Mar 31, 2015
Dear Members,
The Directors hereby present their 41st Annual Report and audited
accounts of the Company for the year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS Rs, in Lacs
Year Ended Year Ended
31.03.2015 31.03.2014
Gross Sales 35660 29542
Excise Duty 3904 3228
Net Sales & Income
from Operations 31756 26314
Operating Profit 1246 893
Finance Cost 2503 1984
Cash Profit / (Loss) (1257) (1091)
Depreciation & Amortization 583 467
Profit / (Loss) before Tax (1840) (1558)
Profit / (Loss) after Tax (1216) (1067)
PERFORMANCE
During the year under review, in spite of being very challenging, the
Company was able to achieve Gross Sales of Rs, 356.60 Crores as
compared to Rs, 295.42 Crores in the previous year. This has also
improved the operating Profit of the Company for the year to Rs,12.46
Crores as against Rs, 8.93 Crores previous year. But due to high
interest cost there has been higher losses in the current year against
the previous year.
DIVIDEND
Due to the present difficult financial position and the loss suffered
by the Company, the Directors have not recommended any dividend for the
year.
PRODUCT AND MARKET DEVELOPMENT
During the year the Company successfully commissioned and stabilized
Auto Component Division along with Heat Treatment section. On the heavy
Ingot segment also, higher size ingots have been incorporated. This has
enabled the Company to enter into market of Oil & Gas and Wind Energy
Segment towards our objective to value addition. Further the Company
has also successfully developed new grades in the tool and die segment.
The company has tested the market and expected to ramp up the volumes
in near future.
FINANCIAL ASSISTANCE
The Company is in discussions with the Lenders to find out a workable
solution to the present financial difficulties of the Company.
CURRENT OPERATIONS
During the first quarter, the Company has achieved Net Sales of Rs,
70.01 Crores as compared to Rs, 75.19 Crores in the same period, in the
previous year. It has incurred net loss after deferred tax of Rs, 3.81
Crores as compared to loss of Rs, 2.14 Crores in the same period,
previous year. The Company has earned a good customer base in its
special and alloy steel segment. The Company expects to improve volumes
and Profitability in near future.
KAIZEN & TS 16949 ACCREDITATION
Your Company's manufacturing facilities continue to maintain the
prestigious TS 16949 certification by DNV Netherlands, a leading
international Certifications Company.
During the year, the Company continued implementation of Kaizen and
5'S' projects to come up to the expectations of major global OEMs.
SHARE CAPITAL
During the year the Company converted 11,70,000 Warrants of Rs, 100
each in 11,70,000 equity shares of face value Rs, 10 each at a price of
Rs, 100 inclusive of premium of Rs, 90 per equity share (price being
not less than the price calculated as per the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2009, to the persons from
Promoters and Promoter Group, on receipt of entire consideration. The
paid up capital of the Company as on 31st March, 2015 is Rs, 13.76
Crores.
FIXED DEPOSITS
The outstanding exempted deposits at the end of the year under review
amount to Rs, 662.43 Lacs (Previous year Rs, 625.54 Lacs). There are no
overdue deposits.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS
A separate report on Corporate Governance and Management Discussions &
Analysis is attached herewith and forms part of this report.
DIRECTORS
The Lead Bank SBI has nominated Mr. D.K. Gupta, retired Dy. General
Manager of the Bank as its nominee on the Board of Directors of the
Company vide its letter dated 11th November, 2014.
Mr. Aditya Goyal, Director of the Company resigned from the Board of
Directors of the Company w.e.f. 14th November, 2014 due to his
preoccupations. The Board placed on record its appreciations for the
services rendered by Mr. Aditya Goyal.
Pursuant to provisions of the Companies Act, 2013 and Articles of
Association of the Company, the Board appointed Mr. R.K. Sinha as
Additional Director designated as Director (Operations) of the Company
for a period of five years w.e.f. 28th May, 2015 at a remuneration for
a period of three years subject to the approval of the shareholders in
terms of the provisions of Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and the Articles
of Association of the Company Dr. Meena Sharma was appointed as
Additional Independent Non Executive Director w.e.f. 16th July, 2015
and she shall hold Office up to the date of the ensuing Annual General
Meeting. The Company has received notice in writing from member
proposing Dr. Meena Sharma for appointment as Independent Director.
Mr. Krishan Kumar Goyal, Managing Director shall retire by rotation at
the ensuing Annual General Meeting, and being eligible, offers himself
for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149 (7) of the
Companies Act, 2013, that they meet the criteria of independence as
laid out in Sub Section (6) of Section 149 of the Companies Act, 2013
and Clause 49 of the Listing Agreement.
BOARD DIVERSITY AND REMUNERATION POLICY
The Company has a policy for formation of the Board to have Executive
Directors and Independent Directors of diverse background to maintain
the independence of the Board. As on 31st March, 2015, the Board
consists of 9 members, four are Executive / Whole Time Directors, four
Independent Directors and One Bank Nominee Director. We affrm that the
remuneration paid to the directors is as per the terms approved by the
Nomination & Remuneration Committee of the Company.
BOARD MEETINGS
During the year, five Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant of requirements under Section 134(3) (c) of the Companies Act,
2013 with respect to Directors Responsibility Statement, it is hereby
confirmed that:
i) in the preparation of the annual financial statements for the year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
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 as at 31st March, 2015 and of the loss of the Company
for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the annual financial statements for the
year ended 31st March, 2015, on a 'going concern' basis;
v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All contracts or arrangements entered into by the Company with Related
Parties have been done at arm's length and are in the ordinary course
of business. Pursuant to Section 134 of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars
of such transactions are provided in Form AOC-2 which is annexed
herewith as Annexure "A" to this report. Related Party disclosures as
per AS-18 have been provided in the Notes to the financial statement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed herewith as Annexure "B".
RISK MANAGEMENT:
The Company recognizes that risk is an integral and unavoidable
component of business and is committed to managing the risk in a
proactive and efficient manner. The Company has formulated Risk
Management Policy to identify and then manage threats / risks that
could have impact on the goals and objectives of the Company.
AUDITORS
At the Annual General Meeting held on 29th September, 2014, M/s. Aaryaa
& Associates, Chartered Accountants, were appointed as Statutory
Auditors of the Company to hold Office till the conclusion of the
Annual General Meeting to be held in the year 2019. In terms of the
provisions of Section 139 of the Companies Act, 2013, the appointment
of the Auditor shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment of M/s. Aaryaa & Associates,
Chartered Accountants, as Statutory Auditors of the Company will be
placed for ratification by Shareholders. In this regard, the Company
has received a Certificate from the Auditors to the effect that if
their appointment is ratified, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The Board of Directors have approved the appointment and remuneration
of M/s. V. Kumar & Associates as Cost Auditors of the Company to
conduct the cost audit for the year 2015-16 on the recommendations of
the Audit Committee subject to the ratification of the remuneration by
the shareholders.
The Board has appointed M/s. Sharma Sarin & Associates, Company
Secretaries, to conduct Secretarial Audit for the financial year
2014-15, The Secretarial Audit Report in Form MR-3 for the financial
year ended 31st March, 2015 is annexed herewith as Annexure "C" to this
report.
AUDITOR'S REPORT
The Notes on financial statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any Qualification, reservation or
adverse remark.
HUMAN RESOURCES
The Company is having motivated work force. Harmonious employee
relations prevailed throughout the year. Your Directors place on record
their appreciation for all employees for their hard work and
dedication.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company in Form MGT-9 is
annexed herewith as Annexure "D" to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the financial
statements provided in the Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to the Financial Statements. During the year, such controls
were tested and no reportable material weakness was observed in the
design or implementation.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION
OF THE COMPANY
There are no adverse material changes or commitments occurring after
31st March, 2015, which may affect the financial position of the
Company.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
APPRECIATION
The Directors would like to express their sincere appreciation of the
co-operation received from the Bankers.
The Directors also wish to place on record its appreciation for the
commitment displayed by all employees at all levels during the year.
The Directors also take this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
stakeholders.
For & on behalf of the Board
Place : Chandigarh Amarjit Goyal
Dated: 10th August, 2015 Chairman & Whole Time Director
Mar 31, 2014
The Members Modern Steels Limited Dear Members,
The Directors hereby present their 40th Annual Report and audited
accounts of the Company for the year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS
in Lacs
Year Ended Year Ended
31.03.2014 31.03.2013
Gross Sales 29542 29352
Excise Duty 3228 3216
Net Sales & Income from 26314 26136
Operations
Operating Profit 893 138
Finance Cost 1984 1677
Cash Profit /(Loss) (1091) (1539)
Depreciation & Amortisation 467 468
Profit /(Loss) before Tax (1558) (2007)
Profit /(Loss) after Tax (1067) (1372)
PERFORMANCE
During the year under review, the Company achieved Gross Sales and
other operating income of Rs.295.42 Crores as compared to Rs.293.52 Crores
in the previous year. The operations of the Company remained at the
same level and it continued to be in loss situation, slightly better
than last year.
This fiscal year continued to witness slowdown in the domestic
automobile and consumer durable market. It adversely affected the
demand of alloy steel sector which caters to this segment and remained
under stress.
The input cost of raw materials continued to increase during the year
and could not be passed onto the consumer. The high interest rates and
liquidity position in the market impacted the automobile sector.
DIVIDEND
Due to the present difficult financial position and the loss suffered
by the Company, the Directors have not recommended any dividend for the
year.
DEBT RESTRUCTURING BY THE CDR During the year CDR has sanctioned a
rehabilitation scheme on 27th April, 2013 with a cut off date as 1st
September, 2012. The CDR has sanctioned fresh Corporate loan of Rs.25.50
crores in addition to creation of WCTL and FITL and reschedulement of
existing term loan. The promoters were to bring in Rs.15.20 crores as
their contribution. During the year the Scheme has been implemented and
the major part of the promoter contribution has been inducted and
correspondingly the banks have also released the term loan. The Scheme
is expected to be implemented completely by the end of September, 2014.
ISSUE OF WARRANTS ON PREFERENTIAL BASIS TO PROMOTER & PROMOTER GROUP /
INVESTOR
During the year your Company allotted 11,70,000 Warrants of face value
Rs.10 each at a price of Rs.100 inclusive of premium of Rs.90 (price
being not less than the price calculated as per the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2009, to the persons
from Promoters and Promoter Group/ Investor to be converted into equal
number of shares upon exercise of option within a period of eighteen
months from the date of allotment.
The entire consideration having been received, 11,70,000 Equity Shares
of Rs.10 each (at a premium of Rs.90 per share) have been allotted on 26th
June, 2014.
PROJECTS
The company has undertaken to upgrade its existing facilities and added
new value added production facilities with the capex of Rs.37.20 crores.
The company has installed gasifier unit for production of gas for
reheating furnaces in rolling mills and added heat treatment facility
for alloy steel bars. The company has also added bigger ingot casting
facilities in the steel melting shop to diversify process route. The
company has successfully commissioned auto component division to
further expand its product range. Forge shop consisting of forging
presses, hammer, heat treatment facilities along with finishing and
inspection facilities were added. It also installed machining &
assembly lines for the manufacturing of auto steel components.
CURRENT OPERATIONS
During the first quarter, the Company has achieved Gross Sales of
Rs.84.71 Crores as compared to Rs.74.58 Crores in the same period, in the
previous year. It has incurred net loss after deferred tax of Rs.2.14
Crores as compared to loss of Rs.1.82 Crores in the same period, previous
year.
In the current fiscal year domestic steel industry continues to
remain under stress. Weak price trend coupled with slow demand
growth ruled out any improvement in the operating profitability of
Indian steel manufacturers
KAIZEN & TS 16949 ACCREDITATION
Your Company''s manufacturing facilities continue to maintain the
prestigious TS 16949 certification by DNV Netherlands, a leading
international Certification Company.
During the year, the Company continued implementation of Kaizen and
5''S'' projects to come up to the expectations of major global OEMs.
DIRECTORS
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company Prof. Priyavrat Thareja
and Dr. Lalit K. Bansal were appointed as Additional Non Executive
Directors designated as Independent Directors w.e.f. 26lh August, 2014
and they shall hold office up to the date of the ensuing Annual General
Meeting. The Company has received notices in writing from members
proposing Prof. Priyavrat Thareja and Dr. Lalit K. Bansal for
appointment as Independent Directors.
The Board appointed Mr. Amarjit Goyal as Chairman & Whole time Director
of the Company for a period of three years w.e.f. 1st April, 2014,
subject to the approval of the shareholders in terms of the provisions
of Companies Act, 2013.
The Board appointed Mr. Krishan Kumar Goyal as Managing Director & CEO
of the Company for a period of three years w.e.f. 1st April, 2014,
subject to the approval of the shareholders in terms of the provisions
of Companies Act, 2013.
Mr. Aditya Goyal, Director shall retire by rotation at the ensuing
Annual General Meeting, and being eligible, offers himself for
re-appointment.
The Company has received notice in writing from a member proposing Mr.
D.S. Gill for appointment as an Independent Director.
Prof. Triloki Nath Kapoor and Mr. Ramesh C. Jain have expressed their
desire not to seek appointment. The Board placed on record its
appreciations for the services rendered by Prof. Triloki Nath Kapoor
and Mr. Ramesh C. Jain during their respective tenure as Directors of
the Company.
The Board appointed Mr. P. L. Talwar as Whole time Director of the
Company for a period of three years w.e.f. 1st April, 2014, subject to
the approval of the shareholders in terms of the provisions of
Companies Act, 2013.
AUDITORS
M/s. A. Goel & Associates, Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of forthcoming Annual
General Meeting. Your management puts on record its sincere
appreciations for the work done by Retiring Auditor''s during their
tenure.
The Board recommends the appointment of M/s. Aaryaa & Associates,
Chartered Accountants, as the Statutory Auditors of the Company from
the conclusion of the ensuing Annual General Meeting, in accordance
with the provisions of the Companies Act, 2013. M/s. Aaryaa &
Associates, Chartered Accountants, have expressed their willingness to
act as Statutory Auditors of the Company, if appointed and have
confirmed their eligibility. In this regard, attention of the members
is invited to item no. 3 of the Notice convening the forthcoming Annual
General Meeting.
The Board of Directors have approved the appointment and remuneration
of M/s. V. Kumar & Associates as Cost Auditors of the Company to
conduct the cost audit for the year 2014-15 on the recommendations of
the Audit Committee subject to the ratification of the remuneration by
the shareholders. AUDITOR''S REPORT
All the comments of the Statutory Auditors on the Annual Accounts of
the Company are self-explanatory and require no further comments.
FIXED DEPOSITS
The outstanding exempted deposits at the end of the year under review
amount to Rs.625.54 Lacs (Previous year Rs.441.10 Lacs). There are no
overdue deposits. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS &
ANALYSIS
A separate report on Corporate Governance and Management Discussions &
Analysis is attached herewith and forms part of this report.
HUMAN RESOURCES
The Company is having motivated work force. Harmonious employee
relations prevailed throughout the year. Your Directors place on record
their appreciation for all employees for their hard work and
dedication.
The Statement showing particulars of employees as required under
Section 217(2A) of the Companies Act, 1956 read with the Disclosure of
Particulars in the Report of Board of
Directors Rules, 1988, as amended, is enclosed as Annexure ''A'' and
forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per Section 217 (1) (e) of Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, is given in the Annexure ''B'' forming part
of the report.
DIRECTOR''S RESPONSIBILITY STATEMENT Pursuant of Section 217 (2AA) of
the Companies Act, 1956 the Directors confirm that:
i) In the preparation of annual accounts for the financial year ended
31st March, 2014, the applicable accounting standards have been
followed and that there were no material departures;
ii) The accounting policies selected by them have been applied
consistently and they have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of the Company as on 31st March, 2014 and loss of the Company for the
year ended 31st March, 2014;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 to safeguard the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
APPRECIATION
Your Directors wish to place on record their sincere thanks to the
Company''s Bankers for their valuable support.
For & on behalf of the Board
Place : Chandigarh AMARJIT GOYAL
Dated: 26th August, 2014 Chairman & Whole Time Director
Mar 31, 2013
To The Members Modern Steels Limited
Dear Members,
The Directors hereby present their 39th Annual Report and audited
accounts of the Company for the year ended31st March, 2013.
FINANCIAL HIGHLIGHTS
Rs.in Lacs
Year Ended Year Ended
31.03.2013 31.03.2012
Gross Sales 29352 37297
Excise Duty 3216 3501
Net Sales & Income 26136 33796
from Operations
Operating Profit (95) 598
Interest 1444 1584
Cash Profit/(Loss) (1539) (986)
Depreciation 468 441
Profit/(Loss) before Tax (2007) (1427)
Net Profit / (Loss) (1372) (981)
PERFORMANCE
During the year under review, the Company achieved Gross Sales of Rs.
293.52 Crores as compared to 1372.97 Crores in the previous year. The
Company has reported a Net Loss of Rs. 13.72 Crores as compared to Net
Loss of Rs. 9.81 Crores in the previous year.
This fiscal year also witnessed the slowdown in the domestic market and
turmoil in the global market which has impacted the performance of the
steel sector in the country. Further due to the continuous high rate of
interest and the tight liquidity position in the market the demand in
automobile sector was impacted which has direct bearing on the
performance of your Company.
The cost of inputs and raw material continued to rise and because of
sluggish market the said increase could not be passed on to the
customer which affected the Company in terms of volumes and the margins
which lead to the present difficult financial position.
DIVIDEND
Due to the present difficult financial position and the losses suffered
by the Company, your Directors have not recommended any dividend for
the year. DEBT RESTRUCTURING BYTHE CDR
Due to the difficult fiscal position, the Company applied to its
bankers for restructuring of its loans under CDR mechanism and
accordingly bankers approved and sanctioned CDR package to the Company.
The Company has been sanctioned a fresh term loan of Rs. 25.50 Crores in
addition to the creation of Working Capital Term Loan (WCTL) and Funded
Interest Term Loan (FITL) and reschedulementof the existing term loans.
The promoters are supposed to arrange Rs. 15.20 Crores by way of
unsecured loan / equity as their contribution to the said CDR package.
ISSUE OF WARRANTS ON PREFERENTIAL BASIS TO PROMOTER & PROMOTER GROUP /
INVESTOR
Your Company is in the process of allotting 11,70,000 warrants @ Rs.
100/- each (at a premium of Rs. 90/- per warrant) to the promoter and
promoter group / investor in terms of SEBI (Issue of Capital and
Disclosure Requirement), Regulations 2009, to be converted into equal
number of equity shares upon exercise of option within a period of
eighteen months from the date of allotment.
PROJECTS
Your Company under the CDR has undertaken to upgrade its existing
facilities and add on new facilities with an approx. capex of aroundRs.
37.20 Crores. Accordingly your Company has initiated and has started
working on the said proposals. CURRENT OPERATIONS
During the first quarter, the Company has achieved Gross Sales of
Rs.74.58 Crores as compared to Rs.85.43 Crores in the same period, in the
previous year. It has incurred loss of X 2.46 Crores as compared to
loss of Rs.6.93 Crores in the same quarter, previous year.
The current year continues to be challenging one affecting the
Company''s performance. As your Company depends on import of scrap in
volumes, the continuous rupee depreciation has affected the financials
of your Company.
KAIZEN & TS16949 ACCREDITATION
Your Company''s manufacturing facilities continue to maintain the
prestigious TS 16949 certification by DNV Netherlands, a leading
international Certification Company.
During the year, the Company continued implementation of Kaizen and
5''S'' projects to come up to the expectations of major global OEMs.
DIRECTORS
Mr. Amarjit Goyal was appointed as Whole Time Director & Chairman of
the Company on 29* June, 2010 for a period of three years. His present
term expired on 28lh June, 2013. The Board in its meeting held on 28*
May, 2013 re-appointed him for another period of three years w.e.f.
29th June, 2013, subject to the approval of the shareholders at the
ensuing Annual General Meeting.
Prof. Triloki Nath Kapoor, Director shall retire by rotation at the
ensuing Annual General Meeting, and being eligible, offers himself for
re-appointment.
Mr. P.L. Taiwan Director shall retire by rotation at the ensuing Annual
General Meeting, and being eligible, offers himself for re-appointment.
Mr. Partap K. Aggarwal, Director resigned from directorship w.e.f 10m
February, 2013 due to his personal commitments. The Board placed on
record its appreciations for the services rendered by Mr. Aggarwal
during his tenure as Director of the Company.
AUDITORS
M/s A. Goel & Associates, Auditors of the Company, hold office until
the conclusion of the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
Your Directors have appointed M/s. V. Kumar & Associates as Cost
Auditors of the Company for the year 2013-14 to conduct the cost audit
subject to the approval of the Central Government.
AUDITOR''S REPORT
All the comments of the Statutory Auditors on the Annual Accounts of
the Company are self-explanatory and require no further comments.
FIXED DEPOSITS
The outstanding deposits at the end of the year under review amount to
Rs. 441.10 Lacs (Previous year Rs. 261.44 Lacs). There are no overdue
deposits.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS
A separate report on Corporate Governance and Management Discussions &
Analysis is attached herewith and forms part of this report
HUMAN RESOURCES
The Company is having motivated work force. Harmonious employee
relations prevailed throughout the year. Your Directors place on record
their appreciation of all employees for their hard work and dedication.
The Statement showing particulars of employees as required under
Section 217(2A) of the Companies Act, 1956 read with the Disclosure of
Particulars in the Report of Board of Directors Rules, 1988, as
amended, is enclosed as Annexure ''A'' and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING ANDOUTGO
Information as per Section 217 (1) (e) of Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, is given in the Annexure ''B'' forming part of
the report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that:
i) In the preparation of annual accounts for the financial year ended
31" March, 2013, the applicable accounting standards have been followed
and that there were no material departures;
ii) The accounting policies selected by them have been applied
consistently and they have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of the Company as on 31st March, 2013 and loss of the Company for the
year ended 31" March, 2013;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 to safeguard the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
APPRECIATION
Your Directors wish to place on record their sincere thanks to the
Company''s Bankers for their valuable support.
For & on behalf of the Board
Place: Chandigarh AMARJIT GOYAL
Dated: 14* August, 2013 Chairman & Whole Time Director
Mar 31, 2011
Dear Members,
Your Directors hereby present their 37th Annual Report and audited
accounts of the Company for the year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS
Rs in Lacs
Year Ended Year Ended
31.03.2011 31.03.2010
Gross Sales 38223 31415
Excise Duty 3568 2453
Net Sales & Income from
Operations 34655 28962
Operating Profit 2939 2434
Interest 1237 1031
Cash Profit 1702 1403
Depreciation 476 454
Profit before Tax (PBT) 1226 949
Net Profit 823 615
PERFORMANCE
During the year under review, the Company achieved gross Sales of Rs
382.23 Crores as compared to Rs314.15 Crores in the previous year. The
Company has achieved a net profit of Rs 8.23 Crores as compared to net
profit of Rs 6.15 Crores in the previous year.
In the year under review, the domestic demand continue to be strong for
special alloy steels for the Automobile and Engineering Industry. The
rolled product sales volume increased from 68,495 MT in the year
2009-10 to 73,482 MT in the year 2010-11.
The raw material prices and cost of power increased during the year.
The Company was able to partially pass on the increase to consumers and
hence the margins remained under pressure.
Your Company has been continuously taking initiatives for last few
years to enter the value added market segment, by getting the approval
from OEMs for two wheeler and car industry. This initiative has been
further consolidated by getting approvals from many auto majors in this
sector. The performance of the Company will improve in the times ahead
from these initiatives.
DIVIDEND
In view of the funds required for the projects, the Directors have
decided to skip the dividend this year.
PROJECTS
Your Company has undertaken a project for modernization of its various
production facilities in SMS and Rolling Mills to cater to the
requirements of the OEMs.
CURRENT OPERATIONS
The growth in the automotive sector is expected to continue to be good,
hence the Company expects good operating results in the current year.
ISSUE OF 6,28,359 EQUITY SHARES UPON CONVERSION OF WARRANTS TO
PROMOTERS
In April 2010, the Promoter & Promoter group were allotted 14,00,000
warrants on preferential basis convertible into equity shares at a
price of Rs 33 per share share (price being not less than the SEBI
price) to be converted within a period of 18 months from the date of
BSEs approval and allotment. Accordingly on 28th March, 2011, upon
exercise of option the Promoter and Promoter group were allotted
6,28,359 equity shares upon receipt of the full consideration amount.
KAIZEN &TS 16949 ACCREDITATION
Your Companys manufacturing facilities and systems were successfully
audited in accordance with the latest version of ISO/TS-16949: 2009-
3rd edition by DNV, Netherland.
Various Kaizen projects were taken up during the year for improving
processes, systems and 5 S activities
DIRECTORS
Mr. Ramesh C. Jain has been appointed as Additional Director by the
Board of Directors in its meeting held on 14th February, 2011 and as
such he holds office till the conclusion of the forthcoming Annual
General Meeting. A notice under Section 257 of the Companies Act, 1956
has been received from a shareholder proposing the name of Mr. Ramesh
C. Jain as Director, liable to retire by rotation.
Mr. Krishan Kumar Goyal was appointed as Managing Director & CEO on 1st
May, 2006 for a period of five years. His present term expired on 30th
April, 2011. The Board in its meeting held on 12th May, 2011
re-appointed him for another period of five years w.e.f. 1st May, 2011,
subject to the approval of the shareholders.
Mr. Aditya Goyal was appointed as Whole Time Director of the Company on
25th August, 2008 for a period of three years. His present term shall
expire on 24th August, 2011. The Board in its meeting held on 12th
May, 2011 re-
appointed him for another period of three years w.e.f. 25th August,
2011, subject to the approval of the shareholders.
Mr. P.L. Talwar was appointed as Director (Operations) on 27th
September, 2008 for a period of three years. His present term shall
expire on 26th September, 2011. The Board in its meeting held on 12th
May, 2011 re-appointed him for another period of three years w.e.f.
27th September, 2011, subject to the approval of the shareholders.
Prof. Triloki Nath Kapoor, Director shall retire by rotation at the
ensuing Annual General Meeting, and being eligible, offers himself for
re-appointment. Mr. Partap K. Aggarwal, Director shall retire by
rotation at the ensuing Annual General Meeting, and being eligible,
offers himself for re-appointment.
AUDITORS
M/s. A. Goel & Associates, Auditors of the Company, hold office until
the conclusion of the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
Your Directors have appointed M/s. V. Kumar & Associates as Cost
Auditors of the Company for the year 2011-12 to conduct the cost audit
subject to the approval of the Central Government.
AUDITORS REPORT
All the comments of the Statutory Auditors on the Annual Accounts of
the Company are self- explanatory and require no further comments.
FIXED DEPOSITS
The outstanding deposits at the end of the year under review amount to
Rs 260.15 Lacs (Previous year Rs 258.13 Lacs). There are no overdue
deposits.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS
A separate report on Corporate Governance and Management Discussions &
Analysis is attached herewith and forms part of this report.
HUMAN RESOURCES
Harmonious employee relations prevailed throughout the year. Your
Directors place on record their appreciation of all employees for their
hard work and dedication.
There were no employees employed throughout the financial year or part
of the financial year drawing remuneration as prescribed under Section
217(2A) of the Companies Act, 1956 read with the Disclosure of
Particulars in the Report of Board of Directors Rules, 1988, as
amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING ANDOUTGO
Information as per Section 217 (1) (e) of Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, is given in the Annexure A forming part of
the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that:
i) In the preparation of annual accounts for the financial year ended
31th March, 2011, the applicable accounting standards have been
followed and that there were no material departures;
ii) The accounting policies selected by them have been applied
consistently, and they have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of the Company as on 31st March, 2011 and profit of the Company for the
year ended 31st march, 2011;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 to safeguard the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis..
APPRECIATION
Your Directors wish to place on record their sincere thanks to the
Companys Bankers for their valuable support.
For & on behalf of the Board
AMARJIT GOYAL
Chairman & Whole Time Director
Place : Chandigarh
Dated : 12th May, 2011
Mar 31, 2010
The Directors hereby present their 36th Annual Report and audited
accounts of the Company for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
Rs. in Lacs
Year
Ended Year Ended
31.03.2010 31.03.2009
Gross Sales & other Receipts 31415 31398
Excise Duty 2453 3625
Net Sales & Income from Operations 28962 27773
Operating Profit 2434 883
Interest 1031 1093
Cash Profit/Loss 1403 (210)
Depreciation 454 431
Profit before Tax (PBT) 949 (641)
Net Profit/Loss 615 (472)
PERFORMANCE
During the year under review, the Company achieved gross sales and
other receipts of Rs. 314.15 Crores as compared to Rs. 313.98 Crores in the
previous year. The Company has achieved a net profit of ^ 6.15 Crores
as compared to net loss of Rs. 4.72 Crores in the previous year.
In the backdrop of the global recession during the fiscal 2008-2009,
the year under review started on a difficult note. The first half of
the year did not show significant improvement in operations. But in the
second half, with the revival of domestic demand, specially from the
Automobile & Engineering Industry, the company could show better
performance. The Rolled products sales volume increased from 53,108 MT
in the year 2008-09 to 68,495 MT in the year 2009-10.
During the year your company has taken initiative to explore the new
market segments. It has worked towards getting approval from OEMs for
Two Wheelers & Car Segments. This initiative will help in the better
performance of the company in the times ahead.
PROJECTS
The company has strengthened its Quality Control in line with the
requirements of OEMs. The company has commissioned the
state-of-the-art Automatic Ultrasonic Testing Machine.
CURRENT OPERATIONS
Your directors are pleased to report that the current year started on a
strong note with an all round demand in automotive and engineering
industry. With the present scenario and the encouraging forecasts from
the Industry & Government, it is expected that the Industry will do
fairly well in the time ahead. This augurs well for your Company.
During the first quarter, the Company has achieved Net Sales of Rs. 86.44
Crores as compared to Rs. 68.50 Crores in the same period, previous year.
It has earned profit before tax of Rs. 3.90 Crores as compared to Rs. 1.68
Crores in the same quarter, previous year.
ISSUE OF WARRANTS TO PROMOTERS
In April 2010, the Promoter & Promoter group were allotted 14,00,000
warrant on preferential basis (subject to BSE approval) convertible
into equity shares at a price of Rs. 33 per share (price being not less
than the SEBI price) to be converted within a period of 18 months from
the date of BSEs approval and allotment.
KAIZEN&TS 16949 ACCREDITATION
During the year the company continued implementation of Kaizen project
and conducted a number of workshops. Your Companys manufacturing
facilities continue to maintain TS 16949 Certification by DNV
Netherlands, a leading international Certification Company.
DIRECTORS
Mr. Amarjit Goyal, Chairman & Mg. Director of the companys tenure has
ended on 28.06.2010. The Board of Directors has appointed him as Whole
Time Director for a period of three years with effect from 29.06.2010
subject to approval of shareholders at the ensuing Annual General
Meeting.
Mr. Goyal will continue to remain the Chairman of the Board.
Mr. Beant Singhs term will end by the ensuing Annual General Meeting
and he is not seeking re-appointment. The directors place on record
their sincere appreciation for the valuable contributions made by Mr.
Beant Singh during his long association with the Company.
Mr. D.S. Gill, Director shall retire by rotation at the ensuing Annual
General Meeting, and being eligible, offers himself for re-appointment.
AUDITORS
M/s A. Goel & Associates, Auditors of the Company, hold office until
the conclusion of the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
Your Directors have appointed M/s V, Kumar & Associates as Cost
Auditors of the Company for the year 2010-11 to conduct the cost audit
subject to the approval of the Central Government.
AUDITORS REPORT
All the comments of the Statutory Auditors on the Annual Accounts of
the Company are self- explanatory and require no further comments.
FIXED DEPOSITS
The outstanding deposits at the end of the year under review amount to
Rs. 258.13 Lacs (Previous year Rs. 238.38Lacs). There are no overdue
deposits.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS
A separate report on Corporate Governance and Management Discussions &
Analysis is attached herewith and forms part of this report.
HUMAN RESOURCES
Harmonious employee relations prevailed throughout the year. Your
Directors place on record their appreciation of all employees for their
hard work and dedication.
The statement showing particulars of employees as required under
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, as amended, is enclosed as
Annexure A and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
information as per Section 217 (1) (e) of Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988, is given in the Annexure B forming part of
the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant of Section 217 (2AA) of the Companies Act, 1956 the Directors
confirm that:
i) In the preparation of annual accounts for the financial year ended
31st March 2010, the applicable accounting standards have been followed
and that there were no material departures,
ii) The accounting policies selected by them have been applied
consistently, and they have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of the Company as on 31st March 2010 and profit of the Company for the
year ended 31st March 2010;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 to safeguard the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
APPRECIATION
Your Directors wish to place on record their sincere thanks to the
Companys Bankers for their valuable support.
For & on behalf of the Board
Place : Chandigarh AMARJIT GOYAL
Dated: 30th August, 2010 Chairman & Whole Time Director