of the Subsidiary Company.

As required under Clause 32 of Listing Agreement entered into with BSE, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with the applicable accounting standards.

The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its Subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act,1956, the Ministry of Corporate Affairs vide its Circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Company with the Balance Sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of this subsidiary and the related information will be made available to any Member of the Company/its Subsidiary seeking such information and are available for inspection by any Member of the Company/its Subsidiary at the Registered Office of the Company. The annual accounts of the said Subsidiary will also be available for inspection, at the Head Office/Registered Office of the respective Subsidiary Company.

CEO & CFO CERTIFICATION

The Certificate from the Managing Director pursuant to Clause 49(V) of the Listing Agreement was tabled at the Board Meeting dated 27th May, 2014 and duly signed by the Managing Director is also annexed with this report.

HUMAN RESOURCES

The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates industrial and organizational capabilities in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passion and commitment has helped the Organization reach new heights.

PARTICULARS OF EMPLOYEES UNDER Section 217 (2A)

During the period under review, no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DEPOSITS

The Company has not accepted or renewed any deposits from the public as envisaged under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under Clause 49 of the Listing Agreement with BSE. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon and Management Discussion and Analysis Report is annexed as part of this Report.

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

Information on Conservation of Energy, efforts made towards Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed 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 annexed to this Report.

AUDITORS

M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting of the Company. They being eligible for reappointment have expressed their consent to be reappointed. The Company has also received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013.

AUDITOR''S REPORT

A copy of the Annual Report for the year ended on March 31, 2014 along with the Auditor''s Report thereon is annexed to the Directors'' Report. The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments and there are no qualification remarks made by the Auditors in their report, hence no explanation is required in this regard.

COST AUDITORS AND COST AUDITOR''S REPORT

As per the Order issued by Ministry of Corporate Affairs dated June 30, 2011 pursuant to Section 233B of the Companies Act, 1956, our Company is required to get its cost accounting records audited by Cost Auditors and has accordingly appointed M/s. S.C. Mohanty and Associates as Cost Auditors of the Company for conducting audit of cost accounting records of the Company for the financial year 2013-14 and the Company has received consent from M/s. S.C.Mohanty & Associates for their appointment as the Cost Auditors of the Company. The due date of filing Cost Audit Report for the financial year ended March 31, 2014 is September 30, 2014.

VOTING BY ELECTRONIC MEANS

The Company is providing e-voting facility to all Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in the Notice.

ACKNOWLEDGEMENT

Your Directors accord their undying gratitude for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and all other Stakeholders. Your Directors also appreciate and value the contribution and commitment of every employee towards your Company''s performance, growth and sustainability. Your Directors look forward to your continuing and valuable support.

FOR AND ON BEHALF OF THE BOARD

Sd/- SURESH GOEL (CHAIRMAN)

PLACE : RAIPUR DATE : 27.05.2014


Mar 31, 2013

To, The Members

The Directors have immense pleasure in presenting the 23rd Annual Report of the Company with the Audited Statement of Accounts and the Auditors'' Report thereon on the business and operations of the Company for the financial year ended on 31st March 2013.

The summarized financial results for the year ended on 31st March 2013 are as under :

FINANCIAL RESULTS :

STANDALONE CONSOLIDATED

PARTICULARS Financial Year Financial Year Financial Year ended 31.03.2013 ended 31.03.2012 ended 31.03.2013

Total Turnover & other receipts 14453.83 17113.31 14454.01

Profit before Interest, Depreciation and Tax 667.98 756.85 692.96

Interest 362.06 357.47 386.96

Depreciation for the year 98.55 89.55 98.56

Profit before Tax 207.37 309.83 207.44

Less: Provision for Income Tax 70.76 90.47 70.76

Less: Net Deferred Tax Liability (3.72) 5.83 (3.72)

Net Profit after Tax 140.33 213.53 140.40

Add: Balance in Profit & Loss Account 842.57 729.04 842.57

Amount available for Appropriation 982.90 942.57 982.97

Transferred to General Reserve 100.00 100.00 100.00

Balance transferred to Balance Sheet 882.90 842.57 882.97

Earnings Per Share (Basic & Diluted) 1.56 2.37 1.56



DIVIDEND:

The Directors of your Company do not recommend any dividend for the financial year 2012-13 as it is decided to plough back the profit and utilizing it for the enhancement of the business.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 100.00 Lacs to the General Reserve out of the amount available for appropriation and an amount of Rs.882.90 Lacs has been transferred from the Profit and Loss account to the Balance sheet.

REVIEW OF OPERATIONS:

On a consolidated basis the Revenue for the current financial year stood at Rs. 14454.01 Lacs and Profit after Tax stood at Rs.140.40 Lacs during the current financial year.

On standalone basis the Revenue for the current financial year stood at Rs. 14453.83 Lacs as compared to Rs. 17113.31 Lacs in the previous year and Profit after Tax stood at Rs.140.33 Lacs during the current financial year as compared to Rs. 213.53 Lacs in the previous year.

DIRECTORS:

The Board consists of executive and non executive directors including the independent directors who are having wide and varied experience in different disciplines of corporate functioning. The Directors of the Company are:

1. Shri Suresh Goel

2. Shri Anand Goel

3. Shri Narendra Goel

4. Shri Vikash Kumar Khedia

5. Shri Dinesh Kumar Aggarwal

6. Shri Raj Kumar Yadava

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article No. 101 of Company''s Articles of Association, Shri Raj Kumar Yadava, Director of your Company retires by rotation in the upcoming Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations.

ii. That 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 Profit of the Company for that period;

iii. That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That they have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANY

M/s. Popular Mercantile Private Limited is the subsidiary of the Company as on 31st March 2013. There has been no material change in the nature of the business of the Subsidiary Company.

As required under Clause 32 of Listing Agreement entered into with BSE, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956.

The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

Pursuant to the provisions of Section 212(8) of the Companies Act, the Ministry of Corporate Affairs vide its circular dated 8th February 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiary for the financial year ended 31st March 2013 is included in the annual report. The annual accounts of this subsidiary and the related information will be made available to any member of the Company/its subsidiary seeking such information and are available for inspection by any member of the Company/its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be available for inspection, at the head offices/registered offices of the respective subsidiary company.

CEO & CFO CERTIFICATION:

The Certificate from the Managing Director pursuant to clause 49 (V) of the Listing Agreement was tabled at the Board Meeting dated 29th May, 2013 and duly signed by the Managing Director is also annexed with this report.

HUMAN RESOURCES:

The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates individual and organizational capabilities in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals. Your Company draws its strength from a highly engaged and motivated workforce whose collective passion and commitment has helped the organization reach new heights.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A):

During the period under review no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under Sub Section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DEPOSITS:

The company has not accepted or renewed any deposits from the public as envisaged under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Your Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under clause 49 of the Listing Agreement with BSE. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon and Management Discussion and Analysis Report is annexed as part of this Report.

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

Information on Conservation of Energy, efforts made towards Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed 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 annexed to this Report.

AUDITORS:

M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting of the company. They being eligible for reappointment have expressed their consent to be reappointed as Auditors for the financial year 2013-2014. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR''S REPORT:

A copy of the Annual Report for the year ended on March 31, 2013 along with the Auditor''s Report thereon is annexed to the Directors'' Report. The Auditor''s Report is self explanatory and there are no qualification remarks made by the Auditors in their report, hence no explanation is required in this regard.

COST AUDITOR''S REPORT:

The Company has appointed M/s. S.C. Mohanty and Associates as Cost Auditors of the Company as per section 233B of the Companies Act, 1956 for conducting audit of cost accounting records of the company for the financial year 2013-14 and the Company has obtained Central Government approval for their appointment as the Cost auditors of the Company. The due date of filing Cost Audit Report for the financial year ended March 31, 2013 is September 30, 2013.

ACKNOWLEDGEMENTS:

Your Directors accord their undying gratitude for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and all other Stakeholders. Your Directors also appreciate and value the contribution and commitment of every employee towards your Company''s performance, growth and sustainability. Your Directors look forward to your continuing and valuable support.



FOR AND ON BEHALF OF THE BOARD

Sd/-

SURESH GOEL

(CHAIRMAN)



PLACE : RAIPUR

DATE : 29.05.2013


Mar 31, 2012

The Directors have immense pleasure in presenting the 22nd Annual Report of the Company with the Audited Statement of Accounts and the Auditors' Report thereon on the business and operations of the Company for the financial year ended 31st March, 2012.

The summarized financial result for the year ended 31st March 2012 is as under:

FINANCIAL RESULTS :

(Rs. in lacs)

PARTICULARS Year ended Year ended 31.03.2012 31.03.2011

Total Turnover & other receipts 17113.31 17621.17

Profit before Interest, Depreciation and Tax 756.85 764.00 Interest 357.47 370.57

Depreciation for the year 89.55 81.44

Profit before Tax 309.83 311.99

Less : Provision for

Income Tax 90.47 99.84

Less : Net Deferred

Tax Liability 5.83 1.26

Net Profit after Tax 213.53 210.89

Add: Balance in

Profit & Loss Account 729.04 618.15 Amount available

for appropriation 942.57 829.04

Transferred to

General Reserve 100.00 100.00

Balance transferred to Balance Sheet 842.57 729.04

Earnings Per Share (Basic & Diluted) 2.37 2.34

DIVIDEND:

The Directors of your Company do not recommend any dividend for the financial year

2011-12 as the Directors of your Company decided to plough back the profit for utilizing it for the enhancement of the business.

REVIEW OF OPERATIONS:

The Revenue for the current financial year stood at Rs. 17113.31 Lacs as compared to Rs. 17621.17 Lacs in the previous year and Profit after Tax stood at Rs. 213.53 Lacs during the current financial year as compared to Rs.210.89 Lacs in the previous year.

MARKETING AND EXPORT:

We are pleased to place before the stake holders that our export has enhanced from previous year to the current year, due to quality steel produced by us. Moreover in the ensuing year we do hope our export will increase in near future. The total amount of export earnings in the current financial year is Rs. 86.71 Lacs as against Rs. 46.75 Lacs in the previous financial year through cross border transactions. Your Directors are positive and hopeful towards the future growth.

DIRECTORS:

The Board consists of executive and non executive directors including the independent directors who have wide and varied experience in different disciplines of corporate functioning. The Directors of the Company are:

1. Mr. Suresh Goel

2. Mr. Narendra Goel

3. Mr. Anand Goel

4. Mr. Vikash Kumar Khedia

5. Mr. Dinesh Agrawal

6. Mr. Raj Kumar Yadava

In accordance with the provisions of Section 255 and 256 of the Companies Act 1956 and the Company's Articles of Association Mr. Narendra Goel, Director of your Company retire by rotation and being eligible, offer himself for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations;

ii. That 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 profit of the Company for that period;

iii. That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for preventing and detecting fraud and other irregularities;

iv. That they have prepared the annual accounts on a going concern basis.

CEO & CFO CERTIFICATION:

The certificate from the Managing Director pursuant to clause 49 (V) of the Listing Agreement has been tabled at the Board Meeting dated 30th May 2012 and is also annexed with this report.

HUMAN RESOURCES:

The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates employee growth with organizational growth in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A):

During the period under report no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under sub section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 as amended from time to time.

DEPOSITS FROM PUBLIC:

The company has not accepted or renewed any deposits from public as envisaged under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance and Shareholder Information together with the Auditors Certificate thereon is annexed as part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Clause 49 of the Listing Agreement is annexed and forming part of the Director's Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information 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 are as under:

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

(b) Information in respect of Foreign Exchange Earning and Outgo are:

(Rs. in Lacs)

Particulars F.Y. 2011-12 F.Y. 2010-11

Earning 86.71 47.65

Outgoing - -

Net Amount 86.71 47.65

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information on Conservation of Energy, required to be disclosed 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, are given herein as under:

A. CONSERVATION OF ENERGY

Your Company recognizes the vital need to conserve energy and give due importance to the reduction of power consumption in its manufacturing processes. During the year under review the following energy conservation measures have been implemented:-

- Use of energy efficient lights.

- Monitoring of insulation resistance of motors to reduce dielectric losses.

- Use of good quality lubricants to reduce frictions.

DETAILS OF POWER AND FUEL CONSUMPTION

S. N. PARTICULARS F.Y. 2011-12 F.Y. 2010-11

I- ELECTRICITY

A Units Consumed (in KWH) 19740601 2168160

B Total Cost (in Rs.) 12170145 11168886

C Rate per Unit (in Rs.) 6.16 5.15

2 COAL

A Quantity Consumed (In MT.) 5361.150 5981.690

B Total Cost (in Rs) 33534059 31357767

C Rate Per Mt. (in Rs) 6255.01 5242.29

3. FURNACE OIL

A Quantity Consumed (in Ltrs) 595700 788110

B Total Cost (in Rs) 22066574 21106131

C Rate Per Ltrs. (in Rs) 37.04 26.78

4. OXYGEN GAS

A Quantity Consumed

(in Cu. Mtr.) 112172 146590.50

B Total Cost (in Rs) 1148922 1500187

C Rate Per Cu. Mtrs. (in Rs) 10.24 10.23

5. CONSUMPTION PER UNIT OF PRODUCTION

A Production of M.S.

Structural (in MT) 34747.110 38614.470

B Electricity (in KWH) 56.81 56.15

C Coal (in MT) 0.15 0.15

D Furnace Oil (in Ltrs.) 17.14 20.41

E Gas (in Cu. Mtrs) 3.23 3.80

B. TECHNOLOGY ABSORPTION

Efforts in brief made towards technology absorption, adaptation and innovation:

- The Company has its own testing laboratory well equipped with modern machines and equipments for ensuring the quality.

- All the ranges of products offered by the Company to its valuable clients are all ISI marked known for its best quality products.

- Constant monitoring of process and technology up gradation taking place in advance countries and to offer similar products through in-house R & D as well as

through progressive manufacturing activities. The Company is in the process of further improving its quality control methods and testing facilities.

- Regular interaction with equipment designers and manufacturers and major raw material suppliers for improvements to processing and operating parameters.

- Benefits derived as a result of above efforts - Improved product quality.

AUDITORS:

M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting of the company. They being eligible for reappointment have expressed their consent to be reappointed for the financial year

2012-2013. The Company has received a certificate from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend for their reappointment.

AUDITOR'S REPORT:

The copy of the Annual Report for the year ending 31st March 2012 along with the Auditor's Report thereon and is annexed with the Director's Report. There are no qualification remark made by the Auditors in their report hence no reply is required in this regard.

COST AUDITOR'S REPORT

The Company has appointed M/s.S.C.Mohanthy and Associates as Cost Auditors of the Company's as per section 233B of the Companies Act 1956. The Central Government has approved the appointment M/s.S.C.Mohanthy and Associates as the Cost auditors for conducting Cost Audit for the financial year 2011- 12. The due date of filing Cost Audit Report for the financial year ended March 31, 2012 is September 30, 2012.

ACKNOWLEDGEMENTS:

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and Stakeholders. Your Directors also thank the employees of the Company for their contribution and commitment towards your Company performance and growth during the period under review. Your Directors look forward to your continuing support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

(SURESH GOEL)

CHAIRMAN Place: Raipur

Date : 30.05.2012


Mar 31, 2010

The Directors have immense pleasure in presenting the 20th Annual Report of the Company with the Audited Statement of Accounts and the Auditors Report thereon on the business and operations of the Company for the financial year ended 31st March, 2010.

The summarized financial result for the year ended 31st March 2010 is as under:

FINANCIAL RESULTS :

(Rs. in lacs)

PARTICULARS Year ended Year ended 31.03.2010 31.03.2009

Total Turnover & other receipts 17547.50 22028.05

Profit before Interest, Depreciation and Tax 636.22 657.14

Interest 240.14 240.56

Depreciation 93.88 123.09

Profit before Tax 302.20 293.49

Less: Provision for Income Tax & Fringe Benefit Tax 105.90 106.53

Add: Previous year adjustments 5.81 0.43

Add: Net Deferred Tax Asset 4.91 5.73

Net Profit after Tax 207.02 193.12

Add: Balance brought forward from previous year 511.13 418.01

Net Profit after tax and adjustments 718.15 611.13

Transferred to General Reserve 100.00 100.00

Balance transferred to Balance Sheet 618.15 511.13

Earning Per Share (Basic & Diluted) 2.30 2.15



DIVIDEND:

The Directors of your Company do not recommend any dividend for the financial year 2009-10 as the Directors of your Company decided to plough back the profit for utilizing it for the enhancement of the business.

REVIEW OF OPERATIONS:

Your Company is engaged in the business of manufacturing of steels. The Companys financial performance has been adversely affected due to global financial crisis and extraordinary economic environment resulting in slow down of demand and sharp correction in iron and steel products. Revenue for current financial year stood at Rs. 17535.52 Lacs and profit after tax is Rs. 207.02 Lacs as compared to revenue of Rs. 22021.16 Lacs and profit after tax Rs. 193.12 Lacs in the previous financial year. The total sale (manufactured & traded goods) was of 50288.870 MT of value Rs. 17535.52 Lacs as compared to 49105.220 MT of value Rs. 22021.16 Lacs in the previous financial year 2008-09.

Your company has manufactured 47709.36 MT of Structural Steels as compared to 49033.80 MT in the previous financial year 2008-09. The capacity utilization was 79.52% in the current financial year as compared to 81.72% in the previous financial year. The reduction in the capacity utilization was made due to the economic withdrawal. The reduction in the global demand of steel resulted in the declined amount of cross border turnover which was overall reflected in the aggregate turnover of the Company. Although your Company continued to sustain its profitable position as it is better equipped to deal with market turbulence due to relatively stronger domestic demand, its competitive position in cost of production and growing competence of human resources.

MARKETING AND EXPORT:

Export has been extensively less because the price was low as well as the demand was less in the world market. The amount of export of the Company has been tremendously declined during the year due to less demand, the total amount of export in the current financial year is of Rs. 24.27 Lacs as against the Rs. 557.35 lacs in the previous financial year through cross border transactions. Your Directors are positive and hopeful towards the future growth.

DIRECTORS:

The Board consists of executive and non executive directors including the independent directors who have wide and varied experience in different disciplines of corporate functioning. The Directors of the Company are:

1. Mr. Suresh Goel

2. Mr. Anand Goel

3. Mr. Narendra Goel

4. Mr. Vikash Kumar Khedia

5. Mr. Dinesh Agrawal

6. Dr. Ramesh Chandra Gupta

In accordance with the provisions of section 255 and 256 of the Companies Act, 1956 and the Companys Articles of Association Shri Suresh Goel and Shri Ramesh Chandra Gupta, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible Mr. Suresh Goel offer himself for reappointment. Mr. R.K. Yadava has proposed his candidature in writing for appointment as Independent Director of the Company in place of retiring director Dr. Ramesh Chandra Gupta, who has expressed his unwillingness to continue his directorship in the Company.

The proposed Mr. R. K. Yadava is M. Tech and Ph.D in Metallurgical Engineering from Banaras Hindu University, Banaras (UP) and has 35 years experience of research in the field of metallurgical and material engineering. He has been member of many technical committees of renowned institutions like NT, Madras, Govt, of Rajasthan, Indian Engineering Congress, Central

Electro-Chemical Research Institution, Tamilnadu etc. He had also served many organizations like M/s Varun Flair Filtration Limited, M/s Balls & Cylpebs Limited, United India Insurance Co. Limited, Hindustan Zinc Limited etc. The vast experience of the proposed director is definitely going to benefit the Company. The Board recommends his appointment for your consideration.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations.

ii. That 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 profit of the Company for that period;

iii. That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for preventing and detecting fraud and other irregularities;

iv. That they have prepared the annual accounts on a going concern basis.

CEO & CFO CERTIFICATION:

The certificate from the Managing Director pursuant to clause 49 (V) of the Listing Agreement has been tabled at the Board Meeting dated 29th June 2010 and is also annexed with this report.

HUMAN RESOURCES:

The Company places emphasis on recruitment, training and development of human resources, which assumes utmost significance in achievement of corporate objectives. Your Company integrates employee growth with organizational growth in a seamless manner through empowerment and by offering a challenging workplace, aimed towards realization of organizational goals.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A):

During the period under report no employee employed throughout the period or part of the period was in receipt of remuneration in excess of the limits prescribed under sub section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 as amended from time to time.

DEPOSITS FROM PUBLIC:

The company has not accepted or renewed any deposits from public as envisaged under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under clause 49 of the Listing Agreement with the Stock Exchanges. A Report on Corporate Governance & Shareholder Information together with the Auditors Certificate thereon is annexed as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Clause 49 of the Listing Agreement is annexed and forming part of the Directors Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information 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 are as under:

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

(b) Information in respect of Foreign Exchange Earning and Outgo are :

Particulars F.Y. 2009-10 F.Y. 2008-09

Earning 24.27 lacs 557.35 lacs

Outgoing 2.37 lacs 137.21 lacs

Net Amount 21.90 lacs 420.14 lacs

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

Information on Conservation of Energy, required to be disclosed 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 herein under:

A. CONSERVATION OF ENERGY

Your Company recognizes the vital need to conserve energy and give due importance to the reduction of power consumption in its manufacturing processes. During the year under review the following energy conservation measures have been implemented:-

- Use of energy efficient lights.

- Monitoring of insulation resistance of motors to reduce dielectric losses.

- Use of good quality lubricants to reduce frictions.



DETAILS OF POWER AND FUEL CONSUMPTION S.N. PARTICULARS F.Y. 2009-101 F.Y. 2008-09

1. ELECTRICITY

a Units Consumed (in KWH) 29247001 2815766

b. Total Cost (in Rs.) 1,34,19,794 1,34,02,339

c Rate per Unit (in Rs.) 4.59 4.76

d Own Generation NIL NIL



S.N. PARTICULARS F.Y. 2009-101 F.Y. 2008-09

1.FURNACE OIL

a Quantity Consumed (in Ltrs) 2759370 2786631

b Total Cost (in Rs) 6,63,30,858 7,27,06,382

c Rate Per Ltrs. (in Rs) 24.04 26.09

3 OXYGEN GAS

a Quantity Consumed

(in Cu. Mtr.) 148753.50 110722.50

b Total Cost (in Rs) 14,87,888 10,80,282

c Rate Per Cu. Mtrs. (in Rs) 10.00 9.76

4 CONSUMPTION PER UNIT OF PRODUCTION

a Production of M.S.

Structural (in MT) 47709.360 49033.800

b Electricity (in KWH) 61.30 57.43

c Furnace Oil (in Ltrs.) 57.84 56.83

d Gas (in Cu. Mtrs) 3.12 2.26

B. TECHNOLOGY ABSORPTION

Efforts in brief made towards technology absorption, adaptation and innovation:

- The Company has its own testing laboratory well equipped with modern machines and equipments for ensuring the quality.

- All the ranges of products offered by the Company to its valuable clients are all ISI marked known for its best quality products.

- Constant monitoring of process and technology up gradation taking place in advance countries and to offer similar products through in-house R & D as well as through progressive manufacturing activities. The Company is in the process of further improving its quality control methods and testing facilities.

- Regular interaction with equipment designers and manufacturers and major raw material suppliers for improvements to processing and operating parameters.

- Benefits derived as a result of above efforts - Improved product quality.

AUDITORS:

M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting of the company. They being eligible for reappointment have expressed their consent to be reappointed for the financial year 2010-2011. The Company has received a certificate from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend for their reappointment.

AUDITORS REPORT:

The copy of the Annual Report for the year ending 31st March 2010 along with the Auditors Report thereon and is annexed with the Directors Report. There are no qualification remark made by the Auditors in their report hence no reply is required in this regard.

ACKNOWLEDGEMENTS:

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Banks, Customers, Suppliers, Regulatory & Government Authorities, Business Associates and Stakeholders. Your Directors also thank the Employees of the Company for their contribution and commitment towards your Company performance and growth during the period under review. Your Directors look forward for your continuing support.

FOR AND ON BEHALF OF THE BOARD

Sd/- (SURESH GOEL) CHAIRMAN

PLACE: RAIPUR DATE: 29.06.2010



 
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