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Directors Report of Vishal Malleables Ltd.

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, 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

 
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