Directors Report of Prakash Steelage Ltd.
Mar 31, 2015
To
The Members
Prakash Steelage Limited
Dear Members,
The Directors have pleasure in presenting their 24th Annual Report on
the business and operations of the Company and the audited financial
statements for the Financial Year ended March 31, 2015.
Corporate Overview :
Prakash Steelage Limited is a Company that manufactures and exports
stainless steel tubes and pipes. It has its Registered Office located
at Mumbai, Maharashtra and plants located at Umbergaon, Gujarat and
Silvassa (UT- Dadra & Nagar Haveli ).
Financial Highlights of the Company :
The financial highlights of the Company, for the year ended 31st March,
2015 are summarized below:
(Rs. in Lacs)
Standalone Consolidated
Particulars FY 2014-15 FY 2013-14 FY 2014-15 FY 2013-14
Total Revenue 1,08,455.17 94,833.55 1,13,529.55 1,02,955.72
Less: Expenditure 1,05,179.52 91,493.44 1,10,188.70 99,130.31
Profit Before Tax
and Depreciation 3,275.65 3,340.11 3,340.84 3,825.41
Less: Depreciation 1,135.96 808.66 1,135.96 808.66
Profit Before Tax
(PBT) 2,139.69 2,531.45 2,204.87 3,016.74
Less: Tax 733.69 876.53 733.69 876.53
Net Profit
After Tax (PAT) 1,406.00 1,654.92 1,471.18 2,140.21
Financial Performance :
On Standalone Basis the income from operations fo r the year has
increased to Rs.1,08,455.17 Lacs as compared to Rs.94,833.55 Lacs of
previous year reflecting a growth of 14.36%. The Profit Before Ta x for
the year was Rs.2,139.69 Lacs as against Rs.2,531.45 Lacs. The Net
Profit after Tax is Rs.1,406.00 Lacs as compared to Rs.1,654.92 Lacs
during previous year. The profit percentage both of PBT and PAT were
decreased on account of the increased cost of production and operations
and due to exceptional item.
Subsidiaries :
In accordance with Section 129 (3) of the Companies Act, 2013 and
Accounting Standard (AS) 21, the Company has prepared the Consolidated
Financial Statements of the Company and all its subsidiaries, which
forms part of this Annual Report.
The Company has its Wholly-Owned Foreign Subsidiary at U.A.E. in the
name of Pioneer Stainless & Alloy, F.Z.C. The details with respect to
operations of Wholly-owned Foreign Subsidiary during the year under
review are covered in the Management Discussion and Analysis Report.
The Statement in form AOC-1 (Annexure 1) containing salient features of
the financial statements of Company's Subsidiaries is attached to this
report.
- Wholly-owned Subsidiary / Associate Company :
The Company entered into a Joint Venture Agreement dated 13th February,
2015, executed between theCompany and Tubacex S.A. Spain. Accordingly,
the Company incorporated Joint Venture (JV) Company 'Tubacex Prakash
India Private Limited' as a Wholly Owned Subsidiary, and transferred
its seamless stainless steel tubes and pipes business to JV Company, in
accordance with the provisions of the Business Transfer Agreement dated
25th July, 2015 executed between the Company and the JV Company.
The Company utilized the said consideration in the following manner:
i) Rs.20,601.30 Lac has been utilized towards the repayment of Bank
debts, creditors of seamless division and incidental expenses; and
ii) Rs.314.70 Lac towards investment in the Equity Share Capital in the
JV Company.
The JV Company on July 27, 2015, allotted Equity Shares as per the JV
Agreement, resulting in Tubacex S.A., Spain holds 67.53% and the
Company holds 32.47% of the Equity Share Capital in the JV Company.
Subsequent to the said allotment, the JV Company which had been
incorporated as a Wholly Owned Subsidiary of the Company has become an
Associate Company.
Joint Venture :
- Development of Industrial Park :
During the financial year 2013-14, the Company had formed strategic
alliance with Kargwal Developers Private Limited (Co-promoter Omkar
Group) for developing an Industrial Park in the name of "Krishna
Industrial Park" on its idle land located at Palgam, Umbergaon,
Gujarat. The profit generated through construction business has been
shown as other income of the Company.
Share Capital :
The Paid-up Share Capital of the Company as at 31st March, 2015 stood
at 17.50 Crore. During the year under review, the Company has not
issued shares with or without differential voting rights nor has
granted any stock option or sweat equity. As on 31st March, 2015, none
of the Directors of the Company hold instruments convertible into
Equity Shares of the Company.
Dividend :
The Board has, subject to the approval of members at the ensuing Annual
General Meeting, recommended a dividend of Paise 0.50 (Previous Year
Re. 1/-) per Equity Share on the 1,75,00,039 fully paid-up Equity
Shares of Rs.10/- each, for the financial year ended 31st March, 2015.
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements :
The Company has in place adequate internal financial controls with
reference to financial statements, some of which are outlined below.
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards)
Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions
of the Companies Act, 1956, to the extent applicable. These are in
accordance with generally accepted accounting principles in India.
Changes in policies, if any, are approved by the Audit Co mmittee in
consultation with the Auditors.
The policies to ensure uniform accounting treatment are prescribed to
the subsidiaries of your Company. The accounts of the subsidiary
companies are audited and certified by their respective Auditors for
consolidation.
Your Company operates in SAP system, and has many of its accounting
records stored in an electronic form and backed up periodically.
The Management periodically reviews the financial performance of your
Company against the approved plans across various parameters and takes
necessary action, wherever necessary. Internal Auditors have been
appointed which report on quarterly basis on the operations of the
Company. The observations, if any, of the Internal Auditors, are
resolved to their satisfaction and are implemented across all the
sites.
Credit Rating :
CRISIL has reaffirmed its rating:
1. BBB for long term and
2. A3 for short term
The ratings reflect the Company's financial risk profile, marked by
healthy net worth and low gearing, and its established market position
in the stainless steel pipes and tubes industry. These rating strengths
are partially offset by the Company's working-capita-intensive
operations and its susceptibility to volatility in prices of inputs and
in foreign exchange rate.
Deposits :
The Company has not accepted any Deposit from the public within the
meaning of provisions of Section 73 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits) Rules, 2014.
Statutory Auditors :
M/s. Khandelwal Jain & Co., (Firm Registration No. 105049W) and M/s.
Batliboi & Purohit, (Firm Registration No . 101048W), Chartered
Accountants were appointed as the Joint Statutory Auditors of the
Company for Financial year 2014-15 and holding office upto the
conclusion of the ensuing Annual General Meeting.
However, M/s. Khandelwal Jain & Co., Chartered Accountants (Firm
Registration No. 105049W) have intimated their inability to continue
and therefore not seeking re-appointment, as the Joint Statutory
Auditor at the ensuing Annual General Meeting of the Company.
Your Directors have proposed, on the basis of the recommendation of the
Audit Committee the re-appointment of M/s. Batliboi & Purohit,
Chartered Accountants, (Firm Registration No. 101048W), as the
Statutory Auditor of the Company, and the said firm shall hold office
from the conclusion of this Annual General Meeting till conclusion of
the AGM to be held for the financial year 2019-20 (i.e., for a term of
5 years) (subject to ratification of the appointment by the Members at
every AGM held after this AGM) at such remuneration plus out- of-pocket
expenses as may be agreed to between the Board of Directors of the
Company and the Auditors of the Company.
In this regard, the Company has received necessary consent letter from
M/s. Batliboi & Purohit intimating their consent and eligibility to the
effect that their reappointment, if made, will be in accordance with
Section 141 of the Companies Act, 2013.
Auditors' Report :
There is no qualification in the Auditors' report on the financial
statements of the Company. There is an 'emphasis of matter' regarding
non-disclosure of initial disclosures as required by Accounting
Standard (AS) 24 'Discontinuing Operations' for the proposed transfer
of seamless business. The reason for non-disclosure are mentioned in
note no. 40 to the Financial Statements which is self explanatory.
Cost Auditor :
As per Section 148 read with Companies (Audit and Auditors) Rules, 2014
and other applicable provisions, if any, of the Companies Act, 2013 the
Board of Directors of your Company has appointed M/s. Amish Parmar &
Associates, Cost Accountants as the Cost Auditor of your Company for
the financial year 2015-16 on the recommendations made by the Audit Co
mmittee. The remuneration proposed to be paid to the Cost Auditors,
subject to the ratification by the members at the ensuing Annual
General Meeting, would be Rs.95,000/- plus Service Ta x and out of
pocket expenses, if any. Necessary resolution seeking your ratification
for the proposed remuneration to be paid to the Cost Auditor has been
included in the notice of the Annual General Meeting.
The Co st Audit Report fo r the year ended 31st March, 2014 in XBRL
format has been filed on 29th November, 2014.
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.
Extract of the annual return :
The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as 'Annexure 2' to this Report.
Disclosure under Section 134 (3) (l) of the Companies Act, 2013 :
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial
position of the Company between the end of the financial year of the
Company and date of this report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo :
a. Conservation of energy, technology absorption
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as stated in Annexure 3 of this report.
b. Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual
outflows (as attached Annexure 3) to this report.
Directors and Key Managerial Personnel :
a. Meetings of the Board of Directors and Audit Committee held during
the year 2014-15 :
The details of the number of Board meetings and Audit Committee
Meetings of your Company are set out in the Corporate Governance Report
which forms part of this Report.
b. Changes in Directors and Key Managerial Personnel
In compliance with the provisions of Sections 149, 152, Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Directors) Rules,
2014, D r. Bipin C. Doshi, Mr. Himanshu J. Thaker, M r. Gautam C. Jain
and M r. A. Prakashchandra Hegde were appointed as Independent
Directors on the Board of Directors of your Company at the 23rd AGM
held on September 26, 2014 to hold office upto March 31, 2019.
Further during the financial year 2014-15, Ms. Neetta K. Bokaria, was
appointed as Additional/Non-Executive Director of your Company at the
meeting of the Board of Directors held on March 30, 2015 and
subsequently her appointment was approved as a Non-Executive
(Independent) Director by The shareholders through Postal Ballot.
Dr. Bipin C. Doshi, resigned as the Independent Director of the Company
with effect from 31st May, 2015.
Further in terms of Clause 8.1 of the Joint Venture Agreement executed
between the Company and Tubacex S.A., Mr. Ashok M. Seth, resigned as
the Whole-Time Director and Chief Financial Officer of the Company with
effect from 01st August, 2015, on his proposed appointment as an
Executive Director of Tubacex Prakash India Private Limited, and M r.
Kamal P. Kanugo, resigned as a Whole-time Director of the Company with
effect from 01st August, 2015, on his proposed appointment as an
Executive Director of Tubacex Prakash India Private Limited. Subsequent
to the above-mentioned resignation, M r. Ashok M Seth and Mr. Kamal P.
Kanugo are continuing only as Directors on the Board of Directors of
your Company.
Mr. Hemant Kanugo has been appointed as the Chief Financial Officer of
the Company with effect from 14th August, 2015.
Mr. Prakash C. Kanugo, the Chairman & Managing Director of the Company
is liable to retire by rotation at the ensuing AGM pursuant to the
provisions of the Companies Act, 2013 read with Companies (appointment
and Qualification of Directors) Rules, 2014 and the Articles of
Association of the Company and being eligible has offered himself for
re-appointment. Resolution for his re-appointment is being placed for
your approval at the ensuing AGM. The brief resume of the Director and
other related information has been detailed in the Notice convening
24th AGM. Your Directors recommend his re-appointment.
Mr. Prakash C. Kanugo, Managing Director, M r. Hemant Prakash Kanugo,
Chief Financial Officer are the Key Managerial Personnel of your
Company in accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Ms. Pallavi. P. Shedge tendered
her resignation as the Company Secretary and Compliance Officer of the
Company effective from August 19, 2015.
c. Declaration by an Independent Director(s) and re- appointment, if
any :
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
d. Formal Annual Evaluation :
In terms of the provisions of the Companies Act, 2013 read with Rules
issued thereunder and Clause 49 of the Listing Agreement, the Board of
Directors on recommendation of the Nomination and Remuneration
Committee, have evaluated the effectiveness of the Board/Director(s)
for the financial year 2014-15.
Familiarisation Programme for Independent Directors :
Pursuant to provisions of Clause 49 (II) (B) (7) (b) of the Listing
Agreement, during the year under review the Company prepared and
pursued the Familiarization Programme for Independent Directors as
hosted on Company's website at www.prakashsteelage.com.
Audit Committee :
The Company has its Audit Committee constituted under the provisions
of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, with enhanced scope and functions as stipulated under the
law. The Audit Committee of the Company comprises Mr. Gautam C. Jain
as Chairman of the Committee, Mr.A.Prakashchandra Hegde, Mr. Himanshu
J. Thaker and Mr. Ashok M. Seth as members of the Committee. The
scope and functions of the Committee are available on Company's website
www.prakashsteelage.com. All the recommendations of the Audit Committee
were accepted by the Board of Directors during the year.
Vigil Mechanism :
The Company has adopted vigil mechanism details of which have been
provided in the Corporate Governance Report and policy on vigil has
been posted on the website of the Company i.e.,
www.prakashsteelage.com.
Nomination and Remuneration Committee :
In Compliance with the provisions of Section 178 of Companies Act,
2013, your Company re-constituted its "Nomination and Remuneration
Committee" with enhanced scope and functions as stipulated under the
law. The Nomination and Remuneration Committee of the Company
comprises of Mr. Himanshu J. Thaker as Chairman of the Committee, Ms.
Neetta K. Bokaria and Mr. A. Prakashchandra Hegde as members of the
Committee. The scope and functions of the Committee are available on
Company's website www.prakashsteelage.com.
The Nomination and Remuneration Policy as approved by the Board is
attached herewith as Annexure 4 to this report.
Policy for Selection, Appointment and Remuneration of Directors
including criteria for their performance evaluation :
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The Performance Evaluation of the Directors, the Board and its
Committees was carried out based on the criteria /manner recommended by
the Nomination & Remuneration Committee and approved by the Board of
Directors. Further details in respect of the criteria of evaluation has
been provided in the Corporate Governance Report.
The performance evaluation of the Independent Directors was also
carried out by the entire Board. The performance evaluation of the
Chairman and the Non Independent Directors was carried out by the
Independent Directors who reviewed the performance of the Secretarial
Department. Your directors express their satisfaction with the
evaluation process.
Stakeholders' Relationship Committee :
In Compliance with The provisions of Section 178 of Companies Act,
2013, your Company re-constituted its 'Stakeholders' Relationship
Committee', wi th an enhanced scope and functioning. The stakeholders
Relationship Committee of the Company comprises of M r. A.
Prakashchandra Hegde as Chairman of the Committee and Mr. Himanshu J.
Thaker and Mr. Ashok M. Seth as Members of the Committee. The scope and
functions of the Committee are available on Company's website
www.prakashsteelage.com.
Corporate Social Responsibility Committee :
Your Company has constituted CSR Committee considering the requirements
of the Companies Act, 2013. Details regarding constitution of the
Committee and its meetings have been provided in the Corporate
Governance Report.
The Company has not made any expenditure on CSR as the Company is
still in the process of identifying the eligible project. The Company
intends to contribute the money for CSR activities as soon as the
project is identified.
Risk Management Committee :
Your Company has constituted Risk Management Committee in Compliance
with the Clause 49 of Listing Agreement. The details with respect to
constitution, scope and functions of the Committee are available on
Company's website www.prakashsteelage.com.
Executive Committee :
Your Company has constituted its Executive Committee comprising of
Executive Directors with an enhanced scope and functioning. The
Executive Committee of the Company comprises of M r. Prakash C. Kanugo
as Chairman of the Committee and Mr. Ashok M. Seth, Mr. Hemant P.
Kanugo and Mr. Kamal P. Kanugo as Members of the Committee.
Loans, Guarantees or Investments :
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto is appended in Form No. AOC Â
2 as per Annexure 5 to this report.
Managerial Remuneration:
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197 (12) of the Companies
Act, 2013, read with the Rule 5(1) and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure 6 to this report.
Secretarial Audit Report :
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/s. S. Anantha &
Co., Practising Company Secretary to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as
Annexure 7 to this report.
Necessary explanation to the observations made in the Secretarial Audit
Report are given below:
Non-filing of E-Form-MGT10 i.e., Return to be filed with Ministry of
Corporate Affairs, whenever there is an increase or decrease of two
percent or more in the shareholding of the Promoters and top ten
shareholders within 15 days of such change by the Company.
Though the Company has filed the Annual Return on Foreign Liabilities
and Assets with Reserve bank of India, the return of Annual Performance
Report with respect to the foreign subsidiary is not filed.
Reply: The Company is required to file e-Form MGT-10 in case of any
change of increase / decrease of 2% or mo re in the shareholding of
shareholding of the Promoters and the top ten shareholders and 2% or
more is calculated on the paid up share capital of the Company.
During the year there was no change in The shareholding of the
promoters and the change, if any, in the shareholding of the top ten
shareholders is less than 2% of the paid-up share capital of the
Company.
The return of Annual Performance Report with respect to the foreign
subsidiary was not filed due to oversight. Proper systems and
processes have been introduced to ensure that the Annual Performance
Report is filed within the stipulated time in the subsequent years.
Corporate Governance Certificate :
The Compliance certificate from The auditors or practicing company
secretaries regarding compliance of conditions of corporate governance
as stipulated in Clause 49 of the Listing agreement shall be annexed
with the report.
Internal Control Systems :
Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with new /
revised standard operating procedures.
The Company has entrusted the internal audit to M/s. Anand Jain &
Associates, Chartered Accountants. The initial object of the internal
audit process is test and review of controls, independent appraisal of
risks, business process and benchmarking internal controls with best
practices.
The Audit Committee of the Board of Directors actively reviews, the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen them.
The Company has a robust Management Information System, which is an
integral part of the control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditors
are periodically apprised of the Internal Audit findings and corrective
action taken. Internal audit plays a key role in providing assurance to
the Board of Directors.
Policy on Prevention of Sexual Harassment :
The Company has in place Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Co
mmittee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
During the financial year 2014-2015, no complaints were received
regarding sexual harassment.
Directors' Responsibility Statement :
Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Board of
Directors confirm that:
(a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
(b) the Directors have approved the accounting policies and have been
applied consistently and have made judgment 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 March 31, 2015 and of the profit of the
Company for the year ended on that date;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls are followed by the Company and
that such financial controls are adequate and are operating
effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws are in place and such systems are adequate and
operating effectively.
Acknowledgements :
Your Directors place on record their sincere appreciation to Stock
Exchanges, shareholders, banks, government authorities, business
associates and other stakeholders. The Board also recognizes the
contribution of the valued customers in the growth of the Company and
takes this opportunity to pledge the Company's commitment to serve
them.
Your Directors also wish to place on record their deep sense of
appreciation for the hard work, cooperation, solidarity, dedication and
commitment displayed by all executives, officers and staff during the
year, resulting in the successful performance of the Company.
Regd. Office : On Behalf of the Board of Directors
1402, 14th Floor, For Prakash Steelage Limited
A Wing, Naman Midtown,
Senapati Bapat Marg,
Elphinstone Road,
Mumbai  400 013
Sd/-
Place: Mumbai Prakash C. Kanugo
Date: 14th August, 2015 (Chairman & Managing Director)
CIN: L27106MH1991PLC061595 DIN: 00286366
Tel.: 022 6613 4500
Fax: 022 6613 4599
Website: www.prakashsteelage.com
E-Mail: [email protected]
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 23rd Annual Report of
your Company, together with the Audited Annual Accounts for the
financial year ended 31st March, 2014.
Financial Highlights
The financial performance of the Company, for the year ended 31st
March, 2014 is summarized below:
(Rs. in Lacs)
Year Ended Year Ended
Particulars 31st March,2014 31st March,2013
Income from Operations 94,421.79 79,321.53
Profit before Depreciation and Tax 3,340.13 2,782.31
Depreciation 808.67 723.72
Profit Before Tax 2,531.46 2,058.59
Taxation 876.54 655.89
Profit After Tax 1,654.92 1,402.70
Balance brought forward 5,785.10 5,087.14
Amount available for Appropriation 7,440.02 6,489.84
Proposed Dividend & Tax on Dividend 204.74 204.74
Transfer to General Reserve 500.00 500.00
Balance Transferred to Balance Sheet 6,735.28 5,785.10
Financial Performance
The income from operations for the year has increased to Rs.94,421.79
Lacs as compared to Rs.79,321.53 Lacs of previous year reflecting a
growth of 19.04%. The Profit Before Tax for the year was Rs. 2,531.46
Lacs as against Rs. 2,058.59 Lacs in the previous year reflecting an
increase of Profit by 22.97%. The Net Profit After Tax also increased
by 17.98% at Rs. 1,654.92 Lacs as compared to Rs. 1,402.70 Lacs during
previous year.
Consolidated Accounts
The Consolidated Financial Statements of your Company for the financial
year 2013-14 are prepared in compliance with applicable Accounting
Standards and applicable clauses of the Listing Agreement as prescribed
by the Securities and Exchange Board of India. The consolidated
accounts have been prepared on the basis of audited financial
statements received from wholly-owned foreign subsidiary of the
Company.
A separate statement containing the salient financial information of
the wholly-owned foreign subsidiary of the Company which includes
capital, reserves, total assets, total liabilities, details of
investment, turnover etc. along with the statement under Section 212 of
the Companies Act, 1956, forms part of this report in compliance with
the General Circular No 2/2011 dated 08th February, 2011 issued by
Ministry of Corporate Affairs granting a general exemption from the
provisions of Section 212(8) of the Companies Act, 1956. The annual
accounts and financial statements of the wholly-owned foreign
subsidiary and related detailed information shall be made available to
members on request and are open for inspection at the Registered Office
of your Company during the office hours between 11:00 a.m. to 1:00 p.m.
Wholly-Owned Foreign Subsidiary
The Company has incorporated its Wholly-Owned Foreign Subsidiary at
U.A.E. in the name of Pioneer Stainless & Alloy, F.Z.C., with an object
of trading through import and export of steel and basic steel products.
The details of the Wholly-owned Foreign Subsidiary and its business
operations during the year under review are covered in the Management
Discussion and Analysis Report.
In the completion of first year the Company''s total turnover has stood
at Rs. 81,22,17,323/- (US$ 1,34,25,923) and has gained a satisfactory
profit of Rs. 4,85,29,265/- (US$ 802,187) as per its audited financial
results.
Dividend
The Board has, subject to the approval of members at the ensuing Annual
General Meeting, recommended a dividend of Re.1/- (Previous Year Re.
1/-) per Equity Share on the 1,75,00,039 fully paid-up Equity Shares of
Rs.10/- each, for the financial year ended 31st March, 2014, amounting
to Rs.1,75,00,039/- and tax thereon of Rs. 29,74,132/-.
The Dividend will be paid to members whose names appear in the Register
of Members as on 12th September, 2014, in respect of shares held in
dematerialized form, it will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) Limited, as beneficial owners as on that
date.
Transfer to General Reserve
The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs.
500.00 Lacs) to the General Reserve and an amount of Rs. 6,735.28 Lacs
(Previous year Rs. 5,785.10 Lacs) to be carried to balance sheet out of
the balance amount available for appropriation.
Credit Rating
CRISIL has reaffirmed its rating, ''CRISIL BBB/A3 '' with change in the
outlook to ''Stable''.
The ratings reflect the improved Company''s financial risk profile,
marked by moderate net worth, and healthy gearing, and its established
market position in the stainless-steel pipes and tubes industry. These
rating strengths are partially offset by the Company''s
working-capital-intensive operations and susceptibility of its
profitability to volatility in prices of inputs and in foreign exchange
rates.
Fixed Deposit
The Company has not accepted any Fixed Deposit from public and is
therefore not required to furnish information in respect of outstanding
deposit under Non-Banking Non Financial Companies (Reserve Bank)
Directions, 1966, and The Companies (Acceptance of Deposits) Rules,
1975, as amended.
Directors
In accordance with the provisions of the Companies Act, 2013, no
Independent Director is liable to retire by rotation. Only the
Executive Directors are liable to retire by rotation. In view of this
new provisions and in terms of Article 150 of Articles of Association
of the Company, Mr. Kamal P. Kanugo, Director of the Company, is liable
to retire by rotation at the ensuing Annual General Meeting and being
eligible, have offered himself for re- appointment. Your Directors
recommend his re-appointment.
Further, your Board of Directors is seeking the appointment of all the
existing Independent Directors, viz. Mr. A. Prakashchandra Hegde, Dr.
Bipin C. Doshi, Mr. Gautam Chand C. Jain, and Mr. Himanshu J. Thaker as
Independent Directors of the Company in terms of Section 149 of the
Companies Act, 2013, for a period of 5 (five) years with effect from
01st April, 2014 up to 31st March, 2019, with their period of office
not liable to be determined by retirement of Directors by rotation.
The Company has received notices from members under Section 160 of the
Companies Act, 2013, along with required deposits proposing the
appointment of Mr. A. Prakashchandra Hegde, Dr. Bipin C. Doshi, Mr.
Gautam Chand C. Jain, and Mr. Himanshu J. Thaker, as Independent
Directors of the Company at this Annual General Meeting.
The Company has also received the requisite disclosures/declarations
from said directors as required under Section 149 and other applicable
provisions of the Companies Act, 2013, and Rules made thereunder.
Appropriate resolutions seeking your approval for the appointment of
Mr. A. Prakashchandra Hegde, Mr.
Gautam Chand C. Jain, Dr. Bipin C. Doshi and Mr. Himanshu J.
Thaker as Independent Directors of the
Company, has already been included in the notice of the Annual General
Meeting. None of the Directors are related to each other per se.
Your Directors recommend the above-mentioned appointments. The
particulars and brief resume of Directors to be re-appointed /
appointed are included in the Corporate Governance Report forming part
of this Annual Report.
Directors'' Responsibility Statement
In accordance with Section 217(2AA) of the Companies Act, 1956, your
Board of Directors confirms that:
(i) in the preparation of the annual accounts of the company, the
applicable accounting standards have been followed, along with proper
explanation relating to material departures; and that there are no
material departures from prescribed accounting standards in the
adoption of these standards;
(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 and of the profit of the
Company for that year;
(iii) they have taken sufficient care to maintain adequate accounting
records in accordance with the provisions of the Companies Act, 1956
(to the extent applicable), the provisions of the Companies Act, 2013
(to the extent notified) for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) they have prepared the annual accounts of the Company on a ''going
concern'' basis.
Whole-time Key Managerial Personnel (KMP)
In accordance with Section 203 of the Companies Act, 2013, every Listed
Company is required to have certain officers of the Company as
Whole-time KMP. Your Board of Directors has taken note of the existing
office of the following personnel as Whole-time KMP of the Company:
1. Mr. Prakash C. Kanugo, Managing Director
2. Mr. Ashok M. Seth, Whole-Time Director
(Finance) Â as CFO
3. Ms. Pallavi P. Shedge, Company Secretary
Auditors
The Existing Statutory Auditors of the Company are M/s. D. C. Bothra &
Co., Chartered Accountants (Firm Registration No. 112257W) and M/s.
Khandelwal Jain & Co., Chartered Accountants (Firm Registration No.
105049W), holding the office jointly upto the ensuing Annual General
Meeting of the Company. However, M/s. D. C. Bothra & Co., Chartered
Accountants (Firm Registration No. 112257W) have withdrawn their
consent for re-appointment, as the Joint Statutory Auditors at the
ensuing Annual General Meeting of the Company.
Pursuant to Section 115 of the Companies Act, 2013, read with Rule 23
of the Companies (Management and Administration) Rules, 2014, the
Company has received a Special Notice in terms of sub-section (4) of
Section 140 of the Companies Act, 2013, from a member on 13th August,
2014, proposing to pass a resolution for appointment of M/s. Batliboi &
Purohit, Chartered Accountants, (Firm Registration No. 101048W) as the
Joint Statutory Auditors in place of M/s. D. C. Bothra & Co., Chartered
Accountants (Firm Registration No. 112257W).
As required under the provisions of Section 139(1) and as per the
criteria specified under Section 141(3)(g) of the Companies Act, 2013,
and as per the Companies (Audit and Auditors) Rules, 2014, the Company
has received a written certificate from the above Auditors, proposed to
be re-appointed, to the effect that their re- appointment, if made,
would be in conformity with the limits specified in the said section
and that they are not disqualified for re-appointment within the
meaning of Section 139(2) of the Companies Act, 2013, and Rule 6 of the
Companies (Audit and Auditors) Rules, 2014.
Cost Auditor
As per Section 148 read with Companies (Audit and Auditors) Rules,
2014, and other applicable provisions, if any, of the Companies Act,
2013, the Board of Directors of your Company has appointed M/s. Amish
Parmar & Associates, Cost Accountants, as the Cost Auditor of your
Company for the financial year 2014-15 on the recommendations made by
the Audit Committee. The remuneration proposed to be paid to the Cost
Auditors, subject to the ratification by the members at the ensuing
Annual General Meeting, would be Rs. 95,000/- plus Service Tax and out
of pocket expenses, if any. Necessary resolution seeking your
ratification for the proposed remuneration to be paid to the Cost
Auditor has already been included in the notice of the Annual General
Meeting.
The Cost Audit Report for the year ended 31st March, 2013 in XBRL
format has been filed on 27th September, 2013, which was within
due date of 27th September, 2013.
Internal Control Systems
Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with new /
revised standard operating procedures.
The Company has entrusted the internal audit to M/s. Anand Jain &
Associates, Chartered Accountants. The initial object of the internal
audit process is test and review of controls, independent appraisal of
risks, business process and benchmarking internal controls with best
practices.
The Audit Committee of the Board of Directors actively reviews, the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen them. The Company has a robust Management
Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditors
are periodically apprised of the Internal Audit findings and corrective
action taken. Internal audit plays a key role in providing assurance to
the Board of Directors.
Risk Management
The Company is exposed to risks from market fluctuations of foreign
exchange, interest rates, commodity price risks, business risks and
compliance risks.
Foreign Exchange Risk
The Company''s hedging policy is designed to actively manage its foreign
exchange risk within the framework decided with due discussion and
ratified by the management (Board) and also to minimize the impact of
volatility in foreign exchange fluctuations on the earnings and outgo.
Interest Rate Risk
By considering the continuous fluctuations in the interest rate, the
Company has adopted a prudent risk mitigation strategy to streamline
the interest rate.
Commodity Price Risk
As against major big orders, the general practice followed by the
Company is to book its raw material sourcing before confirming the
order to the customer, which helps mitigate strain on operating
margins.
Corporate Social Responsibility
During the year, your Directors have constituted the Corporate Social
Responsibility Committee comprising Dr. Bipin C. Doshi as the Chairman
and Mr. Ashok M. Seth and Mr. Hemant P. Kanugo as other Members of the
committee.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) dealing with the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
Vigil Mechanism under Whistle Blower Policy
Under the provisions of Section 177(9) of the Companies Act, 2013, your
Company has established a Vigil Mechanism under Whistle Blower Policy
for the Directors and employees of the Company to avoid the instances
of unethical behaviour, actual or suspected, fraud or violation of the
Company''s code of conduct.
Such Vigil Mechanism shall provide for adequate safeguards against
victimisation of persons who use such mechanism and also make provision
for direct access to the Chairman of the Audit Committee in appropriate
or exceptional cases.
Under Vigil Mechanism the Chairman of Audit Committee of the Company is
authorised for direct access in exceptional cases. Further the Company
Secretary of the Company has been appointed as Vigilance Officer of the
Company under Vigil Mechanism adopted by the Company.
Nomination and Remuneration Committee
In Compliance with the provisions of Companies act, 2013, your Company
re-aligned its existing Remuneration Committee as "Nomination and
Remuneration Committee" with enhanced scope and functions as stipulated
under the new law. The Nomination and Remuneration Committee of the
Company comprises of Mr. Himanshu J. Thaker as Chairman of the
Committee, Dr. Bipin C. Doshi and Mr. A. Prakashchandra Hegde as
members of the Committee.
Stakeholders'' Relationship Committee
Your Company re-aligned its existing ''Investors Grievance Committee'' as
''Stakeholders'' Relationship Committee'', with an enhanced scope and
functioning. The stakeholders Relationship Comprises of Dr. Bipin C.
Doshi as Chairman of the Committee and Mr. Himanshu J. Thaker and Mr.
Ashok M. Sheth as Members of the Committee.
Particulars Regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in the Annexure to the Directors''
Report.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India on corporate governance, is presented in a separate
section of this Annual Report.
Development of Industrial Park
During the year the Company has entered into construction business by
forming strategic alliance with Kargwal Developers Private Limited
(Co-promoter Omkar Group) for development of an Industrial Park in the
name of "Krishna Industrial Park" on its idle land located at Palgam,
Umbergaon, Gujarat where it has introduced world class industrial plots
for sale, useful to factories, warehouses, workshops and service
stations etc.
Corporate Governance
Your Company has complied with the requirements of Clause 49 of the
Listing Agreements with the Stock Exchanges. We have constituted our
internal policies on Corporate Governance. During the year Vigil
Mechanism under Whistle Blower Policy and Code of Conduct have been
incorporated in the policy.
A report on Corporate Governance practices, the Company Secretary
Certificate on compliance of the mandatory requirement thereon are
given under the Corporate Governance Report forming part of this Annual
Report.
Particulars of Employees
Particulars of employees as required under the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended to date are not
applicable to the Company as there are no employees in receipt of the
prescribed remuneration.
Human Resources
Your Company enjoys cordial relations with its employees. The HR
department has been playing a key role in the journey of the Company.
The key focus of your Company is to attract, retain and develop talent
of its employees as Human Resource is the key factor that takes the
business to the next level of excellence and achievements. The Board
wishes to place on the record its appreciation of the contributions
made by all employees ensuring high levels of performance and growth
during the year.
During the year the Company launched the initiative where an employee
can obtain the assistance from HR Department that will deal in
providing solutions on any problem faced by the employee during his /
her employment.
Acknowledgements
Your Directors place on record their sincere appreciation to Stock
Exchanges, shareholders, banks, government authorities, business
associates and other stakeholders. The Board also recognizes the
contribution of the valued customers in the growth of the Company and
takes this opportunity to pledge the Company''s commitment to serve
them.
Your Directors also wish to place on record their deep sense of
appreciation for the hard work, cooperation, solidarity, dedication and
commitment displayed by all executives, officers and staff during the
year, resulting in the successful performance of the Company.
Regd. Office: On Behalf of the Board of Directors
701, Mahalaxmi Chambers For Prakash Steelage Limited
Bhulabhai Desai Road
Mahalaxmi, Mumbai - 400 026
Sd/-
Place: Mumbai Prakash C. Kanugo
Date: 13th August, 2014 (Chairman & Managing Director)
CIN: L27106MH1991PLC061595 DIN : 00286366
Tel.: 022 6613 4500 |
Fax: 022 6613 4599
Website: www.prakashsteelage.com
E-Mail: [email protected]
Mar 31, 2013
To the Members of Prakash Steelage Limited
The Directors take pleasure in presenting the 22nd Annual Report of
your Company, together with the Audited Statement of Accounts for the
financial year ended 31st March, 2013.
Financial Highlights
The financial performance of the Company, for the year ended 31st
March, 2013 is summarized below:
(Rs. in Lacs)
Year Ended Year Ended
Particulars 31st March, 2013 31st March, 2012
Income from Operations 79,321.53 68,380.44
Profit before Depreciation and Tax 2,782.31 3,337.03
Depreciation 723.72 651.38
Profit Before Tax 2,058.59 2,685.65
Taxation 655.89 991.19
Profit After Tax 1,402.70 1,694.46
Balance brought forward 5,087.14 4,096.07
Amount available for Appropriation 6,489.84 5,790.53
Proposed Dividend & Tax on Dividend 204.74 203.39
Transfer to General Reserve 500.00 500.00
Balance Transferred to Balance Sheet 5,785.10 5,087.14
Financial Performance
The income from operations for the year has increased to Rs. 79,321.53
Lacs as compared to Rs. 68,380.44 Lacs of previous year reflecting a
growth of 16%. The Profit Before Tax for the year was Rs. 2,058.59 Lacs
as against Rs. 2,685.65 Lacs in the previous year reflecting a decrease
of Profit by 23.35%. The Net Profit After Tax also decreased by 17.22%
at Rs. 1,402.70 Lacs as compared to Rs. 1,694.46 Lacs during previous
year.
Dividend
The Board has, subject to the approval of members at the ensuing Annual
General Meeting, recommended a dividend of Re.1/- (Previous Year Re.
1/-) per Equity Share on the 1,75,00,039 fully paid-up Equity Shares of
Rs.10/- each, for the financial year ended 31st March, 2013 amounting
to Rs.1,75,00,039/- and tax thereon of Rs. 29,74,132/-.
Transfer to General Reserve
The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs.
500.00 Lacs) to the General Reserve and an amount of Rs. 5,785.10 Lacs
(Previous year Rs. 5,087.14 Lacs) to be carried to balance sheet out of
the amount available for appropriation.
Credit Rating
CRISIL has reaffirmed its rating outlook on the long-term bank facility
of the Company to ''Positive'' from ''Stable'', while reaffirming the
rating at ''CRISIL BBB'', the rating on the short-term facility has been
reaffirmed at ''CRISIL A3 ''.
The ratings reflect the improved Company''s healthy financial risk
profile marked by healthy net worth and moderate gearing and debt
protection metrics, and its established market position in the
stainless steel pipes and tubes industry compared to the previous year.
These rating strengths are partially offset by the Company''s
working-capital-intensive operations and susceptibility of its
profitability to volatility in prices of inputs and foreign exchange
rates. Your Board of Directors are striving to improve its performance
and rating in all its endeavours.
Wholly Owned Subsidiary Company
Your Company has incorporated a Wholly Owned Foreign Subsidiary in UAE
in the name ''Pioneer Stainless & Alloy - F.Z.E.'' with effect from
10th April, 2013, and has proposed to carry out the business of
trading, import and export of steel and steel products.
Fixed Deposit
The Company has not accepted any Fixed Deposit from public and is
therefore not required to furnish information in respect of outstanding
deposit under Non-Banking Non Financial Companies (Reserve Bank)
Directions, 1966 and The Companies (Acceptance of Deposits) Rules,
1975, as amended.
Directors
In terms of Article 150 of Articles of Association of the Company, Mr.
Ashok M. Seth and Mr. Hemant P. Kanugo, Directors of the Company, are
liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, have offered themselves for re-appointment. Your
Directors recommend their re-appointment.
Your Directors have approved the re-appointment of Mr. Prakash C.
Kanugo as the Managing Director of the Company for a period of five
years with effect from 01st October, 2013. Appropriate resolution
seeking your approval for the re-appointment of Mr. Prakash C. Kanugo
as the Managing Director of the Company, has already been included in
the notice of the Annual General Meeting.
Further your Directors have also approved the re-appointment of Mr.
Ashok M. Seth, Mr. Hemant P. Kanugo and Mr. Kamal P. Kanugo as
Whole-time Directors of the Company for a period of five years with
effect from 01st October, 2013. Appropriate resolutions seeking your
approval for their respective re-appointment as the Whole- time
Directors of the Company, have already been included in the notice of
the Annual General Meeting.
Your Directors recommend the above-mentioned appointment and
re-appointments. Particulars and brief Resume of Directors to be
appointed / re-appointed are included in the Corporate Governance
Report forming part of this Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. They have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that year;
3. They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
4. They have prepared the annual accounts on a going concern basis.
Auditors
The Joint Statutory Auditors M/s. Khandelwal Jain & Co. (Firm
Registration No 105049W), Chartered Accountants, Mumbai and M/s. D. C.
Bothra & Co. (Firm Registration No. 112257W), Chartered Accountants,
Mumbai, will retire at the conclusion of the ensuing Annual General
Meeting and being eligible, have offered themselves for re-appointment.
Your Directors recommend their re-appointment.
As required under the provisions of Section 224(1B) of the Companies
Act, 1956, the Company has received a written certificate from the
above Auditors, proposed to be re-appointed, to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said section and that they are not disqualified for
re- appointment within the meaning of Section 226 of the said Act.
Cost Auditor
Pursuant to Section 233B of the Companies Act, 1956, M/s. Amish Parmar
& Associates (Revised Firm Registration No. 100502 (old Firm
Registration No. 00338)), Cost Accountants (Membership No. 24568) were
appointed as the Cost Auditors to carry out Cost Audit under the
Companies (Cost Audit) Rules, 2011, for the financial year ended 31st
March, 2013.
The Cost Audit Report for the year ended 31st March, 2012 has been
filed within due date as on 30th January, 2013 in XBRL format vide
General Circular No. 43/2012 dated 26th December, 2012.
Particulars Regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in the Annexure to the Directors''
Report.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India on corporate governance, is presented in a separate
section of this Annual Report.
Corporate Governance
Your Company has complied with the requirements of Clause 49 of the
Listing Agreements with the Stock Exchanges. A report on Corporate
Governance practices, the Company Secretary Certificate on compliance
of the mandatory requirement thereon are given under the Corporate
Governance Report forming part of this Annual Report.
Particulars of Employees
Particulars of employees as required under the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended to date are not
applicable to the Company as there are no employees in receipt of the
prescribed remuneration.
Human Resources
Your Company enjoys cordial relations with its employees. The key focus
of your Company is to attract, retain and develop talent. The Board
wishes to place on the record its appreciation of the contributions
made by all employees ensuring high levels of performance and growth
during the year.
Acknowledgments
Your Directors place on record their sincere appreciation to Stock
Exchanges, shareholders, banks, government authorities, business
associates and other stakeholders. The Board also recognizes the
contribution of the valued customers in the growth of the Company and
takes this opportunity to pledge the Company''s commitment to serve
them. Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff during the year, resulting in the successful performance of
the Company.
For and on behalf of the Board of Directors
Place : Mumbai Prakash C. Kanugo
Date : 30th May, 2013 (Chairman & Managing Director)
Mar 31, 2012
To the Members of Prakash Steelage Limited
The Directors take pleasure in presenting the 21st Annual Report of
your Company, together with the Audited Statement of Accounts for the
financial year ended 31st March, 2012.
Financial Highlights
The financial performance of the Company, for the year ended March 31,
2012 is summarized below:
(Rs. in Lacs)
Year Ended Year Ended
Particulars March 31, 2012 March 31, 2011
Income from Operations 68380.44 54630.25
Profit before Depreciation and Tax 3337.03 4179.32
Depreciation 651.38 448.34
Profit before Tax 2685.65 3730.98
Taxation 991.19 1242.49
Profit after Taxes 1694.46 2488.48
Balance brought forward 4096.07 2310.97
Amount available for appropriation 5790.53 4799.46
Proposed Dividend & Tax on Dividend 203.39 203.39
Transfer to General Reserves 500.00 500.00
Balance Transferred to Balance Sheet 5087.14 4096.07
Financial Performance
The income from operations for the year has increased to Rs 68380.44
Lacs as compared to Rs. 54630.25 Lacs of previous year reflecting a
growth of 25.17%. The profit before tax Rs. 2685.65 Lacs as against Rs.
3730.98 Lacs in the previous year reflecting a decrease of Profit by
28.02%. The Net Profit after Tax also decreased by 31.91 % at Rs.
1694.46 Lacs as compared to Rs. 2488.48 Lacs during previous year. The
reduction in the profit as compared to previous year is mainly due to
constant diminution in the value of the Rupees against foreign
Exchange.
Dividend
The Board has subject to the approval of members at the ensuing Annual
General Meeting, recommended a dividend of Re. 1.00 (Previous Year Re.
1.00) per Equity Share on 1,75,00,039 Equity Shares of Rs.10/- each,
for the financial year ended 31st March, 2012 amounting to
Rs.1,75,00,039/- and tax thereon of Rs. 28,38,944/-.
Transfer to Reserves
The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs.
500.00 Lacs) to the General Reserve and an amount of Rs. 5087.14 Lacs
(Previous year Rs. 4096.07 Lacs) to be carried to balance sheet out of
the amount available for appropriation.
Credit Rating
CRISIL has revised its rating outlook on the long-term bank facility of
the Company to 'Positive' from 'Stable', while reaffirming the rating
at 'CRISIL BBB' the rating on the short-term facility 1 has been
reaffirmed at 'CRISIL A3 '.
The ratings reflect the Company's healthy financial risk profile marked
by healthy net worth and moderate gearing and debt protection metrics,
and its established market position in the stainless steel pipes and
tubes industry. These rating strengths are partially offset by the
company's working-capital-intensive operations and susceptibility of
its profitability to volatility in prices of inputs and foreign
exchange rates.
The Projects
The expansion Project of the Company at Umbergaon has been completed
resulting in increased capacity to 19000 MTPA.
Fixed Deposit
The Company has not accepted any Fixed Deposit from public and is
therefore not required to furnish information in respect of outstanding
deposit under Non- Banking Non Financial Companies (Reserve Bank)
Directions, 1966 and The Companies (Acceptance of Deposits) Rules,
1975.
Directors
In terms of Article 150 of Article of Association of the Company Mr.
Prakash C. Kanugo, is liable to retire by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual General
Meeting. In terms of Article 150 of Article of Association of the
Company Mr. Kamal P. Kanugo, is liable to retire by rotation and being
eligible, offers himself for re-appointment at the ensuing Annual
General Meeting.
Mr. A. Prakashchandra Hegde was appointed as an Additional Director of
the Company by the Board of Directors at its meeting held on 28th May,
2012 and he holds office as an Additional Director up to the date of
the ensuing Annual General Meeting. Your Company has received a notice
in writing from a member proposing the candidature of Mr. A.
Prakashchandra Hegde for the office of the Director of the Company,
liable to retire by rotation, under the provisions of Section 257 of
the Companies Act, 1956.
Mr. Mrinmoy Roy has resigned from the post of Independent Director of
the Company with effect from 28th May 2012.
Your Directors recommend the above-mentioned appointment and
re-appointments. Particulars and Brief Resume of Directors to be
appointed / reappointed are included in the Corporate Governance Report
forming part of this Annual Report.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures, if any;
2. They have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that year;
3. They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
4. They have prepared the annual accounts on a going concern basis.
Audit Committee
In terms of Section 292A of the Companies Act, 1956 and read with
Clause 49 of the Listing Agreements with the Stock Exchanges, the Board
has constituted Audit Committee of Board of Directors. The Committee
consists of two Non Executive Independent Directors and one Executive
Director, as a practice of good corporate governance. Now Audit
Committee has been reconstituted by induction of Mr. A. Prakashchandra
Hegde as a member of the committee on 28th May, 2012
Auditors
The Joint Statutory Auditors M/s. Khandelwal Jain & Co., Chartered
Accountants, Mumbai and M/s. D. C. Bothra & Co., Chartered Accountants,
Mumbai, retire at the conclusion of ensuing Annual General Meeting and
have expressed their willingness to act as Auditors of the Company, if
appointed, and have further confirmed that the said appointment would
be in conformity with the provision of Section 224(1B) of the Act.
Your Directors recommend their reappointment.
Particulars Regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure to the Directors' Report.
For details in respect of the Foreign Exchange Earnings and Outgo,
refer to Notes on Accounts, note no 19 (h) & 19 (i) in part II under
Schedule 'P'.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review is
presented in a separate section of this Annual Report.
Corporate Governance
Your Company has complied with the requirements of clause 49 of the
Listing Agreements with the Stock Exchanges, a report on Corporate
Governance practices, the Company Secretary certificate on compliance
of the Mandatory requirement thereon and Management Discussion and
Analysis are given as annexure to Annual Report.
Particulars of Employees
Particulars of employees as required under the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended to date are not applicable to the
Company as there is no employee in receipt of prescribed remuneration.
Human Resources
Your Company enjoys cordial relations with its employees. The key focus
of your Company is to attract, retain and develop talent. The Board
wishes to place on the record its appreciation of the contributions
made by all employees ensuring high levels of performance and growth
during the year.
Acknowledgements
Your Directors place on record their sincere appreciation to Stock
Exchanges, shareholders, banks, government authorities, business
associates and other stakeholders. The Board also recognizes the
contribution of the valued customers in the growth of the Company and
takes this opportunity to pledge the Company's commitment to serve
them. Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, resulting in the successful performance of the Company
during the year.
Place : Mumbai For and on behalf of the Board
Date : 28th May, 2012
Prakash C. Kanugo
Chairman & Managing Director
Mar 31, 2011
The Directors are pleased to present the 20TH Annual Report together
with the Audited Statement of Accounts for the financial year ended
31ST March , 2011.
Financial Highlights
The financial performance of the Company, for the year ended 31ST March
, 2011 is summarized below :
(Rs. in Lacs)
Year Ended Year Ended
Particulars March 31, 2011 March 31, 2010
Income from Operations and
Other Income. 57400.98 43793.28
Profit before Depreciation and Tax 4180.55 3127.29
Depreciation 448.34 383.59
Profit before Tax 3732.21 2743.69
Taxation 1243.73 980.81
Profit after Taxes 2488.48 1762.88
Balance brought forward 2310.97 1005.51
Amount available for appropriation 4799.46 2768.39
Proposed Dividend and Tax on Dividend 203.39 157.42
Transfer to General Reserves 500.00 300.00
Balance Transferred to Balance Sheet 4096.07 2310.97
Financial Performance
The income from operations for the year has increased to Rs. 57400.98
Lacs as compared to Rs. 43793.28 Lacs of previous year reflecting a
growth of 31%. The profit before tax increased to Rs. 3732.21 Lacs as
against Rs. 2743.69 Lacs in the previous year reflecting a growth of
36%. The Net Profit after Tax also was higher by 41% at Rs. 2488.48
Lacs as compared to Rs. 1762.88 Lacs during previous year.
Dividend
Your Directors have recommended a dividend of Re. 1.00 ( last year Re.
1.20) per Equity Share on 1,75,00,039 Equity Shares of Rs.10/- each,
for the financial year ended 31ST March, 2011 amounting to Rs.
1,75,00,039/- and tax thereon of Rs. 28,38,944/-
Transfer To Reserves
The Company proposes to transfer Rs. 500.00 Lacs (Previous year Rs.
300.00 Lacs) to the General Reserve and an amount of Rs. 4096.07 Lacs
(Previous year Rs. 2310.97 Lacs) to be carried to balance sheet out of
the amount available for appropriation.
IPO & Share Capital
During the year under review the Company has gone for Initial Public
Offering which has received overwhelming response from the investors.
Consequent upon IPO the Share Capital of the Company has increased from
Rs. 1125.00 Lacs to Rs. 1750.00 Lacs. Equity Shares of the Company are
listed with the National Stock Exchange of India Ltd. (NSE) and Bombay
Stock Exchange Ltd. (BSE) on 25TH August, 2010.
The Projects
The expansion Project of the Company at its Umbergaon plant has almost
completed resulting in increasing the capacity to 17600 MTPA. The
remaining capacity expansion of 1400 MT shall be completed soon.
Fixed Deposit
The Company has not accepted any Fixed Deposits from shareholders and
public during the year within the meaning of section 58(A) of the
Companies Act, 1956.
Directors
In terms of Article 150 of Articles of Association of the Company Mr.
Himanshu J. Thaker, is liable to retire by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual General
Meeting.
In terms of Article 150 of Articles of Association of the Company Dr.
Bipin C. Doshi, is liable to retire by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual General
Meeting.
Particulars and Brief Resume of Directors to be appointed /
re-appointed are included in the Corporate Governance Report forming
part of this Annual Report.
Your directors recommended their re-appointment. None of the directors
except the said Mr. Himanshu J. Thaker & Dr. Bipin C. Doshi are
interested in the respective resolution.
Directors Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures;
2. they have, in the selection of the Accounting Policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. they have prepared the annual accounts on a going concern basis.
Audit Committee
In terms of section 292A of the Companies Act, 1956 and read with
Clause 49 of the Listing Agreements with the Stock Exchanges, the Board
has constituted Audit Committee of Board of Directors. The Committee
consists of two Non Executive Independent Directors and one Executive
Director, as a practice of good corporate governance.
Auditors
The Statutory Auditors M/s. Khandelwal Jain & Co., Chartered
Accountants, Mumbai and M/s. D. C. Bothra & Co. Chartered Accountants,
Mumbai, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. Your Company has received
certificate from M/s. Khandelwal Jain & Co. Chartered Accountants and
M/s. D. C. Bothra & Co. Chartered Accountants confirming their
eligibility for re-appointment.
Your Directors recommend their re-appointment.
Auditors Report
In respect of Auditors Qualification regarding non provision of penalty
on the income declared under search operation in the year 2008-09, the
management is of opinion that penalty in respect of income declared
under search operation under the Income Tax Act, 1961 cannot be
quantified since proceeding is still pending for hearing.
Particulars Regarding Conservation Of Energy, Technology Absorption,
Foreign Exchange Earning And Outgo
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of Section 217(1)(e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are given in Annexure to the Directors Report.
For details in respect of the Foreign Exchange Earnings and Outgo,
refer to Notes on Accounts, note no 19 (h) & 19 (i) in part II under
Schedule P.
Management Discussion And Analysis
Management Discussion and Analysis Report for the year under review is
presented in a separate section of this Annual Report.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a Management Discussion and Analysis, Corporate Governance
Report, Managing Directors and Company Secretarys Certificate
regarding compliance of conditions of Corporate Governance are made a
part of the Annual Report.
Particulars of Employees
Particulars of employees as required under the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975 as amended to date are not applicable to the
Company as there is no employee in receipt of prescribed remuneration.
Human Resources
Your Company enjoys cordial relations with its employees. The key focus
of your Company is to attract, retain and develop talent. The Board
wishes to place on the record its appreciation of the contributions
made by all employees ensuing high levels of performance and growth
during the year.
Acknowledgements
Your Directors place on record their sincere appreciation to SEBI,
Stock Exchanges & other Issue Intermediaries for the co-operation
extended during the recent IPO of the Company. Your Directors also
appreciate the confidence and support provided by shareholders, banks,
government authorities, business associates and other stakeholders. The
Board also recognizes the contribution of the valued customers in the
growth of the Company and takes this opportunity to pledge the
Companys commitment to serve them. Your Directors also wish to place
on record their deep sense of appreciation for the commitment displayed
by all executives, officers and staff, resulting in the successful
performance of the Company during the year.
Place : Mumbai For and on behalf of the Board
Date : 28Th May, 2011
Prakash C. Kanugo
Chairman & Managing Director
Mar 31, 2009
The Directors are pleased to present the Eighteenth Annual Report,
together with Audited Statements of Accounts of the company for the
year ended March 31,2009.
FINANCIAL HIGHLIGHTS
The performance for the financial year ended March 31,2009 is
summarized below :-
(Rs. in lacs)
PARTICULARS For the year For the year
ended ended
March 31,2009 March 31,2008
Income from Operations
& other Income. 29370.45 22970.36
Profit before Depreciation and Tax 1504.37 1375.47
Depreciation 244.63 124.07
Profit before Tax 1259.75 1251.40
Provision for Taxation:-
Current Tax 262.50 200.00
Fringe Benefit Tax 14.00 11.00
Deferred Tax 157.73 212.84
Taxes of Earlier Years 17.50 -
Profit after Taxes 808.02 827.56
Balance brought forward 514.65 98.55
Amount available for appropriation 1322.27 926.10
Proposed Dividend 100.14 180.74
Tax on Dividend 17.02 30.72
Transfer to General Reserves 200.00 200.00
Balance Transferred to Balance Sheet 1005.50 514.65
FINANCIAL PERFORMANCE
During the year under review, the gross revenue was higher by 27.86% at
Rs. 29370.45 Lacs compared to Rs. 22970.36 Lacs in the previous year.
Though the Operating Profit was higher at Rs.1504 Lacs as against
Rs.1375 Lacs in the previous year, the Net Profit After Tax was a shed
lower at Rs.808 Lacs against Rs.827 Lacs due to higher Depreciation and
Tax Provisions.
The detailed discussion of operation for the year ended 31st march 2009
is given in Management Discussion and Analysis section, barring
unforeseen circumstances your directors are hopeful of maintaining the
growth path.
DIVIDEND
In order to conserve resources for the expansion and increased working
capital requirement, your Board of Directors recommended a lower
Dividend @ 10% i.e. Rupee. 1/- per share on prorata basis subject to
approval of the members at the ensuing Annual General Meeting, which
would result into total dividend outgo of Rs. 10,013,699/- and tax
thereon of Rs. 17,01,828/-.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review is
presented in a separate section of thisAnnual Report.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposit from the public and
therefore the information in respect of outstanding deposits as per
Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and
Companies (Acceptance of Deposits) Rules, 1975, is not furnished.
SHARE CAPITAL
During the year under review the Company, successfully increased its
paid up share capital from Rs. 10.00 Crores to Rs. 11.25 Crores,
issuing 12,50,000 Equity Shares of Rs. 10 /- each, at a premium of Rs.
30 /- per share on rights basis. In order to augment its resources
further and to strengthen its net worth for the execution of expansion
projects and working capital, the Company, subject to regulatory
clearances is mulling over an Initial Public Offer of Equity Shares.
DIRECTORS
In terms of Article 150 of the Articles of Association of the Company,
Dr. Bipin C. Doshi, Director of the Company retires by rotation and
being eligible offers himself for re-appointment at the ensuing Annual
General Meeting.
In terms of Article 150 of the Articles of Association of the Company,
Shri Himanshu J. Thaker, Director of the Company retires by rotation
and being eligible offers himself for re-appointment at the ensuing
Annual General Meeting.
Shri Mrinmoy Roy was appointed as an additional Director of the Company
in terms of section 260 of the Companies Act, 1956. He shall hold
office till the conclusion of the ensuing Annual General Meeting of the
Company. The Company has received notices in writing from members
proposing the candidature of Shri Mrinmoy Roy as the Director of the
Company.
Shri Gautam Jain was appointed as an additional Director of the Company
in terms of section 260 of the Companies Act, 1956. He shall hold
office till the conclusion of the ensuing Annual General Meeting of the
Company. The Company has received notices in writing from members
proposing the candidature of Shri Gautam Jain as the Director of the
Company.
Particulars and Brief Resume of Directors are included in the Corporate
Governance Report forming part of this Annual Report.
AUDIT COMMITTEE
In terms of section 292A of the Companies Act, 1956 the Board has
constituted Audit Committee of the Board of Directors. The Audit
Committee presently comprises of Dr. Bipin C Doshi (Independent
Director), Shri Himanshu J. Thaker (Independent Director) and
ShriAshokM.Seth (Executive Director).
The Committee is chaired by Shri Himanshu J. Thaker, who has rich
experience on Accounting, Financial, Business policies and taxation
issues. All the other members of the Committee are financial literate.
AUDITORS REPORT
During the year under review, there was search operation u/s 132 of the
Income Tax Act, 1961, by the Income Tax Department. In order to buy
peace with the Department, certain income declarations were made on
which the required liability for Income Tax and interest were duly
provided for. The Auditors have qualified their report as regards non
ascertainment of amount of penalty on taxes payable on such declared
income and the absence of details of income declared, which is self
explanatory. The Board decided to strengthen the inventory records,
internal controls and also to enlarge the scope of internal audit as
commented by the Auditors. Other qualifications made by Auditors are
self explanatory & the Company has taken adequate measures to rectify
the discrepancies.
AUDITORS
M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai and M/s. D.
C. Bothra & Co., Chartered Accountants, Mumbai, hold office as
statutory auditors of the Company till the conclusion of the ensuing
Annual General Meeting. It is proposed to reappoint them as Statutory
Auditors of the Company from the conclusion of the ensuing Annual
General Meeting until the conclusion of the next Annual General
Meeting. Pursuant to the provisions of Section 224 (1B) of the
companies Act, 1956, your Company has received certificate from M/s
Khandelwal Jain & Co., Chartered Accountants and M/s D. C. Bothra &
Co., Chartered Accountants confirming their eligibility for
reappointment.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO
Additional information required to be furnished pursuant to section
217(1 )(e) of the Act, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 in
respect of Conservation of Energy and Technology Absorption is given in
the prescribed forms which are given in Annexure to the Directors
Report.
For details in respect of the Foreign Exchange Earnings and Outgo,
refer to Note No. 18 in Part ll-Notes on Accounts of Schedule P.
HUMAN RESOURCES
Your Company enjoys cordial relations with its employees. The key focus
of your Company is to attract, retain and develop talent. The Board
wishes to place on the record its appreciation of the contributions
made by all employees ensuing high levels of performance and growth
during the year.
CORPORATE GOVERNANCE
Your company has been following principles of good corporate Governance
over the years. The Board of your Company supports broad principles of
Corporate Governance. These principles are specially formulated by the
Board so that best disclosures may be made to the shareholders. In
addition to the basic governance issues, the Board lays strong emphasis
on transparency, accountability and integrity.
Adetailed report on Corporate Governance is given in the separate
section of this report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under the provisions of Section
217(2A) of the Companies Act, 1956 read with the companies (Particulars
of Employees) Rules, 1975 as amended to date are not applicable to the
Company as there is no employee in receipt of prescribed remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956, your Directors state that : -
1)That in the preparation of the Annual accounts the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any;
2) That such accounting policies have been selected and applied
consistently, and judgements and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March, 2009 and of the profit and
loss account of the Company for the year ended on that date;
3) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4) That the annual accounts have been prepared on a going concern
basis.
ACKNOWLEDGEMENTS
Your Directors are pleased to place on record their appreciation for
the continued cooperation and support provided by shareholders, banks,
government authorities, business associates and other stakeholders. The
Board also recognizes the contribution of the valued customers in the
growth of the Company and takes this opportunity to pledge the
companys commitment to serve them. Your Directors also wish to place
on record their deep sense of appreciation for the commitment displayed
by all executives, officers and staff, resulting in the successful
performance of the Company during the year.
For and on behalf of the Board of Directors
Date: September 02, 2009 Prakash C. Kanugo
Place: Mumbai (Chairman & Managing Director)
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