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Directors Report of Suraj Products Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their Report on the business and operations of your Company along with the Audited Accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS :

Current Year Previous Year PARTICULARS (Rs. In Lac) (Rs. In Lac)

(i) Sales and other income 9788.10 8323.08

(ii) Profit before depreciation 435.38 434.54

(iii) Depreciation 263.83 305.72

(iv) Profit for the year 171.56 128.82

(v) Provision for tax 56.88 50.10

(vi) Profit after tax 114.69 78.72

(vii) Profit brought forward from the previous year 1007.60 963.16

(viii) Profit available for appropriation 1122.28 1041.88

(ix) Proposed Dividend 51.31 29.50

(x) Tax on Proposed Dividend 8.95 4.78

(xi) Surplus carried to Balance Sheet 1062.02 1007.60

OPERATIONS :

During the year, the Company produced 28,703 MT and sold 29,566 MT of sponge iron compared to previous year''s production of 24,712 MT and sales of 24,204 MT. The company produced 11,664 MT and sold 11,668 MT of Pig Iron as compared to last year''s production of 9,334 MT and sales of 9,269 MT.

DIVIDEND :

The Board has recommended dividend at 6 % (Six percent) per share i.e. Rs. 0.60 on prorata basis (Previous year Rs. 0.50) per equity share for the year ended 31st March, 2014. The dividend if approved by the shareholders will be paid to those members whose name appears on the Register of Members on the record date. The total outgo on account of Dividend (ex-taxes) will be Rs. 51.31 Lac compared to previous year figure of Rs. 29.5 Lac.

SHARE CAPITAL :

During the year under review, your Company has allotted on preferential allotment basis 55,00,000 (Fifty Five Lacs) Ordinary (Equity) shares of Rs. 10/- each at a price of Rs. 20/- per Equity Share (including a premium of Rs. 10/- per share) to promoters and strategic investors in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time. Consequently, the Issued, Subscribed and paid up Share Capital of the Company stood at Rs. 11,40,00,000/- comprising of 1,14,00,000 Ordinary (Equity) Shares of Rs. 10/- each fully paid-up. During the year the Authorized Share Capital of the Company has been increased from Rs. 600,00,000 (Rupees Six Crores only) divided into 60,00,000 Equity Shares of Rs. 10/- to Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 Equity Shares of Rs. 10/- each by creation of 60,00,000 Equity Shares of Rs. 10/-.

DIRECTORS:

Mrs. Sunita Dalmia (DIN- 00605973), Non-Executive Promoter Director who is liable to retire by rotation at the ensuing Annual General meeting and, being eligible, offer herself for re-appointment. Your Directors recommend her reappointment.

SECRETARIAL AUDITOR:

The company has appointed L.N.Panda & Associates, Company Secretaries, Rourkela, Odisha (under Section 204 of Companies Act 2013) for the financial year 2014-15. Mr. L.N.Panda has submitted his consent letter along the eligibility certificate under section 141(3) (g) of companies Act 2013, for the year 2014-15.

AUDITORS REPORT & AUDITORS'' OBSERVATION:

There is no audit qualification in the Company''s financial statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors'' Report enclosed are self-explanatory and do not call for any further comments.

AUDITORS:

M/s Rustagi & Co., Chartered Accountants (Reg. No.301094E), Kolkata retires at the ensuing Annual General Meeting and has given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013.

LISTING:

The shares of the Company are listed at Bombay Stock Exchange. The Scrip Code at BSE is 518075. The shares of the Company are also listed at Calcutta Stock Exchange Limited. The Scrip Code at CSE is 13054.

The respective listing fees for the above Stock Exchanges up to the year 2014-15 have been paid.

RECONCILIATION OF SHARE CAPITAL:

As directed by Securities Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out quarterly by a practicing Company Secretary. The findings of the Reconciliation of Share Capital were satisfactory.

PERSONNEL :

The Provision of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn remuneration in excess of the limits specified therein.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company Confirm that;

(i) in the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departures from the same;

(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 or loss of the company for that period.

(iii) the Directors have taken proper and sufficient care, to the best of their for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in annexure ''A'' forming part of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this annual report:

(i) Report on Corporate Governance - (Annexure ''B'');

(ii) Management Discussion & Analysis Report - (Annexure ''C'').

AUDITORS:

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs Rustagi & Company, Chartered Accountants (Reg. No.301094E), Kolkata, the existing Auditors of the Company have given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and other business associates including various agencies of the Central and State Governments and Bankers.

On behalf of the Board of Directors

Place: Barpali Y. K. Dalmia Date: 09.08.2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting their Report on the business and operations of your Company along with the Audited Accounts of the company for the year ended 31st March 2013.

FINANCIAL RESULTS:

Current Year Previous Year PARTICULARS (Rs. In Lac) (Rs. In Lac)

(i) Sales and other income 8323.08 9331.48

(ii) Profit before depreciation 434.54 515.68

(iii) Depreciation 305.72 325.79

(iv) Profit for the year 128.82 189.89

(v) Provision for tax 50.10 56.56

(vi) Profit after tax 78.72 133.33

(vii) Profit brought forward from the previous year 963.16 891.54

(viii) Profit available for appropriation 1041.88 1024.87

(ix) Proposed Dividend 29.50 53.10

(x) Tax on Proposed Dividend 4.78 8.61

(xi) Surplus carried to Balance Sheet 1007.60 963.16

OPERATIONS:

During the year, the Company produced 24712 MT and sold 24204 MT of sponge iron compared to previous year''s production of 30532 MT and sales of 29834 MT. The Company produced 9334 MT and sold 9269 MT of Pig iron as compared to last year''s production of 9978 MT and sales of 10079MT. The production continues to suffer for raw material constraints due to mining problem.

DIVIDEND:

The Board has recommended dividend at 5 % (Five percent) per share i.e. Rs. 0.50 (Previous year Rs. 0.90) per equity share for the year ended 31st March, 2013. The dividend if approved by the shareholders will be paid to those members whose name appears on the Register of Members on the record date. The total outgo on account of Dividend (ex-taxes) will be Rs. 29.5 Lac compared to previous year figure of Rs. 53.10 Lac.

FINANCE:

The market for steel has remained sluggish and therefore sponge iron market was subdued. The price of sponge iron decreased in the later part of the year. Earning per share has decreased to Rs. 1.33 as compared to previous year (Rs. 2.26) In order to meet the long term working capital requirements; it is proposed to make issue of equity shares on preferential allotment basis to promoters and strategic investors.

DIRECTORS:

Sri R.PAgarwal who retires by rotation & being eligible offer himself for re-appointment. Sri Y.K.Dalmia has been reappointed as the Chairman of the Company for a period of five years with effect from September 01, 2013 subject to the approval of share holders at the ensuing Annual General Meeting.

LISTING:

The shares of the Company are listed at Bombay Stock Exchange. The Scrip Code at BSE is 518075. The shares of the Company are also listed at Calcutta Stock Exchange Limited. The Scrip Code at CSE is 13054.

The respective listing fees for the above Stock Exchanges up to the year 2013-14 have been paid.

RECONCILIATION OF SHARE CAPITAL:

As directed by Securities Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out quarterly by a practicing Company Secretary. The findings of the Reconciliation of Share Capital were satisfactory.

PERSONNEL:

The Provision of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn remuneration in excess of the limits specified therein.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company Confirm that;

(i) in the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departures from the same;

(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 or loss of the company for that period.

(iii) the Directors have taken proper and sufficient care, to the best of their for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in annexure ''A'' forming part of this report.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this annual report:

(i) Report on Corporate Governance - (Annexure ''B'');

(ii) Management Discussion & Analysis Report - (Annexure ''C'').

AUDITORS:

The members are requested to appoint the Auditors for the current year and fix their remuneration. Messrs Rustagi & Company, Chartered Accountants, Kolkata, the existing Auditors of the Company have furnished the certificate of their eligibility for reappointment under Section 224 (1) of the Companies Act, 1956.

COST AUDITOR:

As per the Companies (Cost Accounting Records) Rules 2011, the Company filled the Cost Audit Report along with Cost Compliance Report for the financial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, appointed M/S Tanmaya S. Pradhan & Co. Cost Accountants, bearing firm registration No. 000177, as cost auditor for conducting the cost audit for the financial year 2013-14 in place of the existing Cost auditor, M/S Ray, Nayak & Associates, who have furnished No objection Certificate in regard to above appointment.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors place on record their appreciation of the continued support, cooperation and assistance from our shareholders, customers, suppliers, employees and other business associates including various agencies of the Central Government and State Governments and Bankers.

On behalf of the Board of Directors

Place: Barpali Y. K. Dalmia

Dated: the 28th day of August, 2013 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report along with the Audited Accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS: Current Previous

Year Year

(Rs. In Lac) (Rs. In Lac)

(i) Sales and other income 5604.72 6189.35

(ii) Profit before depreciation 531.27 433.32 (iii) Depreciation 325.90 231.80

(iv) Profit for the year 205.37 201.52

(v) Provision for tax 64.00 72.96

(vi) Profit aftertax 141.37 128.55

(vii) Profit brought forward from the previous year 745.66 617.10

(viii) Profit available for appropriation 887.02 745.66

(ix) Proposed Dividend 41.30 -

(x) Tax on Proposed Dividend 7.02 -

(xi) Surplus carried to Balance Sheet 838.70 745.66

OPERATIONS

During the year, the Company produced 24367 MT of sponge iron compared to 21285 MT of previous year. The production of Pig Iron for the year was 8612 MT as compared to last years production of 4594 MT. The production was constrained due to difficulty in procurement of desired grade of raw materials i.e. coal & iron and adverse logistic conditions from mines area during the year.

Sales of Sponge iron during the year totaled to 24729 MT compared to 21116 MT of previous year. Pig iron sales during the year totaled to 8485 MT in comparison to last years sale of 4890 MT. Companys focus on the quality consistency and better marketing strategies contributed to higher profitability. The same resulted to an EPS of Rs. 2.40.

DIVIDEND

Your Directors recommend payment of maiden dividend at 7% (seven percent) i.e. Re. 0.70 per equity share for the year ended 31st March, 2010. The dividend if approved will be paid to those members whose name appears on the Register of Members on the record date.

DIRECTORS

Sri S.N. Kabra retires by rotation & being eligible offer himself for re-appointment and Mr. Dillip Kumar Agarwal has resigned from the Board effective from 01.07.2010.

LISTING:

The company has received in-principle approval for revocation of suspension in trading in the Companys shares from Bombay Stock Exchange Ltd. The Company has completed all the requirements of the Bombay Stock Exchange and trading in Companys shares are likely to be resumed shortly. The shares of the Company are also listed at Calcutta Stock Exchange Limited and Bhubaneswar Stock Exchange Limited. Board has approved at its meeting held on 30.07.2010 for delisting of shares from Bhubaneswar Stock Exchange Ltd. voluntarily to save resources.

PERSONNEL

The Provision of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975 as amended are not applicable to the company as no employee has drawn remuneration in excess of the limits specified therein.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company

Confirm that;

(i) In the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departure from the same;

(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 or loss 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 provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on going concern basis.

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

The prescribed details as required under section 217(1) (e) of the Companies (Disclosure of Particulars on the report of Board of Directors) Rules 1988 are set out in annexure A forming part of this report.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this annual report

(i) Report on Corporate Governance - (Annexure B);

(ii) Management Analysis Report - (Annexure C).

AUDITORS

The Auditors, M/s Rustagi & Company, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, are eligible, for reappointment.

ACKNOWLEDGEMENT

Your Directors are pleased to place their sincere appreciation for the continued co-operation, guidance, support and assistance provided during the year by Canara Bank, SIDBI, Government Authorities, Shareholders, Customers and suppliers. They take this opportunity to record their appreciation of the contribution made by all the employees to the operations of the company during the year.



On behalf of the Board of Directors

Place : Barpali Y. K. DALMIA

Date: 30.07.2010 Chairman



 
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