Mar 31, 2014
Dear Members,
The Board of Director presents its 39th Annual Report of the Company
together with its Audited Accounts for the financial year ended 31st
March 2014.
FINANCIAL RESULTS:
The financial results of the Company for the year ended March 31,2014
are summarized as follows :
(Rs. in Lakhs)
PARTICULARS For the For the
F.Y 2013-14 F.Y 2012-13
Gross Sales and Other Income 2671.76 5831.59
Profit/Loss(-) before Interest,
Depreciation & Taxation (-)520.86 (-)487.46
Interest and financial charges 416.54 477.11
Profit/Loss(-) before depreciation (-)934.40 (-)964.57
Depreciation 85.34 180.71
Profit /Loss (-) before tax (-)1019.74 (-)1145.28
Provision for Income Tax 0.00 0.00
Profit /Loss (-) after taxation (-)1019.74 (-)1145.28
1. FINANCIAL AND OPERATIONAL REVIEW :
The performance of the Company during the year under review has been
very weak and poor, resulting in a loss of Rs. 1019.74 lakhs. The
reasons of this deteriorations are mainly as below.
1) Demand slowdown remain continued through out the year under review
from auto and power sector.
2) After abnormal increase in natural gas (fossil fuels) price to the
extent of almost 300%, the company has to close its melting operations,
based on gas, which has affected about 75% capacity of melting
division.
3) High interest rate burden on credit facilities from Bank has very
high finance cost, which had not been recovered in lower capacity
utilisation.
4) CAPEX project over-run cost and immediate demand recession
continuity has adverse impact on the bottom line of the financial
results.
5) Liquidity crunch due to continuous losses and repayment of term loan
caused badly to the working capital and ultimate very negative effect
on the operations.
6) Employees cost could not be under control and overcome in the above
all adverse situation through out the year.
There is a concerns relating to the company''s ability to service huge
debts and no clear signs of improvements in demand at the price which
is cost recoverable. While interest outgo is higher, the company is
unable to generate enough earning to service the debt and repayment
obligations.
2. DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review on account of huge accumulated losses.
3. FIXED DEPOSITS:
The Company has not accepted any deposits so far within the meaning of
Section 58A of the Companies Act, 1956 and hence the information in
respect of matured and claimed but remained unpaid deposits may please
be treated as NIL.
4. LISTING WITH STOCK EXCHANGES :
The Shares of the Company are listed on the Bombay Stock Exchange Ltd
(BSE) & Vadodara Stock Exchange Ltd.
5. DIRECTORS :
During the year under review, Shri G.D. Raval - Technical Director and
Shri G.D. Singi - Director ceased to be a Director. The Board of
Director Placed on record of his appreciation on the valuable services
rendered by them during their tenure as a member of the Board.
Shri Manoj Khetan shall retire by rotation as Directors pursuant to the
provision of Article 153 of the Articles of Association read with
Section 152 of the Companies Act, 2013, at this Annual General Meeting
and eligible offer themselves for re-appointment.
Your directors recommend that the resolution relating to re-appointment
of Shri Manoj Khetan as Director of the Company be passed.
6. AUDITORS:
M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire
at the conclusion of this Annual General Meeting and have made
necessary declaration regarding their eligibility pursuant to the
provisions of section 141(3)(G) of the Companies Act, 2013. They are
consequently eligible for re-appointment.
Members are requested to re-appoint the Auditors and authorize the
Board of Directors to fix their remuneration.
7. COMPANY SECRETARY: Compliance Certificate
In accordance with Section 383A of the Companies Act, 1956 the
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a certificate from a Company Secretary in whole time practice
confirming that the company has complied with all the provisions of the
Companies Act, 1956 and a copy of such certificate is kept on record.
8. Cost Audit Report:
As per Cost Audit Order by The Ministry of Corporate Affairs (MCA) it
is mandatory to obtain cost audit Report. Accordingly, in terms of the
above order and pursuant to the provision of section 233B of the
Companies Act - 1956, your directors have appointed K.C. Moondra &
Associates, Bhilwara (Raj.) Cost Auditor to issue Cost Audit Report.
Cost Audit Report for FY 2013-14 is yet to be placed before the Board.
9. DISCLOSURES:
(a) Particulars of employees:
There is no employee covered under the provision of section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended and hence the information may be
treated as NIL.
(b) Disclosure Pursuant to Section 217(1)(e):
Due to increase in fossils fuel (natural gas) price the management is
examining to switch over to power saving induction furnaces.
(c) Safety, Pollution & Environmental Control:
The safety record of your Company remained satisfactory. The Company is
making all out efforts to maintain the safety records and observing the
norms for pollution and controlling environments as per the
requirements of the Gujarat Pollution Control Board (GPCB).
(d) Conservation of Energy, Technology Absorption, Research &
Development:
Particulars required to be disclosed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 are given
in the Annexure to the report.
10. INDUSTRIAL RELATIONS:
Human resources are considered as the valuable assets of the
organisation and is given utmost importance, as a result of which, the
co-operation and understanding between the workmen and management is
cordial. Your Directors wish to place on record the co- operation
extended by the employees at all levels for achieving the objectives of
your Company and expect that such cordial relations will be maintained
in future also.
11. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility, it is hereby
stated that:
(I) in the preparation of the accounts for the financial year ended
31st March 2014, the applicable Accounting Standards have been followed
and that there are no material departures from the same.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 ended 31st March 2014
and of the profit and loss of the Company for the year under review.
(iii) the Directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records for the year ended 31st March 2014 in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for prevention and detection of fraud and
other irregularities.
(Iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31st March 2014 on a "going concern" basis.
12. ACKNOWLEDGMENT:
Your Directors wish to place on record with its deep appreciation for
the unstinted support and co-operation that the Company received from
suppliers and other associated with the Company as its business
partners. The Board of Directors would like to express their grateful
appreciation for the assistance and co-operation received from our
Banker''s - Bank of Baroda .The Board wishes to place on record their
deep sense of appreciation for the commitment, continued support and
co-operation of the employees of the Company.
The Directors also take this opportunity to express their sincere
thanks to the State and Central Government Departments, Insurance
Companies, Contractors, valued Customers, Suppliers for having actively
lent their support to the Company from time to time. The Directors are
also grateful to the shareholders of the Company for their confidence
and faith reposed by them in the Company. Your Director also wish to
place on record their deep sense of appreciation for the committed
services by the Executives, Staff and Workers of the Company.
on behalf of the Board
Ankleshwar O. P. Khetan
30th June 2014 Managing Director
Mar 31, 2013
To the Members,
The Board of Director presents its 38th Annual Report of the Company
together with its Audited Accounts for the financial year ended 31st
March 2013.
FINANCIAL RESULTS:
The financial results of the Company for the year ended March 31,2013
are summarised as follows:
(Rs.in Lakhs)
PARTICULARS For the For the
F.Y 2012-13 FY. 2011-12
Gross Sales and Other Income 5831.59 7400.07
Profit/Loss(-) before Interest,
Depreciation & Taxation (-)471.41 301.33
Interest and financial charges 493.16 339.29
Profit/Loss(-) before depreciation (-)964.57 (-)37.96
Depreciation 180.71 110.32
Profit /Loss (-) before tax (-)1145.28 (-)148.28
Provision for Income Tax 0.00 0.00
Profit/Loss (-) after taxation (-)1145.28 (-)148.28
1. FINANCIAL AND OPERATIONAL REVIEW:
The performance of the Company during the year under review has been
very weak and poor, resulting in a loss of Rs.1145.28 lakhs. The reasons
of this deteriorations are mainly as below.
1) Demand slowdown remain continued through out the year under review
from auto and power sector.
2) After abnormal increase in natural gas (fossil fuels) price to the
extent of almost 300%, the company has to close its melting operations,
based on gas, which has affected about 65% capacity of melting
division.
3) High interest rate burden on credit facilities from Bank has very
high finance cost, which had not been recovered in lower capacity
utilisation.
4) CAPEX project over-run cost and immediate demand recession
continuity has adverse impact on the bottom line of the financial
results.
5) Liquidity crunch due to continuous losses and repayment of term loan
caused badly to the working capital and ultimate very negative effect
on the operations.
6) Employees cost could not be under control and overcome in the above
all adverse situation through out the year.
There is a concerns relating to the company''s ability to service huge
debts and no clear signs of improvements in demand at the price which
is cost recoverable. While interest outgo is higher, the company is
unable to generate enough earning to service the debt and repayment
obligations.
2. DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review on account of huge accumulated losses.
3. FIXED DEPOSITS:
The Company has not accepted any deposits so far within the meaning of
Section 58A of the Companies Act, 1956 and hence the information in
respect of matured and claimed but remaine''d unpaid deposits may please
be treated as NIL.
4. LISTING WITH STOCK EXCHANGES:
The Shares of the Company are listed on the Bombay Stock Exchange Ltd
(BSE) & Vadodara Stock Exchange
5. DIRECTORS :
Shri O.P.Khetan and Shri Ashok Khetan shall retire by rotation as
Directors pursuant to the provision of Article 153 of the Articles of
Association read with Section 255 of the Companies Act, 1956, at this
Annual General Meeting and eligible offer themselves for re-
appointment.
Your directors recommend that the resolution relating to re-appointment
of Shri O.P.Khetan and Shri Ashok Khetan as Directors of the Company be
passed.
6. AUDITORS:
M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire
at the conclusion of this Annual General Meeting and have made
necessary declaration regarding their eligibility pursuant to the
provisions of section 224(1 B) of the Companies Act, 1956. They are
consequently eligible for re-appointment.
Members are requested to re-appoint the Auditors and authorize the
Board of Directors to fix their remuneration.
7. COMPANY SECRETARY: Compliance Certificate
In accordance with Section 383Aof the Companies Act, 1956 the Companies
(Compliance Certificate) Rules, 2001, the Company has obtained a
certificate from a Company Secretary in whole time practice confirming
that the company has complied with all the provisions of the
CompaniesAct, 1.956 and a copy of such certificate is kept on record.
8. COST AUDIT- COMPLIANCE REPORT:
As per Cost Audit Order by The Ministry of Corporate Affairs (MCA) it
is mandatory to obtain cost audit compliance report. Accordingly, in
terms of the above order and pursuant to the provision of section 233B
of the Act, your directors have appointed Cost Auditor to issue
Compliance Report. Such compliance report for FY 2012-13 is yet to be
placed before the Board.
9. DISCLOSURES:
(a) Particulars of employees:
There is no employee covered under the provision of section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended and hence the information may be
treated as NIL.
(b) Disclosure Pursuant to Section 217(1 )(e):
Due to increase in fossils fuel (natural gas) price the management is
examining to switch over to power saving induction furnaces.
(c) Safety, Pollution & Environmental Control:
The safety record of''your Company remained satisfactory. The Company is
making all out efforts to maintain the safety records and observing the
norms for pollution and controlling environments as per the
requirements of the Gujarat Pollution Control Board (GPCB).
(d) Conservation of Energy, Technology Absorption, Research &
Development:
Particulars required to be disclosed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 are given
in the Annexure to the report.
10. INDUSTRIAL RELATIONS:
Human resources are considered as the valuable assets of the
organisation and is given utmost importance, as a result of which, the
co-operation and understanding between the workmen and management is
cordial. Your Directors wish to place on record the co- operation
extended by the employees at all levels for achieving the objectives of
your Company and expect that such cordial relations will be maintained
in future also.
11. DIRECTORS''RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility, it is hereby
stated that:
(i) in the preparation of the accounts for the financial year ended 31
st March 2013, the applicable Accounting Standards have been followed
and that there are no material departures from the same.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 ended 31 st March 2013
and of the profit and loss of the Company for the year under review.
(iii) the Directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records for the year ended 31st March 2013 in accordance
with the provisions of the CompaniesAct, 1956 for safeguarding the
assets of the Company and for prevention and detection of fraud and
other irregularities.
(Iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31s'' March 2013 on a "going concern''basis.
12. ACKNOWLEDGMENT:
Your Directors wish to place on record with its deep appreciation for
the unstinted support and co-operation that the Company received from
suppliers and other associated with the Company as its business
partners. The Board of Directors would like to express their grateful
appreciation for the assistance and co-operation received from our
Banker''s - Bank of Baroda. .The Board wishes to place on record their
deep sense of appreciation for the commitment, continued support and
co-operation of the employees of the Company.
The Directors also take this opportunity to express their sincere
thanks to the State and Central Government Departments, Insurance
Companies, Contractors, valued Customers, Suppliers for having actively
lent their support to the Company from time to time. The Directors are
also grateful to the shareholders of the Company for their confidence
and faith reposed by them in the Company. Your Director also wish to
place on record their deep sense of appreciation for the committed
services by the Executives, Staff and Workers of the Company.
on behalf of the Board
Ankleshwar O.P.Khetan
10th July 2013 Managing Director
Mar 31, 2012
To the Members,
The Directors have pleasure in presenting the 37th Annual Report of the
Company together with its Audited Accounts for the financial year ended
31st March 2012.
FINANCIAL RESULTS:
The financial results of the Company for the year ended March 31,2012
are summarised as follows:
(Rs. in Lakhs)
PARTICULARS For the For the
F.Y 2011-12 F.Y. 2010-11
Gross Sales and Other Income 7400.07 7856.09
Profit before Interest, Depreciation
& Taxation 301.33 469.91
Interest and financial charges 339.29 294.41
Profit/Loss(-) before depreciation (-)37.96 175.50
Depreciation 110.32 130.78
Profit /Loss (-) before tax (-)148.28 44.72
Provision for Income Tax 0.00 14.15
Profit /Loss (-) after taxation (-)148.28 30.56
1. FINANCIAL AND OPERATIONAL REVIEW:
The performance of the Company during the year under review has been
very challenging, resulting in a loss of Rs.148.28 lakhs. The reason of
this deteriorations are mainly as below.
1) After successful completion of the High Pressure Moulding Line for
the Auto Sector, there has been a demand slow down in Commercial
Vehicles since last 7-8 months and due to that the envisaged result
could not be achieved.
2) In foundry, the melting operations are, at preliminary stage consume
lot of gas and the price of the Natural Gas has been volatile and as on
today the increase is about more than 200% due to falling rupee. Hence,
the operations has become unviable.
3) During the period, the rising interest rate has increased overall
burden by 4.5% and this has increased our financing cost to a
unbearable level.
4) The slowdown in the segments of the economy, where our castings are
used are mainly power and auto sector and the same is passing through a
severe slow down. Hence, our sales are not cost recoverable.
During the year under review, your Company had issued and allotted
176500 equity shares of Rs.10/- each fully paid-up to the Promoters at
premium, who were holding warrants in past, duly converted into equity
shares . Consequently, the issued, subscribed and paid-up equity share
capital of your company as on 31st March 2012 stood atRs. 26965000,
comprising of 2696500 equity shares of Rs.10/-each.
To overcome the shortage of workers and to enhance quality of the
product part automization in the area of moulding division by CAPEX has
been undertaken in recent past. Total capital expenditure uptodate
including pre-operative interest capitalised stands atRs. 13.40 crores,
during the FY 2011-12. CAPEX project is under progress for commercial
production.
2. DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review on account of cash loss and CAPEX programme is
under progress.
3. FIXED DEPOSITS:
The Company has not accepted any deposits so far within the meaning of
Section 58A of the Companies Act, 1956 and hence the information in
respect of matured and claimed but remained unpaid deposits may please
be treated as NIL.
4. LISTING WITH STOCK EXCHANGES :
The Shares of the Company are listed on the Bombay Stock Exchange Ltd
(BSE)
5. DIRECTORS:
Shri G.D.Singi and Shri Manoj Khetan shall retire by rotation as
Directors pursuant to the provision of Article 153 of the Articles of
Association read with Section 255 of the Companies Act, 1956, at this
Annual General Meeting and eligible offer themselves for re-
appointment.
Your directors recommend that the resolution relating to re-appointment
of Shri G.D.Singi and Shri Manoj Khetan as Directors of the Company be
passed.
6. AUDITORS:
M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire
at the conclusion of this Annual General Meeting and have made
necessary declaration regarding their eligibility pursuant to the
provisions of section 224(1 B) of the Companies Act, 1956. They are
consequently eligible for re-appointment.
Members are requested to re-appoint the Auditors and authorize the
Board of Directors to fix their remuneration.
7. COMPANY SECRETARY: Compliance Certificate
In accordance with Section 383Aof the Companies Act, 1956 the Companies
(Compliance Certificate) Rules, 2001, the Company has obtained a
certificate from a Company Secretary in whole time practice confirming
that the company has complied with all the provisions of the Companies
Act, 1956 and a copy of such certificate is kept on record.
8. Cost Audit-Compliance Report:
During the year under review, the Ministry of Corporate Affairs (MCA)
has issued cost audit order and making it mandatory. Accordingly, in
terms of the above order and pursuant to the provision of section 233B
of the Act, your directors have appointed Cost Auditor to issue
Compliance Report. Such compliance report for FY 2011 -12 is yet to be
placed before the Board.
9. DISCLOSURES:
(a) Particulars of employees:
There is no employee covered under the provision of section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended and hence the information may be
treated as NIL.
(b) Disclosure Pursuant to Section 217(1)(e):
Due to increase in fossils fuel (natural gas) price the management is
examining to switch over to power saving induction furnaces.
(c) Safety, Pollution & Environmental Control:
The safety record of your Company remained satisfactory. The Company is
making all out efforts to maintain the safety records and observing the
norms for pollution and controlling environments as perthe requirements
of the Gujarat Pollution Control Board (GPCB).
(d) Conservation of Energy, Technology Absorption, Research &
Development:
Particulars required to be disclosed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 are given
in the Annexure to the report.
10. INDUSTRIAL RELATIONS:
Human resources are considered as the valuable assets of the
organisation and is given utmost importance, as a result of which, the
co-operation and understanding between the workmen and management is
cordial. Your Directors wish to place on record the co- operation
extended by the employees at all levels for achieving the objectives of
your Company and expect that such cordial relations will be maintained
in future also.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility, it is hereby
stated that:
(i) in the preparation of the accounts for the financial year ended
31st March 2012, the applicable Accounting Standards have been followed
and that there are no material departures from the same.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 ended 31 st March 2012
and of the profit and loss of the Company for the year under review.
(iii) the Directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records for the year ended 31st March 2012 in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for prevention and detection of fraud and
other irregularities.
(Iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31" March 2012 on a "going concern" basis.
12. ACKNOWLEDGMENT:
Your Directors wish to place on record with its deep appreciation for
the unstinted support and co-operation that the Company received from
suppliers and other associated with the Company as its business
partners. The Board of Directors would like to express their grateful
appreciation for the assistance and co-operation received from our
Banker's - Bank of Baroda. .The Board wishes to place on record their
deep sense of appreciation for the commitment, continued support and
co-operation of the employees of the Company.
The Directors also take this opportunity to express their sincere
thanks to the State and Central Government Departments, Insurance
Companies, Contractors, valued Customers, Suppliers for having actively
lent their support to the progress of the Company. The Directors are
also grateful to the shareholders of the Company for their confidence
and faith reposed by them in the Company. Your Director also wish to
place on record their deep sense of appreciation for the committed
services by the Executives, Staff and Workers of the Company.
on behalf of the Board
Ankleshwar O. P. Khetan
28thAugust 2012 Managing Director
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting the 36th Annual Report of the
Company together with its Audited Accounts for the financial year
ended 31 st March 2011.
FINANCIAL RESULTS:
The financial results of the Company for the year ended March 31,2011
are summarised as follows:
(Rs. in Lakhs)
PARTICULARS For the For the
F.Y 2010-11 FY. 2009-10
Gross Sales and Other Income 7856.09 6518.49
Deferred Income Tax 0.00 1.70
Profit before Interest,
Depreciation & Taxation 469.91 418.57
Interest and financial charges 294.41 239.14
Profit before depreciation . 175.50 179.43
Depreciation 130.78 126.64
Profit before tax 44.72 52.79
Provision for Income Tax 14.16 9.44
Profit after taxation 30.56 43.35
1 FINANCIAL AND OPERATIONAL REVIEW :
The year under review has been continuously difficult and challenging
for the Company. Shortage of workers has been biggest challenge before
the Company. Many workmen from Bihar and Orissa, which forms the
dominant force, left for their native place and have not come back as
they have found employment in their hometown.
The continuous rise in raw material price particularly Pig Iron, Steel
Scrap and Ferrous Alloys has seen heavy increase; frequently. There is
pressure in cost structure and realizations are not matching. However,
during the mid year the rising finance charges due to higher interest
rate regime has further denting profitability of the company. The
future performance is largely depends upon how the company will tackle
the cost pressure and increase competition from Chinese suppliers. The
demand from various verticals is reasonably good.
As mentioned in our last year performance report, Company has taken
foundry Technology Upgradation Programme in hand to tackle manpower
shortage. We are glad to inform you that our banker, Bank of Baroda,
has extended their helping hand to sanction therequired CAPEX finance,
but the continuous rise in interest rate has really disturbed our cost
parameters.
2. DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review on account meagre profit and CAPEX programme
under progress.
3. FIXED DEPOSITS:
The Company has not accepted any deposits so far within the meaning of
Section 58A of the Companies Act, 1956 and hence the information in
respect of matured and claimed but remained unpaid deposits may please
be treated as NIL.
4. LISTING WITH STOCK EXCHANGES:
The Shares of the Company are listed on the Bombay Stock Exchange Ltd
(BSE) and Vadodara Stock Exchange.
5. DIRECTORS :
Shri R D.Patel and Shri Ashok Khetan shall retire by rotation as
Directors pursuant to the provision of Article 153 of the Articles of
Association read with Section 255 of the Companies Act, 1956, at this
Annual General Meeting and eligible offer themselves for re-
appointment.
Your directors recommend that the resolution relating to re-appointment
of Shri R.D.Patel and Shri Ashok Khetan as Directors of the Company be
passed.
6. AUDITORS:
M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire
at the conclusion of this Annual General Meeting and have made
necessary declaration regarding their eligibility pursuant to the
provisions of section 224(1 B) of the Companies Act, 1956. They are
consequently eligible for re-appointment.
Members are requested to re-appoint the Auditors and authorize the
Board of Directors to fix their remuneration.
7. COMPLIANCE CERTIFICATE:
In accordance with Section 383Aof the Companies Act, 1956 the Companies
(Compliance Certificate) Rules, 2001, the Company has obtained a
certificate from a Company Secretary in whole time practice confirming
that the company has complied with all the provisions of the Companies
Act, 1956 and a copy of such certificate is kept on record.
8. DISCLOSURES:
(a) Particulars of employees:
There is no employee covered under the provision of section 217(2A) of
the Companies Act, 1956. read with the Companies (Particulars of
Employees) Rules, 1975 as amended and hence the information may be
treated as NIL.
(b) Disclosure Pursuantto Section 217(1)(e):
The installation of Natural Gas Fired System in the Annealing & Stress
Relieving and Pre-melting furnace in place of Fossils Fuel. which was
successfully installed earlier has continued to show impressive results
and resulted in saving of Furnace Oil Similarly, all ourefforts for
saving energy in the induction furnace melting and cokeless cupola are
continuing.
(c) Safety, Pollution & Environmental Control:
The safety record of your Company remained satisfactory. The Company is
making all out efforts to maintain the safety recoids and observing the
norms for pollution and controlling environments as per the
requirements of the Gujarat Pollution Control Board (GPCB).
(d) Conservation of Energy, Technology Absorption, Research &
Development:
Particulars required to be disclosed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 are given
in the Annexure to the report,
9. INDUSTRIAL RELATIONS:
Human resources are considered as the valuable assets of the
organisation and is given utmost importance, as a result of which, the
co-operation and understanding between the workmen and management is
cordial. Your Directors wish to place on record the co- operation
extended by the employees at all levels for achieving the objectives of
your Company and expect that such cordial relations will be maintained
in future also.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility, it is hereby
stated that:
(i) in the preparation of the accounts for the financial year ended
31st March 2011, the applicable Accounting Standards have been
followed and that there are no material departures from the same.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were
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 ended
31 st March 2011 and of the profit and loss of the Company for the year
under review.
(iii) the Directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records for the year ended 31 st March 2011 in accordance
with the provisions of the Companies Act, 1956 for safeguarding
the assets of the Company and for prevention and detection of fraud and
other irregularities.
(Iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31a March 2011 on a "going concern" basis.
11. ACKNOWLEDGEMENT:
Your Directors wish to place on record with its deep appreciation for
the unstinted support and co-operation that the Company received from
suppliers and other associated with the Company as its business
partners. The Board of Directors would like to express their grateful
appreciation for the assistance and co-operation received from our
Banker's - Bank of Baroda. The Board wishes to place on record their
deep sense of appreciation for the commitment, continued support and
co-operation of the employees of the Company.
The Directors also take this opportunity to express their sincere
thanks to the State and Central Government Departments, Insurance
Companies, Contractors and valued Customers for having actively lent
their support to the progress of the Company. The Directors are also
grateful to the shareholders of the Company for their confidence and
faith reposed by them in the Company
on behalf of the Board
Ankleshwar O.P. Khetan
30th May 2011 Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 35th Annual Report of the
Company together with its Audited Accounts for the financial year ended
31st March 2010.
FINANCIAL RESULTS:
The financial results of the Company for the year ended March 31,2010
summarised are as follows :
( Rs. in Lakhs)
PARTICULARS For the For the
F.Y 2009-10 F.Y. 2008-09
Gross Sales and Other Income 6518.49 8025.25
Deferred Income Tax 1.70 7.88
Profit before Interest, Depreciation
& Taxation 418.57 526.82
Interest and financial charges 239.14 333.92
Profit before depreciation 179.43 192.90
Depreciation 126.64 144.74
Provision for Income Tax 9.44 15.75
Profit after taxation 43.35 32.41
1. FINANCIAL AND OPERATIONAL REVIEW:
The year under review has been difficult and very challenging for your
company. Though automobile sectors recession in immediate past year has
been almost over but because of acute shortage of manpower, company
could not be able to execute profitable orders which were in our hands.
Your company has never visualised and face such a shortage of manpower
giving severe negative effect in the operation and companyÃs turnover.
As a result of above (1) CompanyÃs turnover reduced by 19.36% as
compared to previous year (2) Employees remuneration and benefits
increased to the extent of Rs. 141.69 lakhs (36.09%) (3) Power and Fuel
consumption increased by 9.17% Rs. 72.48 lakhs) as compared to previous
year in terms of production. The Management of the company has no
choice but to opt for partial automization for operation in phased
manner. Moulding process has been decided to be automized to take the
advantages of savings in manpower, auxiliary materials and power for
overall cost benefits.
2. DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review on account meagre profit,
3. FIXED DEPOSITS:
The Company has not accepted any deposits so far within the meaning of
Section 58A of the Companies Act, 1956 and hence the information in
respect of matured and claimed but remained unpaid deposits may please
be treated as NIL.
4. LISTING WITH STOCK EXCHANGES:
The Shares of the Company are listed on the Bombay Stock Exchange Ltd
(BSE) and Vadodara Stock Exchange.
5. DIRECTORS:
Shri K.C.Khetan and Shri A.C.Patel shall retire by rotation as
Directors pursuant to the provision of Article 153 of the Articles of
Association read with Section 255 of the Companies Act, 1956, at this
Annual General Meeting and Shri A.C.Patel eligible offer himself for
re-appointment.
Your directors recommend that the resolution relating to re-appointment
of Shri A.C.Patel as Director of the Company be passed.
Shri L.R.Mewani has resigned from the Board during the year under
review on account of his old age and health. The Board place on record
its deep sense of appreciation for the valuable contribution made by
Shri L.R.Mewani during their tenure of Director and Chairman of the
Company.
6. AUDITORS:
M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire
at the conclusion of this Annual General Meeting and have made
necessary declaration regarding their eligibility pursuant to the
provisions of section 224(1B) of the Companies Act, 1956. They are
consequently eligible for re-appointment.
Members are requested to re-appoint the Auditors and authorize the
Board of Directors to fix their remuneration.
7. COMPLIANCE CERTIFICATE:
In accordance with Section 383A of the Companies Act, 1956 the
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a certificate from a Company Secretary in whole time practice
confirming that the company has complied with all the provisions of the
Companies Act, 1956 and a copy of such certificate is kept on record.
8. DISCLOSURES:
(a) Particulars of employees:
There is no employee covered under the provision of section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended and hence the information may be
treated as NIL.
(b) Disclosure Pursuant to Section 217(1)(e):
The installation of Natural Gas Fired System in the malleablizing
furnace in place of Furnace Oil, which was successfully installed
earlier has continued to show impressive results and resulted in saving
of Furnace Oil. Similarly, all our efforts for saving energy in the
induction furnace melting and cokeless cupola are continuing.
(c) Safety, Pollution & Environmental Control:
The safety record of your Company remained satisfactory. The Company is
making all out efforts to maintain the safety records and observing the
norms for pollution and controlling environments as per the
requirements of the Gujarat Pollution Control Board (GPCB).
(d) Conservation of Energy, Technology Absorption, Research &
Development:
Particulars required to be disclosed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 are given
in the Annexure to the report.
9. INDUSTRIAL RELATIONS:
Human resources are considered as the valuable assets of the
organisation and is given utmost importance, as a result of which, the
co-operation and understanding between the workmen and management is
cordial. Your Directors wish to place on record the co- operation
extended by the employees at all levels for achieving the objectives of
your Company and expect that such cordial relations will be maintained
in future also.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility, it is hereby
stated that:
(i) in the preparation of the accounts for the financial year ended
31st March 2010, the applicable Accounting Standards have been followed
and that there are no material departures from the same.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 ended 31st March 2010
and of the profit and loss of the Company for the year under review.
(iii) the Directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records for the year ended 31st March 2010 in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for prevention and detection of fraud and
other irregularities.
(iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31st March 2010 on a "going concern" basis.
11. ACKNOWLEDGEMENT:
Your Directors wish to place on record with its deep appreciation for
the unstinted support and co-operation that the Company received from
suppliers and other associated with the Company as its business
partners. The Board of Directors would like to express their grateful
appreciation for the assistance and co-operation received from the
Financial Institutions and Bank of Baroda. .The Board wishes to place
on record their deep sense of appreciation for the commitment,
continued support and co-operation of the employees of the Company.
The Directors also take this opportunity to express their sincere
thanks to the State and Central Government Departments, Insurance
Companies, Contractors and valued Customers for having actively lent
their support to the progress of the Company. The Directors are also
grateful to the shareholders of the Company for their confidence and
faith reposed by them in the Company
On behalf of the Board
Ankleshwar O.P.Khetan
2nd August 2010 Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the 34th Annual Report of the
Company together with its Audited Accounts for the financial year ended
31 st March 2009.
FINANCIAL RESULTS:
The financial results of the Company for the year ended March 31,2009
summarised are as follows:
(Rupees in Lakhs)
PARTICULARS For the For the
F.Y 2008-09 F.Y. 2007-08
Gross Sales and Other Income 8025.25 7184.45
Deferred Income Tax 7.88 0.00
Profit before Interest, Depreciation
& Taxation 526.82 495.01
Interest and financial charges 333.92 247.28
Profit before depreciation 192.90 247.73
Depreciation 144.74 138.11
Deferred Income Tax 0.00 8.90
Provision for Income Tax 15.75 7.00
Profit after taxation, available for
appropriation 32.41 93.72
Appropriations:
Balance Carries over to Balance Sheet 32.41 93.72
1. FINANCIAL AND OPERATIONAL REVIEW:
The year under review has been very challenging for your Company. The
economic condition has been volatile on every front. The general
economic condition were very challenging because of slow down and
demand recession in all sectors. Ongoing financial crisis and slowdown
has took a heavy toll on business confidence, shrink in order position
has caused severe credit crunch.
Your company manufactures the castings for the following sectors.
1) Electrical Industry
2) Railways
3) Export
4) Automobile and Earth Moving Machine Manufacturers.
During the year the order book position has been satisfactory in all
sectors except Automobile and Earth Moving Sectors, where the demand
has almost completely dried up. Even our prestigious customers has not
lifted their ordered quantity for a sufficient long time and the
payment was not forthcoming for almost 6-8 months time, resulting
severe pressure on the working capital. The Company has to arrange
Short Term funds from various channels even at higher rate of interest,
resulting interest burden was higher by approx. Rs.87/- lakhs. Order
flow position from Automobile and Earth Moving Sectors is improving
during the year but not to the full extent of our capacity.
2. DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review on account meagre profit,
3. FIXED DEPOSITS:
The Company has not accepted any deposits so far within the meaning of
Section 58A of the Companies Act, 1956 and hence the information in
respect of matured and claimed but remained unpaid deposits may please
be treated as NIL.
4. LISTING WITH STOCK EXCHANGES:
The Shares of the Company are listed on the Bombay Stock Exchange Ltd
(BSE) and Vadodara Stock Exchange.
5. DIRECTORS:
Shri G.D.Singi and Shri O.P.Khetan shall retire by rotation as
Directors pursuant to the provision of Article 153 of the Articles of
Association read with Section 255 of the Companies Act, 1956, at this
Annual General Meeting and being eligible offer themselves for
re-appointment.
Your directors recommend that the resolution relating to re-appointment
of Shri G.D.Singi and Shri O.P.Khetan as Directors of the Company be
passed.
6. AUDITORS:
M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire
at the conclusion of this Annual General Meeting and have made
necessary declaration regarding their eligibility pursuant to the
provisions of section 224(1 B) of the Companies Act, 1956. They are
consequently eligible for re-appointment.
Members are requested to re-appoint the Auditors and authorize the
Board of Directors to fix their remuneration.
7. DISCLOSURES:
(a) Particulars of employees:
There is no employee covered under the provision of section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975 as amended and hence the information may be
treated as NIL.
(b) Disclosure Pursuant to Section 217(1 )(e):
The installation of Natural Gas Fired System in the malleablizing
furnace in place of Furnace Oil, which was successfully installed
earlier has continued to show impressive results and resulted in saving
of Furnace Oil. Similarly, all our efforts for saving energy in the
induction furnace melting and cokeless cupola are continuing.
(c) Safety, Pollution & Environmental Control:
The safety record of your Company remained satisfactory. The Company is
making all out efforts to maintain the safety records and observing the
norms for pollution and controlling environments as per the
requirements of the Gujarat Pollution Control Board (GPCB).
(d) Conservation of Energy, Technology Absorption, Research &
Development:
Particulars required to be disclosed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 are given
in the Annexure to the report.
8. INDUSTRIAL RELATIONS:
Human resources are considered as the valuable assets of the
organisation and is given utmost importance, as a result of which, the
co-operation and understanding between the workmen and management is
cordial. Your Directors wish to place on record the co- operation
extended by the employees at all levels for achieving the objectives of
your Company and expect that such cordial relations will be maintained
in future also.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility, it is hereby
stated that:
(i) in the preparation of the accounts for the financial year ended
31st March 2009, the applicable Accounting Standards have been followed
and that there are no material departures from the same.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 ended 31 st March 2009
and of the profit and loss of the Company for the year under review.
(iii) the Directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate
accounting records for the year ended 31st March 2009 in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for prevention and detection of fraud and
other irregularities.
(iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31st March 2009 on a "going concern" basis.
10. ACKNOWLEDGEMENT:
Your Directors wish to place on record with its deep appreciation for
the unstinted support and co-operation that the Company received from
suppliers and other associated with the Company as its business
partners. The Board of Directors would like to express their grateful
appreciation for the assistance and co-operation received from the
Financial Institutions and Bank of Baroda. The Directors also take this
opportunity to express their sincere thanks to the State and Central
Government Departments, Insurance Companies, Contractors and valued
Customers for having actively lent their support to the progress of the
Company. The Directors are also grateful to the shareholders of the
Company for their confidence and faith reposed by them in the Company.
The Board wishes to place on record their deep sense of appreciation
for the commitment, continued support and co-operation of the employees
of the Company.
On behalf of the Board
Ankleshwar O.P.Khetan Manoj Khetan Ashok Khetan
28th August 2009 Managing Director Wholetime Director Wholetime
Director