Mar 31, 2015
The Directors take great pleasure in presenting the 30th Annual Report
of your company together with audited accounts for the year ended 31st
March, 2015.
Financial Highlights (Rs. in Lacs)
2014-2015 2013-2014
Net Sales/Income from operation 8818.51 19908.08
Other Income 35.55 249.64
Total Income 8854.05 20157.72
Total Expenditure 10255.42 20531.31
Profit/Loss before Interest &
Depreciation (1401.36) (373.59)
Less: (a) Interest 42.13 114.90
(b) Depreciation 260.78 939.67
Exceptional & Extraordinary Items 596.33 1768.70
Profit /(Loss) before Tax (1107.94) 340.55
Provision for taxation
Profit / (Loss) after Tax (1107.94) 340.55
DIVIDEND
Your Directors express their inability to declare any dividend to
Shareholders.
PERFORMANCE OF THE COMPANY
The year under review has been one of the most difficult year for Your
Company. Operating levels at all the production lines declined
substantially and recorded low capacity utilizations. Tubes 7.8%
(29.32) and CR Coils18.9% (27.18%), while the GP/GC Line remained
inoperative in FY15 also. Gross revenues of the Company have hence
declined to Rs.88.54 Crore (Rs.201.58 Crore) and the Company has
suffered an Operating Loss (LBDIT) of Rs.14.00 Crore (Rs.3.74 Crore).
As the GP/GC line remained closed during the year, your Company has
provided depreciation on these assets @10% of the stipulated rates
under the Act. A corresponding write back of depreciation has been made
(under Exceptional & Extraordinary Items) for FY14 also for similar
reasons. Besides, the provisions of Companies Act 2013 have also been
applied, and all these factors have resulted in a lower Depreciation
Provision for the year at Rs.2.61 Crore (Rs.9.40 Crore). The Net Loss
(before extraordinary items) stands at Rs.17.03 Crore (Rs.14.28 Crore),
which after accounting for extraordinary items stand reduced to
Rs.11.07 Crore (Profit Rs.3.41 Crore).
Market Opportunities
Amidst Global glut, steel imports into the Country have jumped by over
73% in the last fiscal and have continued to register increasing
imports in the current year also. The local Steel Industry is therefore
being forced to reduce prices continuously, month after month, to
remain competitive, and have also been strongly lobbying with the Steel
Ministry for imposing higher import duties to help them compete with
the overseas rivals. In fact, benchmark CIS and China HRC export prices
are stated have touched new 10 year lows in July 2015, and there is a
clear advantage of about of Rs.2000/ - pmt over the domestic prices.
Prices of domestically produced steel are therefore under tremendous
pressure. The market conditions for your Company also are hence
expected to remain tough throughout whole of FY16. Besides, Investors
and Lenders are also expected to remain wary of making further/new
investments and the liquidity of your Company is likely to remain under
strain in FY16 too.
Your Company is hence looking at low operations during the year, and
awaits tie up for some strategic alliance with an Investor/Lender for
upping its scale of operations.
PROJECT IMPLEMENTATION & RESTRUCTURING PACKAGE
As members are aware, your Company has since FY09, concluded
'Negotiated Settlement of Dues' with most of its lenders, as a result
of which only two lenders now remain outstanding in the Company's
Books. The Company is exploring various options for settlement of the
remaining dues also, and in the meanwhile have put on hold further
investments into its incomplete 6 Hi CR Mill. In view of the liquidity
crunch, your Company has also suspended operations at one if its
production line- CGL- for over two years now.
FIXED DEPOSITS
The Company has not accepted any public deposits during the year under
review.
Personnel
The Industrial Relations scenario continued to be cordial. The Company
regards its employees as a great asset and accords high priority to
training and development of employees.
The information required pursuant to Section 197 of the Companies Act,
2013 ("the Act") read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the members
at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing AGM.
BOARD OF DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of the Articles of Associations of the Company, Ms.
Babita Rathore, Director (Din No: 06871372), retires by rotation at the
ensuring Annual General Meeting and being eligible, offers herself for
re-appointment.
Mr. Kiran O. Mehta (Din No: 00028884) has resigned from the Board of
the Company w.e.f 26/12/2014.
Your Director place on record their deep appreciation for the valuable
services rendered by Mr. Kiran O. Mehta (Din No: 00028884) during his
tenure as Director of the Company.
AUDITORS & AUDITORS REPORT
M/s Rakesh K. Jain and Associates, Chartered Accountants; Auditors of
the Company will retire at the forthcoming Annual General Meeting and
are eligible for reappointment.
In accordance with the Companies Act 2013, it is proposed to re-appoint
them as Auditors for the financial year 2015-16 from the conclusion of
this Annual General Meeting till the conclusion of the next Annual
General Meeting, subject to the approval of shareholders.
The Company has received confirmation from the firm regarding it's
consent and eligibility under Sections 139 and 141 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 for
appointment as the Auditors of the Company
CORPORATE GOVERNANCE
The detailed Report on Corporate Governance forms a part of this Annual
Report as Annexure A.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDA) of the Company are
discussed in this Annual Report and attached as Annexure B.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed Ramachandra Rao Karandikar, Practicing
Company Secretary for conducting Secretarial Audit of the Company for
the financial year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure C.
Related Party Transactions
All transactions entered by the Company with Related Parties were in
the Ordinary Course of Business and at Arm's Length pricing basis. The
Audit Committee granted omnibus approval for the transactions (which
are repetitive in nature) and the same was reviewed by the Audit
Committee and the Board of Directors. There were no materially
significant transactions with Related Parties during the financial year
2014-15 which were in conflict with the interest of the Company.
INSURANCE
All the insurable assets of the Company are adequately insured.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors report that
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss account of the company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) The Directors 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.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has been employing women employees in various cadres within
the factory and its head office premises. The Company has in place an
Anti Harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary,
trainees) are covered under the policy. There was no compliant received
from any employee during the financial year 2014-15 and hence no
complaint is outstanding as on 31.03.2015 for redressal.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of concern in providing
safe and healthy environment for all its stake holders, employees,
customers, vendors, business associates and neighborhood.
Extracts of Annual Return and other disclosures under Companies
(Appointment & Remuneration) Rules, 2014
The Extract of Annual Return in form No. MGT-9 as per Section 134 (3)
(a) of the Companies Act, 2013 read with Rule 8 of Companies Act
(Accounts) Rules 2014 and Rule 12 of Companies (Management &
Administration) Rules, 2014 is annexed hereto as Annexure D and forms
part of this report.
Cost Audit Compliance
Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956, Cost Audit
Report for the financial year ended 31/03/2014 has been submitted to
the Central Government.
DEMATERIALISATION OF SECURITIES & INVESTOR SERVICE CENTRE
Nearly 55.96 of total Equity Share Capital is held in dematerialized
form with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN No. allotted to
the Company Share is INE 708B01018.
The securities of your company are listed at The Bombay Stock Exchange,
Mumbai.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign earnings and outgo in accordance with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988, is annexed as Annexure E hereto and forms part of the
Report.
DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions in these
items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
d) Neither the Managing Director nor the Whole Time Director of the
Company receives any remuneration or commission from any of its
subsidiaries.
e) The Company has not offered any Shares during the financial year
under Employee Stock Option/Purchase Scheme.
APPRECIATION
The Directors would like to place on record their gratitude for the
valuable support received from Government of India and Government of
Madhya Pradesh and the Financial Institutions/Banks. They also covey
their appreciation for the continuous support received from vendors,
customers, consultant, auditors and others.
The Directors also wish to place on record their appreciation for the
commitment and efforts of all employees of the Company.
For and on behalf of the Board of
SIDDHARTHA TUBES LIMITED,
Nainesh Sanghvi
Place: Indore (Din No:00006553)
Date : 19/09/2015 Chairman and Managing Director
Mar 31, 2014
The Members,
The Directors take great pleasure in presenting the 29th Annual Report
of your Company together with Audited Accounts for the year ended 31st
March, 2014.
Financial Highlights
(Rs. in Lacs)
2013-2014 2012-2013
Net Sales/Income from operations 19908.08 23528.56
Other Income 249.64 185.16
Total Income 20157.72 23713.72
Total Expenditure '' 20531.31 24930.11
Profit/Loss before Interest 8i Depreciation (373.59) (1216.39)
Less: (a) Interest 114.90 126.99
(b) Depreciation 939.67 1004.24
Exceptional 8i Extraordinary, Items 1768.70 (0.02)
Profit /(Loss) before Tax 340.55 (2347.60)
Provision for taxation - -
Profit / (Loss) after Tax 340.55 (2347.65)
Add : Balance brought forward from previous (22940.14) (20592.49)
year
Balance Carried Forward to Next Year (22599.59) (22940.14)
DIVIDEND
Your Directors express their inability to declare any dividend to
Shareholders.
PERFORMANCE OF THE COMPANY
Operating capacities at your Company''s Production lines - viz Tubes/
Pipes and CR/GP/GC Coils - suffered a decline vis-a-vis the previous
year. While the Tube Mills registered about a 3% decline in Capacity
utilization to 29.31%, utilization at the CR Mill fell to 27.2% from
48.9% in the previous year. The GP/GC line, that has essentially been
run on Job Work for others, remained practically closed during FY14
also. Gross Revenues therefore recorded a decline to Rs.225.19 Crore
(Previous year Rs.265.52 Crore). However, the Company suffered a lower
operating loss (LBDIT) of Rs.373.59 Crore (Previous year Rs.1216.39
Crore) due to relatively better realizations/contributions in the year.
Further, during the year, IFCI stood fully repaid and paid out as per
settlement terms concluded with them, and your Company has hence
accounted for interest and depreciation write back aggregating to
Rs.1517.89 lacs arising therefrom, under its P8iL A/c. As a result of
these Write Backs, net profit for the year stands at Rs.340.55 lacs
(Previous year loss of Rs.2347.65 lacs).
Market Opportunities
Market experts are voicing cautious optimism on prospects of the Steel
Industry in the near term. A decisive mandate in the General Elections
is expected to allow the new Government to quickly focus on
Infrastructure developments and boost demand for Steel. On the other
hand, higher food inflation, rising fuel prices due to political
instability in West Asia, Iron ore mining restrictions, higher
dependency on coking coal imports etc are sure to act as impediments
for the Steel Industry in particular. Thus, your Company expects price
constraints and demand depression to continue and keep operating
margins compressed in the current year also. However, your Company has
an established network of dealers/ stockiest and marketing reach, and
no major bottlenecks or difficulties are envisaged to be encountered
for marketing of its products.
PROJECT IMPLEMENTATION & RESTRUCTURING PACKAGE
Your Company has, since FY09, entered into Negotiated Settlement of
Dues with practically all its Secured Lenders (only one lender remains to
conclude settlement with the Company and negotiations with them are
under way). By end FY14, most of the lenders stand repaid & exited
from the Company and only two lenders are outstanding in the Books,
(who will also stand repaid in due course as per terms agreed/to be
agreed with them). Therefore, as the emphasis and thrust has been on
a repayment of the concluded settlements, the Company has not invested
further into the incomplete 6 Hi CR Mill. Your Company will initiate steps
for completing of this Mill immediately after settlement commitments to
lenders are met and adequate finances tied up for completion & operations
of the 6 Hi CR Mill.
FIXED DEPOSITS
The Company has not accepted any public deposits during the year
under review.
BOARD OF DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of the Articles of Associations of the Company, Mr.
Satish Chandra Mundra, Director(Din No: 00011532), retires by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
Mr. Kiran O. Mehta (Din No:00028884), and Mr. Satish Chandra Mundra(Din
No: 00011532) are Directors whose period of office is liable to
determination by retirement of directors by rotation under the
erstwhile applicable provisions of the Companies Act, 1956. In terms of
Section 149 and other applicable provisions of the Companies Act, 2013,
the aforesaid directors being eligible and offering themselves for
appointment, are proposed to be appointed as Independent Directors
under Section 149 of the Companies Act, 2013, to hold office for five
years as per their terms of appointment mentioned in the notice of the
forth coming Annual General Meeting of the Company.
In the opinion of the Board, Mr. Kiran O. Mehta(Din NO: 00028884) & Mr.
Satish Chandra Mundra(Din NO: 00011532) fulfill the condition specified
in the Companies Act, 2013 and rules made under for their appointment
as Independent Directors of the Company and are independent of the
management.
The proposals regarding the appointment/ reappointment of the aforesaid
Director are placed for your approval. The Board of Directors recommend
their appointment/re-appointment.
Other changes in the Board of Directors of your Company, during the
year under review, are as follows:
Mr. Shubham Shree (Din NO: 06428775) ceased to be Director of the
Company w.e.f May, 30, 2014 consequent to the withdrawal of his
nomination by IFCI Limited.
Mr. K.R. Murthy (Din No.: (00013723) also ceased to be Director of the
Company w.e.f. Dec, 04,2013 consequent upon his resignation from the
Board.
Your Director place on record their deep appreciation for the valuable
services rendered by Mr. Shubham Shree and Mr. K.R. Murthy during their
tenure on the Board.
Ms. Babita Rathore (Din No. 06871372) has been inducted as Additional
Director (Non Executive) of the Company w.e.f. 21/03/2014.
Mr. Satish Mehta (Din No.: 03314561) and Mr. Umesh Dubey (Din No. :
06967808) have been inducted as Additional Directors (Non Executive) of
the Company w.e.f. 14/08/2014.
ISSUE OF SECURITIES
The Company has not issued any securities in the financial year under
review.
AUDITORS & AUDITORS REPORT
M/s Rakesh K. Jain & Associates, Chartered Accountant, Indore who were
appointed as Auditors of the Company for the year 2012-2013, hold
office till the conclusion of the ensuing Annual General Meeting.
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
rules framed there under, it is proposed to appoint M/s Rakesh K. Jain
& Associates as Statutory Auditors of the Company from the conclusion
of the ensuing AGM till the conclusion of 32nd AGM to be held in the
year 2017, subject to annual ratification by members at the Annual
General Meetings.
They have further confirmed that the said appointment if made, would be
within the prescribed limits under Section 141(3) of the Companies Act,
2013 and that they are not disqualified for re-appointment.
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013, the Board in its
meeting held on August 14, 2014 has appointed M/s M Maheshwari &
Associates, Company Secretaries, for conducting Secretarial Audit of
the Company for the FY 2014-15
INSURANCE
All the insurable assets of the Company are adequately insured.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, your Directors hereby state and confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) 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 or loss
of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of concern in providing
safe and healthy environment for all its stake holders, employees,
customers, vendors, business associates and neighborhood.
CORPORATE GOVERNANCE
The detailed Report on Corporate Governance forms a part of this Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDA) of the Company are
discussed elsewhere in this Annual Report.
DEMATERIALISATION OF SECURITIES & INVESTOR SERVICE CENTRE
Nearly 55.96 of total Equity Share Capital is held in dematerialized
form with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN No. allotted to
the Company Share is INE 708B01018.
The securities of your company are listed at The Bombay Stock
Exchange, Mumbai.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign earnings and outgo in accordance with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988, is annexed hereto and forms part of the Report.
PARTICULARS OF EMPLOYEES
The Company does not have any employee in the category as specified
under Section 217(2A) of Companies Act, 1956 (as amended) read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
APPRECIATION
The Directors would like to place on record their gratitude for the
valuable support received from Government of India and Government of
Madhya Pradesh and the Financial Institutions/Banks. They also convey
their appreciation for the continuous support received from vendors,
customers, consultants, auditors and others.
The Directors also wish to place on record their appreciation for the
commitment and efforts of all employees of the Company.
For and on behalf of the Board
Nainesh J. Sanghvi
Place: Indore (DIN N0:00006553)
Dated:14.08.2014 Chairman and Managing Director
Mar 31, 2013
To, The Members,
The Directors take great pleasure in presenting the 28th Annual Report
of your Company together with audited accounts for the year ended
31st March, 2013.
Financial Highlights
(Rs. in Lacs)
2012-2013 2011-2012
Net Sales/Income from operations 23528.56 33239.38
Other Income 185.16 62.76
Total Income 23713.72 33302.14
Total Expenditure 24930.11 32974.49
Profit/Loss before
Interest & Depreciation (1216.39) 327.64
Less: (a) Interest 126.99 97.11
(b) Depreciation 1004.24 1008.99
Exceptional & Extraordinary Items 0.02 2134.79
Profit /(Loss) before Tax (2347.60) 1356.33
Provision for taxation - -
Profit / (Loss) after Tax (2347.60) 1356.33
Add : Balance brought forward
from previous year (20592.49) (21948.82)
Balance Carried Forward to Next Year (22940.09) (20592.49)
- DIVIDEND
Your Directors express their inability to declare any dividend to
Shareholders.
- PERFORMANCE OF THE COMPANY
Capacity utilization at the three production lines of the Company have
been (i) Tubes-32.36% (42.74%), (ii) CR Coils-48.93%(43.90%) and
(iii) GP/GC-6.60% (28.37%). Members may note that the GP/GC line was
essentially run on job work till the third quarter of FY12, and
slowdown in demand associated with poor margins has resulted in job
activities coming to a standstill thereafter. This line has not been
regularly operational since then, while the other two lines - Tube & CR
Coils - have remained operational within Working Capital constraints as
hitherto.
Total revenues stand at Rs.265.52 Crore (Rs.360.33 Crore). The Company
suffered an operating loss (LBIDTA) of Rs. (1216.39) Crore as against
an operating profit of Rs.327.64 in the previous year, essentially due
to substantially lower volumes, irregular production schedules and poor
contributions during the year. Further, net loss stand at Rs. (2347.60)
Crore as against Rs.(759.00) in the previous year. Pertinently, your
Company had accounted for interest & depreciation write back of
Rs.2134.79 Crore in the previous year (due to settlement and pay out of
two of its lenders LIC & IDBI (CRPS)) and after accounting for the
write-back net profit for the previous year stood Rs. 1356.33 Lacs.
During FY13, however, there has been no such write-backs.
- Market Opportunities
Domestic steel producers seem to be heading for a worse -than- expected
market conditions in the second half of the current fiscal FY14. Muted
demand from the Auto Sector, Consumer durables, Infrastructure etc,
sectors, overhang from the economic crisis, rising input costs, threat
from imports etc has already resulted in falling demand and margins for
Steel in the Country. Your Company therefore, similarly expects to face
demand depression in the current year also. However, with an
established marketing and dealer/stockiest network, your Company
expects to meet this depression and maintain its operating levels.
- PROJECT IMPLEMENTATION & RESTRUCTURING PACKAGE
Your Company began the process of reaching settlement with all its
secured lenders sometime in FY09 and -as a result most of its lenders
stand paid out and exited from the Company. Of the remaining three
lenders, two have concluded settlement with your Company and repayment
to them under the settlement are upto date. Your Company expects to
reach amicable settlement terms with the last remaining lender also and
repay them over the negotiated period. Therefore, further investments
into the 6 Hi CR Mill, that forms a part of the diversification
undertaken by the Company, has remained suspended in FY13. Your Company
will take steps for its completion after reaching financial closure
with any Investor/Lender for the purpose.
- FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year under
review, as per Section 58A of the Companies Act, 1956.
- BOARD OF DIRECTORS
Mr. Kiran O. Mehta retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment.
Mr Rajendra Prasad Gupta, Joint Managing Director in Siddhartha Tubes
Limited since its inception expired on Monday 27th May, 2013. Mr.
Shubham Shree has been appointed as Nominee Director of IFCI in place
of Mr. B. K. Roy w.e.f. Saturday 29th June, 2013. Mr. Shreyans Gupta
has been appointed as Executive Director in the Company on Saturday
29th June, 2013.
- ISSUE OF SECURITIES
The Company has not issued any securities in the financial year under
review.
- AUDITORS & AUDITORS REPORT
M/s Rakesh K. Jain & Associates, Chartered Accountant, Indore who were
appointed as Auditors of the Company for the year 2012-2013, hold
office till the conclusion of the ensuing Annual General Meeting.
M/s Rakesh K. Jain & Associates has given their consent for
reappointment for the year 2013 - 2014 if approved by shareholders.
Necessary certificate under Section 224 (1-B) of the Companies Act,
1956 has been received from them confirming their eligibility. The
Board hereby recommends their appointment.
The observations made by the Auditors in their reports & notes forming
part of the accounts, are self-explanatory & do not require further
elucidation.
- INSURANCE
All the insurable assets of the Company are adequately insured.
- COST AUDITORS
Mr. Mihir Turakhia, Cost Accountant, was appointed to conduct cost
audit of the Company for the financial year 2013-2014. They will submit
their report to the Department of Company Affairs, Government of India.
- DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, your Directors hereby state and confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) 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 or loss
of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities; ,
(iv) they have prepared the annual accounts on a going concern basis.
- ENVIRONMENT. HEALTH AND SAFETY
The Company is committed to the highest level of concern in providing
safe and healthy environment for all its stake holders, employees,
customers, vendors, business associates and neighborhood.
- CORPORATE GOVERNANCE
The detailed Report on Corporate Governance forms part of this Annual
Report.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDA) of the Company are
discussed elsewhere in this Annual Report.
- DEMATERIALISATION OF SECURITIES & INVESTOR SERVICE CENTRE
Nearly 55.92 of total Equity Share Capital is held in dematerialized
form with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN No. allotted to
the Company''s Share is INE 708B01018.
The securities of your Company are listed at The Bombay Stock Exchange,
Mumbai and The M.P. Stock Exchange, Indore.
- CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign earnings and outgo in accordance with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988, is annexed hereto and forms part of the Report.
- PARTICULARS OF EMPLOYEES
The Company does not have any employee in the category as specified
under Section 217(2A) of Companies Act, 1956 (as amended) read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
- APPRECIATION
Your Directors place on record their appreciation of the continued
support and co-operation received from the Government of India,
Government of Madhya Pradesh and the Financial Institutions / Banks. We
also thank the vendors, customers, consultants, auditors and others who
have been assisting your Company in the various facets of its
operations.
The Directors also wish to place on record their sincere appreciation
of the employees at all levels for their dedicated contribution towards
the growth of your Company.
For and on behalf of the Board
Place: INDORE Nainesh J. Sanghvi
Dated: 07.09.2013 Chairman and Managing Director
Mar 31, 2012
To, The Members,
The Directors take great pleasure in presenting the 27th Annual Report
of your company together with audited accounts for the year ended 31st
March, 2012.
- Financial Highlights (Rs. in Lacs)
2011-2012 2010-2011
Net Sales/Income from operation 33239.38 24191.90
Other Income 62.76 23.85
Total Income 33302.14 24215.75
Total Expenditure 32974.49 23952.44
Profit/Loss before Interest & Depreciation 327.64 263.31
Less: (a) Interest 97.11 48.08
(b) Depreciation 1008.99 1142.99
Exceptional & Extraordinary Items 2134.79 1461.58
Profit /(Loss) before Tax 1356.33 533.81
Provision for taxation - -
Profit / (Loss) after Tax 1356.33 533.81
Add : Balance brought forward from
previous year (21948.82) (22482.63)
Balance Carried Forward to Next Year (20592.49) (21948.82)
- DIVIDEND
Your Directors express their inability to declare any dividend to
Shareholders.
- PERFORMANCE OF THE COMPANY
The three production lines of the Company viz- Tubes, CR Coils and
GP/GC Coils operated at 42.74% (43.05%), 43.90% (39.92%) and 28.37%
(53.91%) respectively during the year. While utilization at the Tube &
CR mills have been similar to the previous year levels, the Galvanising
line operations got hit due to lower quantities received for job work
during the year and eventual termination of Job agreements towards the
third quarter of the year. Members may recall that the Galvanising line
has, hitherto, essentially been operated on Job Work. Total Revenues
for the year stood at Rs.360.34 Crore (Rs.266.07 Crore). Operating
Profits (EBIDTA) stands at Rs.3.27 Crore (Rs.2.63 Crore). Further,
during the year, two more lenders -viz LIC and IDBI (as CRPS holders)
stood fully repaid as per the terms of settlement reached respectively
with them. Therefore, the write-offs entailed under these settlements
amounting to Rs.21.15 Crore (previous year Rs. 14.92 Crore) have been
written back to the P&L A/c and the resulting Net Profit carried over
to the Balance Sheet stand at Rs.13.56 Crore (Previous year Rs.5.34
Crore).
- Market opportunities
The Indian Steel sector, in the near term faces a threat of impending
slow down, due to various Global factors, economic slowdown, a below
average monsoon etc. The industry is therefore expected to put up a
somewhat subdued performance in the current year, although in the
medium and long term, the underlying note of optimism continues. Your
Company also expects to be able to maintain its operating levels for
the current year. The Company's products continue to enjoy a good
demand, and despite the slowdown, it is only Working Capital
Constraints that restrict operations at the plants. Operating levels
are expected to improve in the near future once necessary finances are
tied up for operations.
- PROJECT IMPLEMENTATION & RESTRUCTURING PACKAGE
Members are aware that the Company has concluded a 'Negotiated
Settlement of Dues' with practically all its lenders and by end FY12,
05 Secured Lenders and IDBI (as CRPS holders) have exited from the
Company. It is expected that similarly the remaining lenders will stand
fully repaid in due course as per the agreed schedule. Meanwhile,
however, the 6 Hi CR Mill remains incomplete, although all other
production facilities are fully operational and running. Your Company
will take steps to complete the 6 Hi Mill as soon as it reaches
financial closure with any Investor/ Lender for this purpose.
- FIXED DEPOSITS
DIRECTORS REPORT'
The Company has not accepted any Fixed Deposits during the year under
review, as per Section 58A of the Companies Act, 1956.
- BOARD OF DIRECTORS
Mr. Satish Chandra Mundra retires by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.
- ISSUE OF SECURITIES
The Company has not issued any securities in the financial year under
review.
- AUDITORS & AUDITORS REPORT
M/s Rakesh K. Jain & Associates, Chartered Accountant, Indore who were
appointed as Auditors of the Company for the year 2011-2012, hold
office till the conclusion of the ensuing Annual General Meeting.
M/s Rakesh K. Jain & Associates has given their consent for
reappointment for the year 2012 - 2013 if approved by shareholders.
Necessary certificate under Section 224 (1-B) of the Companies Act,
1956 has been received from them confirming their eligibility. The
Board hereby recommends their appointment.
These observations made by the Auditors in their reports & notes
forming part of the accounts, are self- explanatory & do not require
further elucidation.
- INSURANCE
All the insurable assets of the Company are adequately insured.
- COST AUDITORS
Mr. Mihir Turakhia, Cost Accountant, was appointed to conduct cost
audit for the Tube Mill of the Company for the financial year
2011-2012. They will submit their report to the Department of Company
Affairs, Government of India.
- DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, your Directors hereby state and confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) 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 or loss
of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
- ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to the highest level of concern in providing
safe and healthy environment for all its stake holders, employees,
customers, vendors, business associates and neighbourhood.
- CORPORATE GOVERNANCE
The detailed Report on Corporate Governance forms part of this Annual
Report.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDA) of the Company are
discussed elsewhere in this Annual Report.
- DEMATERIALISATION OF SECURITIES & INVESTOR SERVICE CENTRE
Nearly 55.84% of total Equity Share Capital is held in dematerialised
form with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN No. allotted to
the Company Share is INE 708B01018.
The securities of your company are listed at The Bombay Stock Exchange,
Mumbai and The M.P. Stock Exchange, Indore.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign earnings and outgo in accordance with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988, is annexed hereto and forms part of the Report.
- PARTICULARS OF EMPLOYEES
The Company does not have any employee in the category as specified
under Section 217(2A) of Companies Act, 1956 (as amended) read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
- APPRECIATION
Your Directors place on record their appreciation of the continued
support and co-operation received from the Government of India and
Government of Madhya Pradesh and the Financial Institutions / Banks. We
also thank the vendors, customers, consultants, auditors and others who
have been assisting your Company in the various facets of its
operations.
The Directors also wish to place on record their sincere appreciation
of the employees at all levels for their dedicated contribution towards
the growth of your Company.
For and on behalf of the Board
Place: INDORE Rajendra Prasad Gupta Nainesh J. Sanghvi
Dated: 07.09.2012 Jt. Managing Director Chairman and Managing Director
Mar 31, 2011
The Directors take great pleasure in presenting the 26th
Annual Report of your Company together with Audited Accounts
for the year ended 31st March, 2011.
Financial Highlights (Rs. in crore)
2010-11 2009-10
Net Sales/Income
from operations 252.21 183.65
Other Income 13.86 17.01
Total Income 266.07 200.65
Total Expenditure 263.48 199.67
Profit/Loss before
Interest & Depreciation 2.59 0.98
Less: (a) Interest 0.48 0.22
(b) Depreciation 11.43 11.82
Earlier year
(expenses)/Income (0.26) (0.03)
Interest Waivers/
Dep. W. Back 14.92 16.47
Profit /(Loss) before Tax 5.34 5.38
Provision for Taxation
Profit / (Loss) after Tax 5.34 5.38
Add :Balance brought forward
from previous year (224.83) (230.21)
Balance Carried
Forward to Next Year (219.49) (224.83)
DIVIDEND
Your Directors express their inability to declare any dividend to
Shareholders.
PERFORMANCE OF THE COMPANY
Your Company has recorded a growth of about 37.33% in its total Income
to Rs. 266.07 Crore (Previous year Rs. 200.65 Crore). The capacity
utilization recorded at its three production lines are: Tubes - 43.05%
(35%), CR Coils - 39.92% (41.08%) and CGL - 53.91% (82.10%). Members
may observe that while the Tube Mills, which are not offered on lease
to others, have recorded improved capacity utilization, the CR & GP/GC
Lines that are essentially run on Job Work, have suffered a decline in
production due to a slowdown in job activities sometime In the third
quarter of FY-11. However, due to improved price realization on the
products sold, operating profits (EBIDTA) of the Company has Improved
to Rs. 2.59 Crore (previous year Rs. 0.98 Crore).
Pertinently, during the year, three more lenders of the Company stood
fully repaid in terms of the settlements reached respectively with
them. Accordingly, the waivers entailed under these respective
settlements stand accounted for in the Company's books, and a sum of
Rs. 14.92 Crore (previous year Rs. 16.47 Crore) has been written back
to the Profit & Loss account. The net profit carried over to the
Balance Sheet (after accounting for waivers) is Rs. 5.34 Crore
(previous year Rs. 5.38 Crore).
Market Opportunities
The buoyancy in the steel markets, witnessed In most of FY-11, Is
widely expected to continue in the years to follow. In the imminent
future, however, manufacturing indexes across the Globe have fallen and
near term demand Is expected to remain weak. Europe's debt crisis, US
political haggling over the nation's debt limit, monetary tightening in
China etc have combined to restrain the Global recovery.
The Indian Economy - including the Steel Sector - cannot remain
isolated arTd the near term outlook looks weak in relation to the
previous period. However, with our economy still expected to grow at
over 8%, and with increasing demand from within the country itself, the
slowdown is expected to make only a small near-term dent in growth of
the Indian Steel Industry. Besides, your Company's products continue to
be in good demand, and future prospects are bright. Your Company
expects to soon resolve issues with the last remaining lender and
tie-up funds for its operations/ incomplete project , that will act as
a trigger for future rapid growth & profitability.
PROJECT IMPLEMENTATION & RESTRUCTURING PACKAGE
All, but one, of the Company's existing lenders, have concluded
"Negotiated Settlement of Dues" (NSD) with your Company. By the end of
FY-11, four of such lenders stand fully paid out, and in respect of the
others, your Company is making periodic repayments under the schedule
agreed respectively with them. It is expected that the last remaining
lender will also fall in line and conclude settlement with your Company
soon. The Company now expects to tie up funds from new lenders/
Investors, and work on the incomplete 6 Hi CR Mill will be resumed
Immediately after obtaining financial commitment from any lender /
investor. Having resolved most of the issues with the existing lenders
your Company is hopeful of now reaching an early financial closure.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposit during the year under
review, as per Section 58A of the Companies Act, 1956.
BOARD OF DIRECTORS
Mr. K.R. Murthy retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment.
Mr.Prakash Ghate has resigned from the Directorship w.e.f 07.09.2011 &
Mr. Satlsh Chandra Mundra has been inducted as an Additional Director
(Independent) w.e.f 07.09.2011.The Directors place their appreciation
on record for the services rendered by Mr. Prakash Ghate during his
tenure on the Board.
ISSUE OF SECURITIES
The Company has not issued any securities in the financial year under
review.
AUDITORS & AUDITORS REPORT
M/s. Rajendra Rajpoot & Co., Chartered Accountants, Indore has carried
out the Statutory Audit of the Company for the Financial Year 2010-
2011. However, they have, however, expressed inability to continue as
Auditors for the financial year 2011-12, due to an Internal
reconstitution of their partnership firm. M/s Rakesh K. Jain &
Associates, Chartered Accountants, have been appointed In their place
(pursuant to receiving their consent u/s 224 (1-B)) for conducting
Statutory Audit during FY 2011-12. Their appointment is subject to
approval of the members in the ensuing AGM of the Company.
The observations made by the Auditors in their reports & notes forming
part of the accounts, are self-explanatory & do not require further
elucidation.
insurance
All the insurable assets of the Company are adequately insured.
COST AUDITORS
Mr. Mihir Turakhla, Cost Accountants, have been appointed to conduct
Cost Audit for the Tube Mill of the Company for the Financial Year
2011-2012. They will submit their report to the Department of Company
Affairs, Government of India.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, your Directors hereby state and confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) 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 or loss
of the Company for that period;
(III) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
ENVIRONMENT. HEALTH AND SAFETY
The Company is committed to the highest level of concern In providing
safe and healthy environment for all Its stake holders, employees,
customers, vendors, business associates and neighbor hood.
CORPORATE GOVERNANCE
The detailed Report on Corporate Governance forms part of this Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDA) of the Company are
discussed elsewhere in this Annual Report.
PEMATERMUSATTONPF SECURITIES & INVESTOR SERVICE CENTRE
Nearly 55.67% of total Equity Share Capital is held In dematerialised
form with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN No. allotted to
the Company Share is INE 708B01018.
The securities of your company are listed at The Bombay Stock Exchange,
Mumbai and The M.P. Stock Exchange, Indore.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign earnings and outgo in accordance with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988, Is annexed hereto and forms part of the Report.
PARTICULARS OF EMPLOYEES
The Company does not have any employee in the category as specified
under Section 217(2A) of Companies Act, 1956 (as amended) read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
APPRECIATION
Your Directors place on record their appreciation of the continued
support and co-operation received from the Government of India and
Government of Madhya Pradesh and the Financial Institutions / Banks.
We also thank the vendors, customers, consultants, auditors and others
who have been assisting your Company In the various facets of its
operations.
The Directors also wish to place on record their sincere appreciation
of the employees at all levels for their dedicated contribution towards
the growth of your Company.
For and on behalf of the Board
Rajendra Prasad Gupta
Jt. Managing Director
Place: INDORE Nainesh J. Sanghvi
Dated: 07.09.2011 Chairman and Managing Director
Mar 31, 2010
The Directors take great pleasure in presenting the 25th Annual Report
of your Company together with Audited Accounts for the year ended 31st
March, 2010.
Financial Highlights (Rs. in crore)
2009-10 2008-09
Net Sales/Income from operations 183.65 193.05
Other income 17.01 11.45
Total Income 200.65 204.49
Total Expenditure 199.67 209.01
Profit/Loss before Interest & Depreciation 0.98 (4.52)
Less: (a) Interest 0.22 0.46
(b) Depreciation 11.82 12.25
Earlier year (expenses) / Income (0.03) (0.06)
Interest Waivers/ Dep. W. Back 16.47 0.00
Profit /(Loss) before Tax 5.38 (17.29)
Provision for Taxation -- 0.05
Profit / (Loss) after Tax 5.38 (17.34)
Add :Balance brought forward from
previous year (230.21) (212.87)
Balance Carried Forward to Next Year (224.83) (230.21)
DIVIDEND
Your Directors express their inability to declare any dividend to
Shareholders.
PERFORMANCE OF THE COMPANY
Your Company registered an improvement in capacity utilization at all
its production lines during the year, contributed largely by an overall
recovery in Global / Indian economy.
The Tube, CR and Galvanising (GP/GC) lines have registered capacity
utilizations of 35.00% (31.31%), 41.08% (28.92%) and 82.10% (55.25%)
respectively (figures in brackets represent corresponding previous year
levels). Operations at the Tube mill, albeit marginally higher,
continued to face Working Capital constraints. The CR &. GP/GC lines,
that essentially carried out job activities for others, however,
recorded improved operating levels due to higher job volumes resulting
from a robust demand for these products.
At the above levels, Gross Revenues for the year stood at Rs.200.65
Crore (Rs.204.49 Crore). The marginal decline in revenues, despite
improved capacity utilization is on account of the relatively lower per
ton (average) price realization during the year vis-a-vis the previous
year. Your Company earned an operating profit (EBDITA) of Rs.98.08 lacs
(previous year loss of Rs.451.79 lacs) from its operations.
Members are also informed that in accordance with a settlement reached
with UTI, in respect of Non Convertible Debentures allotted to them,
your Company/Promoters has fully repaid the said settled amount during
the year and the residual outstandings against their names has been
written off. Consequently, a sum of Rs. 16.47 Crore has been written-
back to the Profit & Loss Account. The Net Profit carried over to
Balance Sheet is Rs.5.38 Crore (Previous year loss of Rs.17.34 Crore).
MARKET OPPORTUNITIES
AH estimates points to the Steel Industry in India moving from strength
to strength. In a recent estimate by the Ministry of Steel, India is
expected to become the second largest steel producer by 2012, by more
than doubling its capacity to 124 mn tones in order to support the
estimated overall infrastructure development. Further, the Ministry has
also projected that over the next five years, demand will grow at a
higher average growth rate of 10% as compared to around 7% growth
achieved between 1991-92 and 2005-06. Similarly, another estimate
prepared by the World Steel Association - a body that represents Major
Steel Producers in the world and whose members account for over 85% of
the worlds steel - has forecast Steel demand In India to grow by over
13.7% p.a. in 2010 & 2011 as against about 7.7% recorded last year, and
the momentum is expected to be maintained even thereafter. The world
steel demand is also expected by them to grow by 5.3% during 2011.
The rebound is also expected to fuel a sharp rise in steel prices this
fiscal. With economic and steel market conditions becoming more
favourable and the steel producers needing to recover the rise in input
costs, steel prices will get a further fillip, and steel producers
stand to improve their bottom-lines further.
All this augers well for your Companys future prospects. Your Company
sees enough market opportunities, which can be tapped as soon as
financial stability is established on amicably resolving issues with
the existing lenders.
PROJECT IMPLEMENTATION & RESTRUCTURING PACKAGE
Your Company has made strenuous efforts to reach amicable settlement
and/or restructuring terms with its existing secured creditors. Members
may recall that since last year, some lenders to the Company have
desired to reach a Settlement of Dues with the Company, as the
restructuring-cum-funding scheme approved under the CDR mechanism could
not be put in place on account of certain issues between the lenders/
Company. Your Company has accordingly concluded settlement with 07
lenders so far and is in serious negotiations with the remaining three
lenders for reaching amicable terms with them also. Your Company is
also negotiating with a few Investors/Lenders for tying up necessary
resources for its 6 Hi CR mill and operations thereof, and expects the
process to speed up once the remaining lenders also reach settlement
with the Company.
FIXED. DEPOSITS
The Company has not accepted any Fixed Deposits during the year under
review, as per Section 58A of the Companies Act, 1956.
BOARD OF DIRECTORS
Mr. Kiran O. Mehta retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re- appointment.
ISSUE OF SECURITIES
The Company has not issued any securities in the financial year under
review.
AUDITORS & AUDITORS REPORT
M/s Rajendra Rajpoot & Co., Chartered Accountant, Indore who were
appointed as Auditors of the Company for the year 2009- 2010, hold
office till the conclusion of the ensuing Annual General Meeting.
M/s Rajendra Rajput & Co. have given their consent for reappointment
for the year 2010 - 2011 if approved by shareholders. Necessary
certificate under Section 224 (1-B) of the Companies Act, 1956 has been
received from them confirming their eligibility. The Board hereby
recommends their appointment.
The observations made by the Auditors in their report and notes forming
part of the accounts, are self-explanatory and do not require further
elucidation.
INSURANCE
All the insurable assets of the Company are adequately insured.
COST AUDITORS
Mr. Mihir Turakhia, Cost Accountant, was appointed to conduct cost
audit for the Tube Mill of the Company for the financial year
2010-2011. They will submit their report to the Department of Company
Affairs, Government of India.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, your Directors hereby state and confirm that: .
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) 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 or loss
of the Company for that period;
(III) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
CORPORATE GOVERNANCE
The detailed Report on Corporate Governance forms part of this Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report (MDA) of the Company are
discussed elsewhere in this Annual Report.
DEMATERIALISATION OF SECURITIES & INVESTOR SERVICE CENTRE
Nearly 55.07% of total Equity Share Capital is held in dematerialised
form with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). The ISIN No. allotted to
the Companys Share is INE 708B01018.
The securities of your company are listed at The Bombay Stock Exchange,
Mumbai and The M.P. Stock Exchange, Indore.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption, foreign earnings and outgo in accordance with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules 1988, is annexed hereto and forms part of the Report.
PARTICULARS OF EMPLOYEES
The Company does not have any employee in the category as specified
under Section 217(2A) of Companies Act, 1956 (as amended) read with
Companies (Particulars of Employees) Rules, 1975 (as amended).
APPRECIATION
Your Directors place on record their appreciation of the continued
support and co-operation received from the Government of India and
Government of Madhya Pradesh and the Financial Institutions / Banks. We
also thank the vendors, customers, consultants, auditors and others who
have been assisting your Company in the various facets of its
operations.
The Directors also wish to place on record their sincere appreciation
of the employees at all levels for their dedicated contribution towards
the operations of your Company.
For and on behalf of the Board
R.P. Gupta
Jt. Managing Director
Place: INDORE Nainesh J. Sanghvi
Dated: 07.09.2010 Chairman and Managing Director