Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty Ninth Report of
your Company along with the Audited Statement of Accounts for the year
ended 31st March, 2015.
FINANCIAL RESULTS (Rs. in Lacs)
The financial performance of the Company for the financial year ended
on 31st March, 2015 and 31st March, 2014 are summarized below:-
Particulars 31.03.2015 31.03.2014
Total Income 1795.87 1701.16
Operating profit before interest
and depreciation 192.07 89.33
Interest 54.83 55.72
Depreciation 50.02 24.69
Profit before Tax (PBT) 87.22 8.92
Provision for Taxation 16.92 6.07
Security Transaction Tax 0.09 0.06
Deferred Tax Liabilities -8.14 2.04
Minimum Alternate Tax Credit Availed -2.14 -0.84
Profit after Tax (PAT) 80.49 1.59
Balance Brought Forward 55.71 74.12
Profit available for appropriation 136.20 75.71
Transfer to General Reserve 20.00 20.00
Balance carried to Balance Sheet 116.20 55.71
STATEMENT OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review, the total income of your Company
increased to Rs. 1795.87 lakhs from Rs. 1701.16 lakhs as compared to
previous year. The said total income includes an additional
contribution of turnover from new venture of handling services
division of the Company of Rs. 174.11 lakhs during the year. During
the year, the net profit before interest and tax from steel
manufacturing division decreased to Rs. 26.22 lakhs from Rs. 43.18
lakhs as compared from the previous year. However during the year, the
new venture of handling services business had contributed an
additional net profit before interest and tax of Rs. 84.27 lakhs. The
other income comprising the return from investments activities has
registered a net profit before interest and tax of Rs. 70.32 lakhs as
compared to Rs. 22.57 lakhs in the previous year.
The Management System of your Company is in compliance with the
requirement of international quality standard ISO 9001 : 2008 and it
has been duly certified by the JAS-ANZ, an International Certification
Agency.
Your Directors has explored the handling services business and
foresees the activities as profitable venture for future year business
of the Company. Your directors are hopeful to record growth in the
profitability by earning from handling services business as well as
proper savings on account of overhead expenses in the current
financial year.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of your company during
the year.
DIVIDEND
Your Directors have not recommended dividend for the year ended 31st
March, 2015.
TRANSFER TO RESERVES
The net movement in the Reserves of the Company is as under:
Particulars F.Y. 2014-15 F.Y. 2013-14
General Reserve Rs. 20,00,000/- Rs. 20,00,000/-
Security Premium Account Rs. 24,750/- Rs. 7,500/-
Decrease in Revaluation
Reserve Rs. 4,40,529/- Rs. 4,40,529/-
Surplus in Statement of
Profit and Loss Rs. 60,48,885/- Rs. 18,40,691/-
DEPOSITS FROM PUBLIC
During the year under review, your Company did not invite / accept any
Deposits from the public under section 73 and 74 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 1975.
EXTRACT OF ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013 extract of
the Annual Return is annexed to this report as Annexure I and form
part of the Annual Report.
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15, 5 (Five) Board Meetings were held
and the gap between two meetings did not exceed four months. The Board
Meetings were held on 30.05.2014, 13.08.2014, 02.09.2014, 13.11.2014
and 12.02.2015.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In terms of Section 149 of the Act, the Members, at their meeting held
on 30th September, 2014, appointed the following as Independent
Directors of the Company:
* Mr. Pankaj Aggarwal
* Mr. Chaitanya Dalmia
* Mrs. Abhilasha Goenka
The Company has received the declaration under section 149(6) of the
Companies Act, 2013 from the Independent Directors of the Company.
In terms of Section 203 of the Act, the following were designated as
Key Managerial Personnel of your Company by the Board:
* Mr. Ashok Kumar Modi, Managing Director
* Mr. Pawan Kumar Modi, Joint Managing Director cum Chief Financial
Officer
In terms of section 196 of the Act, on recommendation of Nomination
and Remuneration Committee, the Board of Directors of the Company at
its meeting held on 3rd July, 2015 extended the terms of Mr. Ashok
Kumar Modi, Managing Director and Mr. Pawan Kumar Modi, Joint Managing
Director of the Company for five year i.e. upto on 3rd July, 2020.
In accordance with the requirements of the Act and the Articles of
Association of the Company, Mr. Vasu Modi retires by rotation and is
eligible for re-appointment.
During the year under review Mr. Anshuman Goenka, an Independent
Director of the Company, had resigned w.e.f. 2nd September, 2014. Also
Mrs. Abhilasha Goenka was appointed as an Independent Director of the
Company w.e.f. 2nd September, 2014.
AUDITORS & AUDITORS' REPORT
A. Statutory Auditors
M/s. R. K. Govil & Co., Chartered Accountants, Statutory Auditor of
the Company, holds office till the conclusion of the ensuing Annual
General Meeting and is eligible for re-appointment.
The Company has received letter from the auditor to the effect that
their appointment, if made, would be within the prescribed limits
under section 141(3)(g) of the Companies Act, 2013 and that they are
not disqualified for re-appointment.
B. Secretarial Auditors
M/s. Deepak Bansal & Associates, Company Secretaries, were appointed
as Secretarial Auditors to conduct Secretarial Audit of records and
documents of the Company for financial year 2014-15. The Secretarial
Audit Report confirms that the Company has generally complied with the
provisions of the Act, Rules, Regulations, Guidelines, etc. The
Secretarial Audit Report is given in Annexure II and form part of the
Annual Report.
C. Cost Auditors
In terms of provision of section 148(1) of the Companies Act, 2013
read with rule 4 of the Companies (Cost Records and Audit) Amendment
Rules, 2014, Company is not required to maintain cost records for the
financial year 2014-15.
However, in terms of provision of section 209(1)(d) of the Companies
Act, 1956, applicable for the financial year 2013-14 for the product
manufactured by the Company, the Company has filed the Cost Audit
Report for the financial year 2013-14 on 25th September, 2014, within
the prescribed time during the year under review.
D. Internal Auditors
Your Company has appointed M/s. B.R.Maheswari & Co., Chartered
Accountants, New Delhi as Internal Auditors of the Company for the
financial year 2015-16.
EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE
REMARKS:
a) By Statutory Auditors :
There are no qualifications made by the Auditors in their Report which
requires any explanation from the Board of Directors of the Company.
The Notes to Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
b) By Secretarial Auditors :
There were no comments in the Secretarial Auditors Report which
requires any explanation from the Board of Directors of the Company.
FRAUD
Neither the Auditors nor the Secretarial Auditors have brought to the
notice of the Audit Committee or the Board of Directors or the Central
Government the occurrence or brewing of any fraud in the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments which can affect
the financial position of the company between the end of the period
under review and date of this report.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report which forms part of this report.
DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
The Company does not have any Subsidiary Company or Joint Venture
Company. The detail of Associate Company is given in Extract of Annual
Return under Annexure I of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All related party transactions done by the Company during the
financial year were at arm's length and in ordinary course of
business. All related party transactions were placed in the meetings
of Audit Committee and the Board of Directors for their necessary
review and approval. During the financial year your Company has not
entered into any material transaction (as per Clause 49 of the Listing
Agreement) with any of its related parties which may have potential
conflict with the interest of the Company at large. Disclosures
pursuant to Accounting Standards on related party transactions have
been made in the notes to the Financial Statements.
PARTICULARS OF LOAN, GUARANTEES, SECURITIES AND INVESTMENTS
The Company has not given any loan, guarantee, securities or made any
investments under Section 186 of the Companies Act, 2013
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. To maintain its
objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee and to the Chairman and Managing
Director of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of internal audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee and the Board.
RISK MANAGEMENT
The Board of Directors of your Company has, on recommendation of the
Audit Committee framed and adopted a policy on Risk Management of the
Company. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing
basis.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
WHISTLE BLOWER/VIGIL MECHANISM
Your Company has an effective Vigil Mechanism system which is embedded
in its Code of Conduct to report to the management instances of
unethical behaviour, actual or suspected, fraud or violation of the
Company's code of conduct or ethics policy. The Code of Conduct of
your Company serves as a guide for daily business interactions,
reflecting your Company's standard for appropriate behavior and living
Corporate Values. The Vigil Mechanism provides a mechanism for
employees of the Company to approach the Chairman of the Audit
Committee of the Company.
NOMINATION & REMUNERATION POLICY
The broad terms of reference of the Nomination and Remuneration
Committee ("NRC") of the Company are as under:
a) To identify suitable persons, interview them, if necessary, and
recommend them as suitable candidates to fill up vacancies on the
Board or augment the Board and Senior Management.
b) To develop a policy to ensure the optimum composition of the Board
of Directors ensuring a mix of knowledge, experience and expertise
from diversified fields of knowledge i.e. Policy on Board Diversity.
The Policy also intends to add professionalism and objectivity in the
process of deciding Board membership.
c) To lay down criteria for the evaluation of the Board.
d) To formulate a criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a
Policy thereon.
e) To formulate criteria for evaluation of Directors.
The company has adopted a Nomination and Remuneration Policy as
recommended by "NRC" and the objective of Nomination and Remuneration
Policy is to ensure rationale and objectivity in the remuneration of
the Directors, Senior Management & employees of the Company. The
Policy also intends to bring in a pragmatic methodology in screening
of candidates who may be recommended to the position of Directors and
to establish effective evaluation criteria to evaluate the performance
of every Director and the overall Board of the Company.
The Policy also serves as a guiding principle to ensure good Corporate
Governance as well as to provide sustainability to the Board of
Directors of the Company
The policy as adopted is framed in accordance with provisions
contained in sub-section (3) of Section 178 of the Companies Act, 2013.
Provisions of Section 197(12) of the Companies Act, 2013, read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are not applicable to your Company as no
Director of the Company is drawing remuneration from the Company
during the year under review. None of the employees is related to any
Director of the Company.
FORMAL EVALUATION OF BOARD, COMMITTEES & DIRECTORS' PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and other Committees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134 (3) (m)
of the Companies Act, 2013 read with Rule 8 of Companies (Accounts)
Rules, 2014 regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo for the year ended 31st March,
2015 are annexed as Annexure III and form an integral part of this
report.
PARTICULARS OF EMPLOYEES
The information required under Rule 5 (2) and (3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not required as there was no employee on the payroll of the Company
receiving remuneration in excess of limit prescribed under the said
rules.
CORPORATE GOVERNANCE
In terms of Circular Number CIR/CFD/POLICY CELL/7/2014 dated September
15, 2014, issued by SEBI, the provision of clause 49 is not mandatory
as paid-up share capital of the Company is less than Rs. 10 crore and
net-worth of the Company is less than Rs. 25 crore, as on the last day
of the previous financial year. Your Directors has voluntarily done
compliance to the requirement set out by the Securities and Exchange
Board of India's Corporate Governance practices and have implemented
the prescribed stipulations.
A Report on Corporate Governance annexed as Annexure V and Management
Discussion & Analysis Report annexed as Annexure IV, in terms of
Clause 49 of the Listing Agreement together with a Certificate from
the Company Secretary in practice confirming compliance with the
conditions of Corporate Governance form part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITIES
The provision of section 135 of the Companies Act, 2013 is not
applicable on the Company as your Company did not meet any of the
applicability criteria as specified under Companies (Corporate Social
Responsibility Policy) Rules, 2014.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE, (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your company did not come across any complaints by any employees
during the year under review relating to the sexual harassment.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, cost auditors, secretarial auditors and
external consultants and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2014-15.
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your
Directors in respect of the Audited Annual Accounts for the year ended
31st March, 2015, to the best of their knowledge and ability, hereby
state and confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) They have, selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended on March 31, 2015
and of the profit of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
(v) They 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) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
APPRECIATION & ACKNOWLEDGEMENT
Your Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Central Government,
the State Government, the Financial Institutions, Banks as well as the
Shareholders during the year under review. Your Directors also with
the place on record their appreciation of the devoted and dedicated
service rendered by all the employees of your Company.
For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 03.09.2015 Chairman and Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Eighth Report of
your Company along with the Audited Statement of Accounts for the year
ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in Lacs)
The financial performance of the Company for the financial year ended
on 31st March, 2014 and 31st March, 2013 are summarized below:-
Particulars 31.03.2014 31.03.2013
Total Income 1701.16 2283.34
Operating profit before interest
and depreciation 90.44 136.13
Interest 55.72 63.04
Depreciation 24.69 34.07
Profit before Tax (PBT) 10.03 39.02
Provision for Taxation 6.07 7.70
Security Transaction Tax 0.06 0.06
Deferred Tax Liabilities 2.04 -1.45
Minimum Alternate Tax Credit Availed -0.84 -6.54
Profit after Tax (PAT) 2.70 39.25
Balance Brought Forward 74.12 75.64
Prior year adjustment -1.11 -0.77
Profit available for appropriation 75.71 114.12
Transfer to General Reserve 20.00 40.00
Balance carried to Balance Sheet 55.71 74.12
PERFORMANCE DURING THE YEAR UNDER REVIEW
During the year under review, the turnover of your Company decreased to
Rs. 1775.75 lakhs from Rs. 2423.63 lakhs previous year. However the net
profit before interest and tax from steel division decreased to Rs.
43.18 lakhs from Rs. 79.38 lakhs in the previous year. The other income
comprising the return from investments activities has registered a net
profit before interest and tax of Rs. 22.57 lakhs as compared to net
loss of Rs. 33.64 lakhs in the previous year.
QUALITY MANAGEMENT
The Management System of your Company are in compliance with the
requirement of international quality standard ISO 9001 : 2008 and it
has been duly certified by the JAS-ANZ, an International Certification
Agency.
FUTURE OUTLOOK
Your Company has upgraded its plant and installed Gassifier Equipment
which consumes Coal a cheaper fuel as compared to furnace oil for its
production at its re-rolling plant after the close of financial year
under review. Your directors are hopeful to improve the profitability
by proper savings on account of fuel cost in the current financial
year.
DIRECTORS
To satisfy the requirements of the provisions of the Companies Act,
2013, Shri Pawan Kumar Modi, Jt. Managing Director of the Company is
made liable to retire by rotation and being eligible offer himself for
re-appointment. The existing terms and conditions of employment with
the Company of Shri Pawan Kumar Modi, Jt. Managing Director, if
re-appointed, shall remain same.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Article of Association of the Company, Mrs. Abhilasha Goenka
was appointed as an Additional Director designated as Independent
Director w.e.f. 2nd September, 2014 and she hold office upto the date
of ensuing Annual General Meeting. The Company has received requisite
notice in writing from a member proposing Mrs. Abhilasha Goenka for her
appointment for a term upto 31st March, 2019, as an Independent
Director of the Company, not liable to retire by rotation.
The Board has recommended to fix the term of Shri Pankaj Agarwal and
Shri Chaitanya Dalmia, the existing Independent Directors of the
Company upto 31st March, 2019. The Company has received requisite
notice from members proposing Shri Pankaj Agarwal and Shri Chaitanya
Dalmia as Independent Directors of the Company.
Also Mr. Anshuman Goenka, an Independent Director of the Company, has
resigned from directorship of the Company w.e.f. 2nd September, 2014.
DIVIDEND
Your Directors have not recommended dividend for the year ended 31st
March, 2014.
FIXED DEPOSITS
During the year under review, your Company did not invite/accept any
Fixed Deposits from the public under Companies (Acceptance of Deposits)
Rules, 1975.
AUDITORS & AUDITORS'' REPORT
M/s. R. K. Govil & Co., Chartered Accountants, Statutory Auditor of the
Company, holds office till the conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment.
The Company has received letter from the auditor to the effect that
their appointment, if made, would be within the prescribed limits under
section 149(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment.
The comments in the Auditors Report dated 30th May, 2014 read with
notes to the financial statements is self-explanatory and do not call
for any further comments.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant Accounting Principles and also complies
with the Accounting Standards issued by the Institute of Chartered
Accountants of India.
COST AUDITOR
In accordance with Audit Committee''s recommendations at the meeting
held on 24th May, 2013, the Board had appointed M/s. Neeraj Sharma &
Co., Cost Accountants, as Cost Auditors of the Company for the
Financial Year 2013-14. The Company is yet to file its Cost Audit
Report for the financial year 2013-14. However, the Cost Audit Report
for the financial year 2012-13 was filed within the prescribed time
during the year under review.
Further, at the meeting held on 30th May, 2014, the Board has appointed
M/s. Neeraj Sharma & Co., Cost Accountants, as Cost Auditors of the
Company for the Financial Year 2014-15.
INTERNAL AUDIT
Your Company has appointed M/s. B.R. Maheswari & Co., Chartered
Accountants, New Delhi as Internal Auditors of the Company for the
financial year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo for the year ended 31st March, 2014 are annexed as
Annexure ''A'' and form an integral part of this report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975, are not applicable to
your Company as no employee of the Company is drawing remuneration
equal to or more than the limit specified under Companies (Particulars
of Employees) Rules, 1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirement set out
by the Securities and Exchange Board of India''s Corporate Governance
practices and have implemented all the prescribed stipulations.
A Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement together with a
Certificate from the Company Secretary in practice confirming
compliance with the conditions of Corporate Governance are annexed and
form part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors in respect of the Audited Annual Accounts for the year ended
31st March, 2014, hereby state and confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That the Directors had, selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended on
March 31, 2014 and of the profit of the Company for that period;
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors had prepared the annual accounts on a going
concern basis.
APPRECIATION & ACKNOWLEDGEMENT
Your Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Central Government,
the State Government, the Financial Institutions, Banks as well as the
Shareholders during the year under review. Your Directors also with the
place on record their appreciation of the devoted and dedicated service
rendered by all the employees of your Company.
For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 02.09.2014 Chairman and Managing Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the Twenty Seventh Report of
your Company along with the Audited Statement of Accounts for the year
ended 31st March, 2013.
FINANCIAL RESULTS (Rs. in Lacs)
The financial performance of the Company for the financial year ended
on 31st March, 2013 and 31st March, 2012 are summarized below:?
Particulars 31.03.2013 31.03.2012
Total Income 2283.34 3189.71
Operating profit before
interest and depreciation 136.13 173.89
Interest 63.04 80.38
Depreciation 34.07 36.79
Profit before Tax (PBT) 39.02 56.72
Provision for Taxation & FBT 7.70 11.00
Security Transaction Tax 0.06 0.04
Deferred Tax Liabilities 1.45 4.26
Minimum Alternate Tax Credit Availed 6.54 7.61
Profit after Tax (PAT) 39.25 49.03
Balance Brought Forward 75.64 66.03
Prior year adjustment 0.77 0.58
Profit available for appropriation 114.12 115.64
Transfer to General Reserve 40.00 40.00
Balance carried to Balance Sheet 74.12 75.64
PERFORMANACE DURING THE YEAR UNDER REVIEW
During the year under review, the turnover of your Company decreased to
Rs. 1878.94 lakhs from Rs. 2805.91 lakhs previous year. However the net
profit before tax from steel division increased to Rs. 16.34 lakhs from
Rs. 8.10 lakhs in the previous year. The other income comprising the
return from investments activities has registered a net profit of Rs.
22.68 lakhs as compared to net profit of Rs. 48.62 lakhs in the
previous year.
QUALITY MANAGEMENT
The Management System of your Company are in compliance with the
requirement of international quality standard ISO 9001 : 2008 and it
has been duly certified by the JAS?ANZ, an International Certification
Agency.
FUTURE OUTLOOK
Your director has taken all necessary steps to maintain profitability
and financial health of the Company even in the adverse financial
conditions. Your directors are also hopeful to maintain the same in the
current financial year as well.
DIRECTORS
Mr. Anshuman Goenka, Director of the Company retires by rotation and
being eligible, offer himself for re?appointment. Your directors
recommend his re?appointment.
DIVIDEND
Your Directors have not recommend dividend for the year ended 31st
March, 2013.
FIXED DEPOSITS
Your Company did not invite / accept any Fixed Deposits from the public
and is therefore not required to furnish information in respect of
outstanding deposits under Non-Banking Non-Financial Companies (Reserve
Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules,
1975.
AUDITORS & AUDITORS'' REPORT
M/s R. K. Govil & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and have given their consent for being re- appointed as Statutory
Auditors of the Company, if appointed. They have further confirmed that
the said appointment would be in conformity with the provisions of
Section 224 (1B) of the Companies Act, 1956.
The comments in the Auditors Report dated 24th May, 2013 read with note
no. 26 to 33 are self explanatory.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant Accounting Principles and also complies
with the Accounting Standards issued by the Institute of Chartered
Accountants of India.
COST AUDITOR
On the Audit Committee recommendations at the meeting held on 30th May,
2012, the Board had appointed M/s. Neeraj Sharma & Co., as Cost
Auditors of the Company for the Financial Year 2012- 13. The Company is
yet to file its Cost Audit Report for the financial year 2012-13.
Further, at the meeting held on 24th May, 2013, the Board has appointed
M/s. Neeraj Sharma & Co., as Cost Auditors of the Company for the
Financial Year 2013-14.
AUDIT COMMITTEE
The Audit Committee comprises of three directors namely Shri Pankaj
Kumar Agarwal, Shri Anshuman Goenka and Shri Vasu Modi, fully meets the
requirement of Section 292A of the Companies Act, 1956 and Clause 49 of
the Listing Agreement with Stock Exchange.
DEMATERIALISATION OF SHARES
Your company has entered into a tripartite agreement with National
Securities Depository Limited (NSDL), Central Depository Services
(India) Limited (CDSL) and Skyline Financial Services Pvt. Limited for
maintaining a common share transfer agency, i.e. both in physical and
electronic form. The ISIN Number of the Company is INE654H01011.
STOCK EXCHANGE LISTING
All equity shares issued by your Company are listed at Bombay Stock
Exchange Ltd. under Scrip Code No. 531651. The Company has paid annual
listing fees due to BSE for the year 2013-2014.
CONSERVATION OF ENERGY, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo for the year ended 31st March, 2013 are annexed as
Annexure ''A'' and form an integral part of this report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975, are not applicable to
your Company as no employee of the Company is drawing remuneration
equal to or more than the limit specified under Companies (Particulars
of Employees) Rules, 1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirement set out
by the Securities and Exchange Board of India''s Corporate Governance
practices and have implemented all the prescribed stipulations.
A Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement together with a
Certificate from the Auditors confirming compliance with the conditions
of Corporate Governance are annexed and form part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors in respect of the Audited
Annual Accounts for the year ended 31st March, 2013, hereby state and
confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That the Directors had, selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended on
March 31, 2013 and of the profit of the Company for that period;
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors had prepared the annual accounts on a going
concern basis.
APPRECIATION & ACKNOWLEGEMENT
Your Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Central Government,
the State Government, the Financial Institutions, Banks as well as the
Shareholders during the year under review. Your Directors also with the
place on record their appreciation of the devoted and dedicated service
rendered by all the employees of your Company.
For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 13.08.2013 Chairman and Managing Director
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the Twenty Sixth Report of
your Company along with the Audited Statement of Accounts for the year
ended 31st March, 2012.
FINANCIAL RESULTS (Rs. in Lacs)
The financial performance of the Company for the financial year ended
on 31st March, 2012 and 31st March, 2011 are summarized below:-
Particulars 31.03.2012 31.03.2011
Total Income 3189.71 4103.00
Operating profit before
interest and depreciation 173.89 119.23
Interest 80.38 42.83
Depreciation 36.79 33.25
Profit before Tax (PBT) 56.72 43.15
Provision for Taxation & FBT 11.00 8.22
Security Transaction Tax 0.04 0.08
Deferred Tax Liabilities 4.26 17.66
Minimum Alternate Tax Credit Availed -7.61 -4.30
Profit after Tax (PAT) 49.03 11.43
Balance Brought Forward 66.03 83.93
Prior year adjustment 0.58 0.61
Profit available for appropriation 115.64 106.03
Transfer to General Reserve 40.00 40.00
Balance carried to Balance Sheet 75.64 66.03
PERFORMANACE DURING THE YEAR UNDER REVIEW
During the year under review, new Steel Casting unit at Bhiwadi,
Rajasthan, which earlier had commenced its commercial production during
previous financial year, could not become stable due to competitive
market of the steel industry in its region. With a view to achieve
substantial growth in the year under review, product line was changed
to engineered product viz., casting products as per customer''s
specification which resulted in decrease of turnover of the Company.
Further, due to long transition period from one product line to another
and increased burden of fixed expenses as well as interest cost of the
financial institution has impacted profitability of the company
severely.
During the year under review, the turnover of your Company decreased to
Rs. 2805.91 lakhs from Rs. 4064.76 lakhs previous year. However the net
profit before tax from steel division decreased to Rs. 2.46 lakhs from
Rs. 86.90 lakhs in the previous year. The other income comprising the
return from investments activities has registered a net profit of Rs.
54.26 lakhs as compared to net loss of Rs. 43.74 lakhs in the previous
year.
QUALITY MANAGEMENT
The Management System of your Company are in compliance with the
requirement of international quality standard ISO 9001 : 2000 and it
has been duly certified by the JAS-ANZ, an International Certification
Agency.
FUTURE OUTLOOK
Even after facing inflation and increasing interest rate your company
has maintained its position remarkably. Also, in spite of a downward
trend in the overall economic space, the company hopes to maintain both
the top and the bottom lines in financial year ending March, 2013.
DIRECTORS
Mr. Pankaj Agarwal, Director of the Company retires by rotation and
being eligible, offer himself for re-appointment. Your directors
recommend his re-appointment.
DIVIDEND
Your Directors have not recommend dividend for the year ended 31st
March, 2012.
FIXED DEPOSITS
Your Company did not invite / accept any Fixed Deposits from the public
and is therefore not required to furnish information in respect of
outstanding deposits under Non-Banking Non-Financial Companies (Reserve
Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules,
1975.
AUDITORS & AUDITORS'' REPORT
M/s R. K. Govil & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and have given their consent for being re- appointed as Statutory
Auditors of the Company, if appointed. They have further confirmed that
the said appointment would be in conformity with the provisions of
Section 224 (1B) of the Companies Act, 1956. The comments in the
Auditors Report dated 30th May, 2012 read with note no. 30 are self
explanatory.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant Accounting Principles and also complies
with the Accounting Standards issued by the Institute of Chartered
Accountants of India.
COST AUDITOR
The Ministry of Corporate Affairs has introduced the Companies (Cost
Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated
June 3, 2011. These rules make it mandatory for industries to appoint a
Cost Auditor within 90 days of the commencement of the Financial Year.
The Cost Audit Order No. 52/26/CAB/2010 dated June 30, 2011 covers your
Company''s manufacturing operation w.e.f. April 1, 2011. Based on the
Audit Committee recommendations at the meeting held on 30th May, 2011,
the Board has appointed M/s. Neeraj Sharma & Co., as Cost Auditors of
the Company for the Financial Year 2011-12. The Company is yet to file
its Cost Audit Report for the f.y. 2011-12. Further, at the meeting
held on 30th May, 2012, the Board has appointed M/s. Neeraj Sharma &
Co., as Cost Auditors of the Company for the Financial Year 2012-13.
AUDIT COMMITTEE
The Audit Committee comprises of three directors namely Shri Pankaj
Kumar Agarwal, Shri Anshuman Goenka and Shri Vasu Modi, fully meets the
requirement of Section 292A of the Companies Act, 1956 and Clause 49 of
the Listing Agreement with Stock Exchange.
DEMATERIALISATION OF SHARES
Your company has entered into a tripartite agreement with National
Securities Depository Limited (NSDL), Central Depository Services
(India) Limited (CDSL) and Skyline Financial Services Pvt. Limited for
maintaining a common share transfer agency, i.e. both in physical and
electronic form. The ISIN Number of the Company is INE654H01011.
STOCK EXCHANGE LISTING
All equity shares issued by your Company are listed at Bombay Stock
Exchange Ltd. under Scrip Code No. 531651. The Company has paid annual
listing fees due to BSE for the year 2012-2013.
CONSERVATION OF ENERGY, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND
OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo for the year ended 31st March, 2012 are annexed as
Annexure ''A'' and form an integral part of this report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975, are not applicable to
your Company as no employee of the Company is drawing remuneration
equal to or more than the limit specified under Companies (Particulars
of Employees) Rules, 1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirement set out
by the Securities and Exchange Board of India''s Corporate Governance
practices and have implemented all the prescribed stipulations.
A Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement together with a
Certificate from the Auditors confirming compliance with the conditions
of Corporate Governance are annexed and form part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors in respect of the Audited
Annual Accounts for the year ended 31st March, 2012, hereby state and
confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures; (ii) That the Directors had, selected
such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year ended on March 31, 2012 and of the profit of the
Company for that period; (iii) That the Directors had taken proper and
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 1956 for safeguarding
the assets of your Company and for preventing and detecting fraud and
other irregularities; (iv) That the Directors had prepared the annual
accounts on a going concern basis.
APPRECIATION & ACKNOWLEGEMENT
Your Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Central Government,
the State Government, the Financial Institutions, Banks as well as the
Shareholders during the year under review. Your Directors also with the
place on record their appreciation of the devoted and dedicated service
rendered by all the employees of your Company.
For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 13.08.2012 Chairman and Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Fourth Report of
your Company along with the Audited Statement of Accounts for the year
ended 31 March, 2010.
AMALGAMATION OF MODI METAL UDYOG PVT. LTD. WITH THE COMPANY
Modi Metal Udyog Pvt. Ltd. (MMUPL) has been amalgamated with the
Company. The Scheme of Amalgamation was sanctioned by the Honble High
Court of Judicature at New Delhi vide Order dated 26th February, 2010.
The Scheme became effective on 20th April, 2010, the Appointed Date of
the Scheme being 1st April, 2010.
FINANCIAL RESULTS (Rs. in Lacs)
The assets and liabilities of MMUPL and its operating results have been
incorporated in the Companys books with effect from 1st April, 2008
(Appointed Date). The figures for the financial year ended 31st March,
2009 have been re-worked and re-stated giving effect to the
amalgamation. The financial performance of the Company for the
financial year ended on 31st March, 2010 and 31st March, 2009 are
summarized below:-
Particulars 31.03.2010 31.03.2009
Total Income 2041.12 1785.15
Operating profit before interest and
depreciation 77.44 43.94
Interest 13.60 14.03
Depreciation 25.32 23.28
Profit before Tax (PBT) 38.52 6.63
Provision for Taxation & FBT 5.48 1.70
Security Transaction Tax 0.68 0.02
Deferred Tax Liabilities 6.50 0.54
Minimum Alternate Tax Credit Availed -5.48 -0.56
Profit after Tax (PAT) 31.34 4.93
Balance Brought Forward 89.61 118.89
Prior year adjustment -0.02 0.79
Profit available for appropriation 120.93 124.61
Transfer to General Reserve 37.00 35.00
Balance carried to Balance Sheet 83.93 89.61
PERFORMANACE DURING THE YEAR UNDER REVIEW
During the year under review, the turnover of your Company increased to
1840.50 lakhs from 1608.40 lakhs previous year, registering an increase
of 14.43%. However the net profit before tax from steel division
increased to 70.45 lakhs from 32.86 lakhs in the previous year. The
other income comprising the return from investments activities has
registered a net loss of Rs. 38.44 lakhs as compared to net loss of Rs.
25.98 lakhs in the previous year.
QUALITY MANAGEMENT
The Management System of your Company are in compliance with the
requirement of international quality standard ISO 9001 : 2000 and it
has been duly certified by the JAS-ANZ, an International Certification
Agency.
FUTURE OUTLOOK
Your Directors are pleased to report that your Company has expanded the
business by setting up a Steel Casting unit at the industrial plot at
Bhiwadi, Rajasthan. The said unit has commenced its commercial
production during the first quarter of financial year 2010-11. The
range of product manufactured at the new unit includes backward
integrated product for the unit of the Company at Ghaziabad, U.P. Your
Company looks forward towards better performance since the new unit has
already established in-house market as well as it opens up a broad
market as the product range of your Company now covers top to bottom
line of products in the steel industry. Also in view of development of
various infrastructure projects all over the Country, your Directors
look forward to increase the market share of your Company.
DIRECTORS
Mr. Vasu Modi, Director of the Company retires by rotation and being
eligible, offer himself for re-appointment. Your directors recommend
his re-appointment.
DIVIDEND
Due to expansion of operations, your Directors have not recommend
dividend for the year ended 31st March, 2010.
FIXED DEPOSITS
Your Company did not invite / accept any Fixed Deposits from the public
and is therefore not required to furnish information in respect of
outstanding deposits under Non-Banking Non-Financial Companies (Reserve
Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules,
1975.
AUDITORS & AUDITORS REPORT
M/s R. K. Govil & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and have given their consent for being reappointed as Statutory
Auditors of the Company, if appointed. They have further confirmed that
the said appointment would be in conformity with the provisions of
Section 224 (IB) of the Companies Act, 1956.
As regard the observation made by the Statutory Auditors in their
Report dated 28th May, 2010, in respect of appeal pending against sales
tax authority, it is clarified that the Company has filed the appeal
before Honble High Court at Allahabad against imposition of Entry Tax
on Job Work.
While accepting appeal the Honble High Court at Allahabad has stayed
the said imposition of Entry Tax on Job Work and further directed the
Company to submit Bank Guarantee to the sales tax authority for an
amount equivalent to Entry Tax on Job Work, if applicable, due upto the
date of such order. The Company has accordingly submitted a Bank
Guarantee of Rs. 5,28,000/-to the sales tax authority, which has been
stated under contingent liability vide point no. 3(a) of notes to
accounts annexed to the Balance Sheet for the year under review.
The other observations of Statutory Auditors and Notes to the Accounts
are self explanatory.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant Accounting Principles and also complies
with the Accounting Standards issued by the Institute of Chartered
Accountants of India.
AUDIT COMMITTEE
The Audit Committee comprises of three directors namely Shri Pankaj
Kumar Agarwal, Shri Anshuman Goenka and Shri Vasu Modi, fully meets the
requirement of Section 292A of the Companies Act, 1956 and Clause 49 of
the Listing Agreement with Stock Exchange.
DEMATERIALISATION OF SHARES
Your company has entered into a tripartite agreement with National
Securities Depository Limited (NSDL), Central Depository Services
(India) Limited (CDSL) and Skyline Financial Services Pvt. Limited for
maintaining a common share transfer agency, i.e. both in physical and
electronic form. The ISIN Number of the Company is INE654H01011.
STOCK EXCHANGE LISTING
All equity shares issued by your Company are listed at Bombay Stock
Exchange Ltd. under Scrip Code No. 531651. Trading Permission has been
given by Bombay Stock Exchange Ltd. for 4,71,704 nos. of equity shares
issued by your Company on 17th May, 2010, in accordance with the Scheme
of Amalgamation sanctioned by Honble High Court of Delhi vide order
dated 26th February, 2010. The Company has paid annual listing fees due
to BSE for the year 2010-2011.
CONSERVATION OF ENERGY, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo for the year ended 31st March, 2010 are annexed as
Annexure A and form an integral part of this report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975, are not applicable to
your Company as no employee of the Company is drawing remuneration
equal to or more than the limit specified under Companies (Particulars
of Employees) Rules, 1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirement set out
by the Securities and Exchange Board of Indias Corporate Governance
practices and have implemented all the prescribed stipulations.
A Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement together with a
Certificate from the Auditors confirming compliance with the conditions
of Corporate Governance are annexed and form part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors in respect of the
Audited Annual Accounts for the year ended 31st March, 2010, hereby
state and confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures; (ii) That the Directors had, selected
such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year ended on March 31, 2010 and of the profit of the
Company for that period; (iii) That the Directors had taken proper and
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 1956 for safeguarding
the assets of your Company and for preventing and detecting fraud and
other irregularities; (iv) That the Directors had prepared the annual
accounts on a going concern basis.
APPRECIATION & ACKNOWLEGEMENT
Your Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Central Government,
the State Government, the Financial Institutions, Banks as well as the
Shareholders during the year under review. Your Directors also with the
place on record their appreciation of the devoted and dedicated service
rendered by all the employees of your Company.
For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Sd/-
Place : New Delhi Ashok Kumar Modi
Date : 13.08.2010 Chairman and Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the Twenty Third Report of
your Company along with the Audited Statement of Accounts for the year
ended 31 March, 2009.
FINANCIAL RESULTS ( Rs. In Lacs)
Particulars 31.03.2009 31.03.2008
Total Income 1776.21 1601.43
Operating profit before
interest and depreciation 39.85 151.39
Interest 14.02 23.88
Depreciation 22.06 26.13
Profit before Tax (PBT) 3.76 101.38
Provision for Taxation 0.00 12.00
Provision for Fringe
Benefit Tax (FBT) 1.37 1.55
Security Transaction Tax 0.02 0.49
Deferred Tax Liabilities -0.97 -1.71
Minimum Alternate Tax Credit Availed 0.00 1.56
Profit after Tax (PAT) 3.34 87.49
Balance Brought Forward 116.99 95.11
Prior year adjustment 0.81 9.39
Profit available for appropriatin 121.14 191.99
Transfer to General Reserve 34.00 75.00
Balance carried to Balance Sheet 87.14 116.99
PERFORMANACE DURING THE YEAR UNDER REVIEW
During the year under review, the turnover of your Company increased to
1608.40 lakhs from 1446.64 lakhs last year, registering an increase of
11.18%. However the net profit before tax from steel division decreased
to 33.11 lakhs from 72.97 lakhs in the last year. This was due to
recession faced by the industry during the year under review. The
Company is emphasizing to improve the same in the years to come. The
other income comprises only the return on investments. The company
incurred net loss from its investments activity of Rs. 29.35 lakhs as
compared to profit of Rs. 28.41 lakhs in the last year. The sharp fall
in the income is due to fall in capital market.
QUALITY MANAGEMENT
The Management System of your Company are in compliance with the
requirement of international quality standard ISO 9001 : 2000 and it
has been duly certified by the JAS-ANZ, an International Certification
Agency.
FUTURE OUTLOOK
The Directors are pleased to report that an industrial plot at
Industrial Area Kahrani (Bhiwadi Extension), Distt. Alwar, Rajasthan,
has been allotted to the Company by Rajasthan State Industrial
Development & Investment Corporation Limited (RIICO Ltd.), Bhiwadi,
Rajasthan. Your Board of Directors has planned to set up a steel
casting facility at the said industrial plot.
DIRECTORS
Mr. Anshuman Goenka, Director of the Company retires by rotation and
being eligible, offer himself for re-appointment. Your directors
recommend his re-appointment.
DIVIDEND
Due to expansion of operations, your Directors have not recommend
dividend for the year ended 31st March, 2009.
FIXED DEPOSITS
Your Company did not invite / accept any Fixed Deposits from the public
and is therefore not required to furnish information in respect of
outstanding deposits under Non-Banking Non-Financial Companies (Reserve
Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules,
1975.
AUDITORS & AUDITORSÃ REPORT
M/s R. K. Govil & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and have given their consent for being re-appointed as Statutory
Auditors of the Company, if appointed. They have further confirmed that
the said appointment would be in conformity with the provisions of
Section 224 (1B) of the Companies Act, 1956.
As regard the observation made by the Statutory Auditors in their
Report dated 3rd September, 2009, in respect of appeal pending against
sales tax authority, it is clarified that the Company has filed the
appeal before HonÃble High Court at Allahabad against imposition of
Entry Tax on Job Work. While accepting appeal the HonÃble High Court at
Allahabad has stayed the said imposition of Entry Tax on Job Work and
further directed the Company to submit Bank Guarantee to the sales tax
authority for an amount equivalent to Entry Tax on Job Work, if
applicable, due upto the date of such order. The Company has
accordingly submitted a Bank Guarantee of Rs. 5,28,000/- to the sales
tax authority, which has been stated under contingent liability vide
point no. 1(a) of notes to accounts annexed to the Balance Sheet for
the year under review.
The other observations of Statutory Auditors and Notes to the Accounts
are self explanatory.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant Accounting Principles and also complies
with the Accounting Standards issued by the Institute of Chartered
Accountants of India.
AUDIT COMMITTEE
The Audit Committee comprises of three directors namely Shri Pankaj
Kumar Agarwal, Shri. Anshuman Goenka and Shri Vasu Modi, fully meets
the requirement of Section 292A of the Companies Act, 1956 and Clause
49 of the Listing Agreement with Stock Exchange.
AMALGAMATION OF MODI METAL UDYOG PRIVATE LTD. WITH THE COMPANY
Your Company has submitted a petition before HonÃble High Court at
Delhi u/s. 391 and 394 for approval of Scheme of Amalgamation of Modi
Metal Udyog Pvt. Ltd. with the Company from Appointed date i.e. 1st
April, 2008. Earlier, the said Scheme has been approved by the
shareholders at the High Court convened shareholders meeting held on
30th June, 2009. Upon receipt of statutory approvals, the Scheme will
be given effect to in the financial statements for the year ended 31st
March, 2009.
DEMATERIALISATION OF SHARES
Your company has entered into a tripartite agreement with National
Securities Depository Limited (NSDL), Central Depository Services
(India) Limited (CDSL) and Skyline Financial Services Pvt. Limited for
maintaining a common share transfer agency, i.e. both in physical and
electronic form. The ISIN Number of the Company is INE654H01011.
STOCK EXCHANGE LISTING
All equity shares issued by your Company are listed at Bombay Stock
Exchange Ltd. (BSE) under Scrip Code No. 531651. The Company has paid
annual listing fees due to BSE for the year 2009-2010.
CONSERVATION OF ENERGY, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo for the year ended 31st March, 2009 are annexed as
Annexure ÃAÃ and form an integral part of this report.
PARTICULARS OF EMPLOYEES
Provisions of Section 217(2A) of the Companies Act, 1956, read with
Companies (Particulars of Employees) Rules, 1975, are not applicable to
your Company as no employee of the Company is drawing remuneration
equal to or more than the limit specified under Companies (Particulars
of Employees) Rules, 1975.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the requirement set out
by the Securities and Exchange Board of IndiaÃs Corporate Governance
practices and have implemented all the prescribed stipulations.
A Report on Corporate Governance and Management Discussion & Analysis
Report, in terms of Clause 49 of the Listing Agreement together with a
Certificate from the Auditors confirming compliance with the conditions
of Corporate Governance are annexed and form part of the Annual Report.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors in respect of the Audited Annual Accounts for the year ended
31st March, 2009, hereby state and confirm:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That the Directors had, selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended on
March 31, 2009 and of the profit of the Company for that period;
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors had prepared the annual accounts on a going
concern basis.
APPRECIATION & ACKNOWLEGEMENT
Your Directors take this opportunity to express their appreciation for
the co-operation and assistance received from the Central Government,
the State Government, the Financial Institutions, Banks as well as the
Shareholders during the year under review. Your Directors also with the
place on record their appreciation of the devoted and dedicated service
rendered by all the employees of your Company.
For and behalf of the Board of Directors
For NATIONAL GENERAL INDUSTRIES LIMITED
Place : New Delhi Sd/-
Date : 03.09.2009 Ashok Kumar Modi
Chairman and Managing Director