Mar 31, 2015
The Directors take pleasure in presenting the 25th Annual Report on
the business and operations of your Company along with Audited
Standalone and Consolidated Financial Statements and Auditors' Report
thereon for the financial year ended on March 31, 2015.
The summarized financial results and state of Company's affairs for the
year ended on March 31, 2015 are as under:
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
STANDALONE CONSOLIDATED
PARTICULARS Financial Financial Financial Financial
Year Year Year Year
ended ended ended ended
31.03.2015 31.03.2014 31.03.2015 31.03.2014
Total Turnover
& Other Receipts 8260.83 11997.84 8264.13 12005.60
Profit before
Interest, Depre
ciation and Tax 643.68 683.24 643.72 684.60
Less : Interest 340.01 418.90 340.01 418.91
Less : Depreciation
for the year 64.99 84.86 64.99 84.86
Profit before Tax 238.68 179.48 238.72 180.83
Less : Provision
for Income Tax 47.77 65.24 47.78 65.66
Less : Net Deferred
Tax Liability 0.63 (7.21) 0.63 (7.21)
Net Profit after Tax 190.28 121.45 190.31 122.38
Add : Balance in
Profit & Loss Account 994.35 882.90 995.35 882.97
Add : Depreciation
adjustment as per
Sch-II of Companies
Act, 2013 10.30 -- 10.30 --
Amount available
for appropriation 1194.93 1004.35 1195.96 1005.35
Transferred to
General Reserve 10.00 10.00 10.00 10.00
Balance transferred
to Balance Sheet 1184.93 994.35 1185.96 995.35
Earnings Per Share
(Basic & Diluted) 2.11 1.35 2.11 1.36
REVIEW OF OPERATIONS
On a Consolidated basis the Revenue for the current financial year
stood at Rs.8264.13 Lacs as compared to Rs.12005.60 Lacs in the
previous year and Profit after Tax stood at Rs.190.31 Lacs during the
current financial year as compared to Rs.122.38 Lacs in the previous
year.
On a Standalone basis the Revenue for the current financial year stood
at Rs.8260.83 Lacs as compared to Rs.11997.84 Lacs in the previous year
and Profit after Tax stood at Rs.190.28 Lacs during the current
financial year as compared to Rs.121.45 Lacs in the previous year.
There is no change in the nature of business of the Company and in the
nature of business of its Subsidiary Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year
and the date of the report.
DIVIDEND
The Directors of your Company do not recommend any dividend for the
financial year 2014-15 as it is decided to plough back the profit and
utilize it for the enhancement of the business.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10.00 Lacs to General Reserve out
of the amount available for appropriation and an amount of Rs.1184.93
Lacs has been transferred from the Profit and Loss account to the
Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 forms part of the Notes to the Financial Statements
provided in this Annual Report.
DEPOSITS
We have not accepted any deposits and as such, no amount of principal
or interest was outstanding as on the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of Executive and Non Executive Directors, including
Independent Directors who are having wide and varied experience in
different disciplines of corporate functioning. The Directors of the
Company are :
1. Shri Suresh Goel - Chairman 2. Shri Anand Goel - Managing Director
3. Shri Narendra Goel - Director 4. Shri Vikash Kumar Khedia -
Independent Director
5. Shri Dinesh Kumar Aggarwal - Independent Director 6. Smt. Prerna
Singhal - Additional Director
Shri Suresh Goel, Shri Anand Goel and Shri Narendra Goel are real
brothers in relationship and sons of Late
Shri Hariram Goel. Rest all the Directors are unrelated to each other.
In accordance with the provisions of Section 152 of the Companies Act,
2013, Shri Narendra Goel, Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013 and Rules made there under, Shri Vikash Kumar
Khedia and Shri Dinesh Kumar Aggarwal have been appointed as
Independent Directors at the 24th Annual General Meeting held on
September 23, 2014, for a term of five years with effect from September
23, 2014 upto September 22, 2019. None of the Independent Directors
shall retire by rotation in the ensuing Annual General Meeting.
Pursuant to Section 161 and other applicable provisions of the
Companies Act, 2013 and Rules made there under and on the
recommendation of Nomination and Remuneration Committee, Smt. Prerna
Singhal has been appointed as an Additional Director (Woman) on the
Board of the Company as on March 24, 2015 up to the date of ensuing
annual general meeting of the Company. The Board seeks approval of
Members for the regularization of Directorship of Smt. Prerna Singhal
as an Independent (Woman) Director on the Board of the Company.
Pursuant to Section 203 and other applicable provisions of the
Companies Act, 2013 and Rules made there under Shri Archit Goel has
been appointed as Chief Financial Officer of the Company w.e.f.
September 08, 2014.
The Company has received declarations from all the Independent
Directors of the Company, including Smt. Prerna Singhal, confirming
that they meet with the criteria of independence as prescribed both
under Sub- Section (6) of Section 149 of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the Stock Exchange.
It is with deep grief to inform you about the sad demise of Late Mr.
Raj Kumar Yadava in the month of January 2015. Mr. Yadava was
associated with the Company since September 28, 2010 as an Independent
Director on the Board. Mr. Yadava with his skills, experience and
dedication towards his work, served the Company in his best possible
endeavor. His candid observance, recommendation and foresightedness
always helped the Company to come out of onerous and unfavorable
situations.
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the accounting
standards as prescribed under Section 133 of the Companies Act, 2013
('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act (to the extent notified). There are no
material departures in the adoption of the prescribed accounting
standards.
Pursuant to the requirement under Section 134(3)(c) and Section 134 (5)
of the Companies Act, 2013, with respect to Directors Responsibility
Statement, the Directors confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed. There are no material departures in the
adoption of prescribed accounting standards;
ii. 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 and of the Profit of
the Company for that period;
iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
vi. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 (Ten) times during the financial year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between any two meetings was
not more than 120 days.
COMMITTEES OF THE BOARD
The Board has 4 (Four) Committees - the Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Risk
Management Committee. All committees consist of majority of Independent
Directors. The Composition and terms of reference, details of meetings
and other matters has been mentioned in the Corporate Governance Report
of this Annual Report.
SUBSIDIARY COMPANY
Our Company has only one subsidiary company and there is no associate
or joint venture company. M/s. Popular Mercantile Private Limited is
the Wholly Owned Subsidiary of the Company. There has been no material
change in the nature of the business of the Subsidiary Company.
During the year, the Board of Directors ('the Board') reviewed the
affairs of the Subsidiary. In accordance with Section 129(3) of the
Companies Act, 2013 and as required under Clause 32 of Listing
Agreement entered into with BSE, a consolidated financial statement of
the Company and its subsidiary is attached. The consolidated financial
statement has been prepared in accordance with the applicable
accounting standards.
A statement containing salient features of financial statements of the
Company's Subsidiary and its performance for the financial year ended
March 31, 2015 in the prescribed format AOC-1 is appended as Annexure-1
to the Boards' Report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including consolidated financial statements and
related information of the Company and audited accounts of the
Subsidiary Popular Mercantile Pvt. Ltd. are available on our website
www.sbal.co.in. These documents will also be available for inspection
during business hours at our registered office in Raipur.
The company has formulated a policy for determining 'material'
subsidiaries and the policy is available on the Website of the Company
and can be accessed through the following link -
http://www.goeltmt.com/sbal_policies.html
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2, is appended as Annexure-2 to the Boards' Report.
The Company has adopted a policy on Materiality of Related Party
Transactions and on Dealing with Related Party Transactions and has
adopted a firm procedure for approval of the same. The text of the
Policy is available at the website of the Company on the following link
- http://www.goeltmt.com/sbal_policies.html
HUMAN RESOURCES
The Company places emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of
corporate objectives. Your Company integrates industrial and
organizational capabilities in a seamless manner through empowerment
and by offering a challenging workplace, aimed towards realization of
organizational goals. Your Company draws its strength from a highly
engaged and motivated workforce whose collective passion and commitment
has helped the organization reach new heights.
DISCLOSURE UNDER SEXUAL HARRASMENT ACT
There were no cases which required to be filed with the District
Officer by the Internal Complaints Committee under this Act.
PARTICULARS OF EMPLOYEES
During the period under review, no employee employed throughout the
period or part of the period was in receipt of remuneration in excess
of the limits prescribed under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
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 Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is appended as Annexure-3 to the
Boards' Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence on the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 6 (six) members, whom are Executive
Directors, Non Executive Directors, and Independent Directors. The
Board periodically evaluates the need for change in its composition and
size.
The policy of the Company on Director's appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director, remuneration and other matters provided
under Sub-section (3) of Section 178 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, adopted by the Board, is available
at the website of the Company at the following link -
http://www.goeltmt.com/sbal_policies.html. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
BOARD 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 evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate Governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the Nomination and Remuneration Committee.
None of the Independent Directors are due for re-appointment.
TRAINING TO INDEPENDENT DIRECTORS
Every new Independent Director of the Company attends an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive Directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
organization structure, finance, human resources, technology, quality,
facilities and risk management.
CORPORATE GOVERNANCE REPORT
Your Company is committed in regularly maintaining the standards of
Corporate Governance and adheres to the stipulations prescribed under
Clause 49 of the Listing Agreement with BSE. A Report on Corporate
Governance & Shareholder Information together with the Auditors
Certificate thereon is annexed as part of this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of Clause 49 of the Listing Agreement, the Management's
Discussion and Analysis Report is annexed as part of this Annual
Report.
RISK MANAGEMENT
The Company has developed and implemented a risk management framework
that includes identification of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the Company. During
the year, your Company has set up a new Risk Management Committee in
accordance with the requirements of Listing Agreement to monitor the
risks and their mitigating actions. During the year there are no
elements of risk found which in the opinion of the Board may threaten
the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on Conservation of Energy, efforts made towards Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed under Sub-section (3)(m) of Section 134 of the Companies Act,
2013, read with the Companies (Accounts) Rules, 2014, are enclosed as
Annexure-4 to the Board's report.
AUDITORS
At the Annual General Meeting held on September 23, 2014, M/s. R.K.
Singhania & Associates, Chartered Accountants, Raipur were appointed as
statutory auditors of the Company to hold office till the conclusion of
the 27th Annual General Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
R.K. Singhania & Associates, Chartered Accountants, Raipur as statutory
auditors of the Company, is placed for ratification by the
shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if they are reappointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
AUDITOR'S REPORT
A copy of the Auditor's Report for the year ended on March 31, 2015
along with the Standalone and Consolidated financial statements thereon
forms part of the Annual Report. The Notes on Financial Statements
referred to in the Auditor's Report are self-explanatory and do not
call for any further comments and there are no qualification remarks
made by the Auditors in their report, hence no explanation is required
in this regard.
SECRETARIAL AUDITOR
M/s. Anand Kumar Sahu & Associates, Practicing Company Secretaries,
Raipur was appointed to conduct the secretarial audit of the Company
for the financial year 2014-15, as required under Section 204 of the
Companies Act, 2013 and Rules made there under. The Secretarial Audit
Report for financial year 2014-15 forms part of the Annual Report as
Annexure-5 to the Boards' report and there are no qualification remarks
made by the Secretarial Auditors in their report, hence no explanation
is required in this regard.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in the prescribed format is appended as
Annexure- 6 to the Board's Report.
VIGIL MECHANISM
The Company has adopted the whistle blower/ vigil mechanism for
Directors and Employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company's Code of
Conduct and Ethics. The Whistle blower Policy/ Policy on Vigil
Mechanism is available on the website of the Company at the following
link- http://www.goeltmt.com/sbal_policies.html.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 and Rules made
there under relating to Corporate Social Responsibility are not
applicable to the Company.
VOTING BY ELECTRONIC MEANS
The Company is providing e-voting facility to all Members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014. The instructions for e-voting are provided in the Notice.
CEO & CFO CERTIFICATION
The Certificate from the Managing Director and Chief Financial Officer
pursuant to Clause 49(V) of the Listing Agreement was tabled at the
Board Meeting dated May 26, 2015 and duly signed by the Managing
Director and Chief Financial Officer also forms part of the Annual
Report.
ACKNOWLEDGEMENTS
Your Directors accord their undying gratitude for the assistance,
support and guidance provided by Banks, Customers, Suppliers,
Regulatory & Government Authorities, Business Associates and all other
Stakeholders. Your Directors also appreciate and value the
contribution and commitment of every employee towards your Company's
performance, growth and sustainability. Your Directors look forward to
your continuing and valuable support.
FOR AND ON BEHALF OF THE BOARD
Sd/-
SURESH GOEL
(CHAIRMAN)
DIN: 00115834
RAIPUR, 26/05/2015
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 24th Annual Report on
the business and operations of your Company along with Audited
Standalone and Consolidated Financial Statements and Auditor''s Report
thereon for the financial year ended on 31st March, 2014.
The summarized financial results for the year ended on 31st March 2014
are as under:
FINANCIAL RESULTS
(Rs. in Lacs)
STANDALONE CONSOLIDATED
PARTICULARS Financial Financial Financial Financial
Year ended Year ended Year ended Year ended
31.03.2014 31.03.2013 31.03.2014 31.03.2013
Total Turnover & other
receipts 11997.84 14453.83 12005.60 14454.01
Profit before Interest,
Depreciation and Tax 683.24 667.98 684.60 692.96
Interest 418.90 362.06 418.91 386.96
Depreciation for the
year 84.86 98.55 84.86 98.56
Profit before Tax 179.48 207.37 180.83 207.44
Less : Provision for
Income Tax 65.24 70.76 65.66 70.76
Less : Net Deferred
Tax Liability (7.21) (3.72) (7.21) (3.72)
Net Profit after Tax 121.45 140.33 122.38 140.40
Add : Balance in Profit
& Loss Account 882.90 842.57 882.97 842.57
Amount available for
appropriation 1004.35 982.90 1005.35 982.97
Transferred to General
Reserve 10.00 100.00 10.00 100.00
Balance transferred to
Balance Sheet 994.35 882.90 995.35 882.97
Earnings Per Share
(Basic & Diluted) 1.35 1.56 1.36 1.56
DIVIDEND
The Directors of your Company do not recommend any dividend for the
financial year 2013-14 as it is decided to plough back the profit and
utilizing it for the enhancement of the business.
TRANSFER TO RESERVES
The Company proposes to transfer Rs.10.00 Lacs to General Reserve out
of the amount available for appropriation and an amount of Rs.994.35
Lacs has been transferred from the Profit and Loss account to the
Balance sheet.
REVIEW OF OPERATIONS
On a Consolidated basis the Revenue for the current financial year
stood at Rs.12005.60 Lacs as compared to Rs.14454.01 Lacs in the
previous year and Profit after Tax stood at Rs.122.38 Lacs during the
current financial year as compared to Rs.140.40 Lacs in the previous
year.
On a Standalone basis the Revenue for the current financial year stood
at Rs.11997.84 Lacs as compared to Rs.14453.83 Lacs in the previous
year and Profit after Tax stood at Rs.121.45 Lacs during the current
financial year as compared to Rs.140.33 Lacs in the previous year.
DIRECTORS
The Board consists of Executive and Non Executive Directors, including
Independent Directors who are having wide and varied experience in
different disciplines of corporate functioning. The Directors of the
Company are:
1. Shri Suresh Goel - Chairman
2. Shri Anand Goel - Managing Director
3. Shri Narendra Goel - Director
4. Shri Vikash Kumar Khedia - Independent Director
5. Shri Dinesh Kumar Aggarwal - Independent Director
6. Shri Raj Kumar Yadava - Independent Director
In accordance with the provisions of Section 152 of the Companies Act,
2013, Shri Suresh Goel, Director of the Company retires by rotation in
the upcoming Annual General Meeting and being eligible, offers himself
for reappointment.
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Shri Raj
Kumar Yadava, Shri Vikas Kumar Khedia and Shri Dinesh Kumar Aggarwal as
Independent Directors for the terms given in the Notice of the 24th
Annual General Meeting. Details of the proposal for the appointment of
above Independent Directors are mentioned in the Explanatory Statement
under Section 102(1) of the Companies Act, 2013 annexed to the Notice
of the 24th Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under Sub-Section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations.
ii. That 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 period;
iii. That 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;
iv. That they have prepared the annual accounts on a going concern
basis.
SUBSIDIARY COMPANY
M/s. Popular Mercantile Private Limited is the subsidiary of the
Company as on March 31, 2014. There has been no material change in the
nature of the business of the Subsidiary Company.
As required under Clause 32 of Listing Agreement entered into with BSE,
a consolidated financial statement of the Company and its subsidiary is
attached. The consolidated financial statement has been prepared in
accordance with the applicable accounting standards.
The consolidated financial statement discloses the assets, liabilities,
income, expenses and other details of the Company and its Subsidiary.
Pursuant to the provisions of Section 212(8) of the Companies Act,1956,
the Ministry of Corporate Affairs vide its Circular dated February 8,
2011 has granted general exemption from attaching the Balance Sheet,
Statement of Profit and Loss and other documents of the Subsidiary
Company with the Balance Sheet of the Company. A statement containing
brief financial details of the Company''s subsidiary for the financial
year ended March 31, 2014 is included in the annual report. The annual
accounts of this subsidiary and the related information will be made
available to any Member of the Company/its Subsidiary seeking such
information and are available for inspection by any Member of the
Company/its Subsidiary at the Registered Office of the Company. The
annual accounts of the said Subsidiary will also be available for
inspection, at the Head Office/Registered Office of the respective
Subsidiary Company.
CEO & CFO CERTIFICATION
The Certificate from the Managing Director pursuant to Clause 49(V) of
the Listing Agreement was tabled at the Board Meeting dated 27th May,
2014 and duly signed by the Managing Director is also annexed with this
report.
HUMAN RESOURCES
The Company places emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of
corporate objectives. Your Company integrates industrial and
organizational capabilities in a seamless manner through empowerment
and by offering a challenging workplace, aimed towards realization of
organizational goals. Your Company draws its strength from a highly
engaged and motivated workforce whose collective passion and commitment
has helped the Organization reach new heights.
PARTICULARS OF EMPLOYEES UNDER Section 217 (2A)
During the period under review, no employee employed throughout the
period or part of the period was in receipt of remuneration in excess
of the limits prescribed under Sub-Section (2A) of Section 217 of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended from time to time.
DEPOSITS
The Company has not accepted or renewed any deposits from the public as
envisaged under Section 58A of the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
Clause 49 of the Listing Agreement with BSE. A Report on Corporate
Governance & Shareholder Information together with the Auditors
Certificate thereon and Management Discussion and Analysis Report is
annexed as part of this Report.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on Conservation of Energy, efforts made towards Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed under Section 217(1)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the report of the Board of
Directors) Rules, 1988 is annexed to this Report.
AUDITORS
M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the
Statutory Auditors of the Company, retires at the forthcoming Annual
General Meeting of the Company. They being eligible for reappointment
have expressed their consent to be reappointed. The Company has also
received a certificate from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 141 (3)(g) of the Companies Act, 2013.
AUDITOR''S REPORT
A copy of the Annual Report for the year ended on March 31, 2014 along
with the Auditor''s Report thereon is annexed to the Directors'' Report.
The Notes on Financial Statements referred to in the Auditor''s Report
are self-explanatory and do not call for any further comments and there
are no qualification remarks made by the Auditors in their report,
hence no explanation is required in this regard.
COST AUDITORS AND COST AUDITOR''S REPORT
As per the Order issued by Ministry of Corporate Affairs dated June 30,
2011 pursuant to Section 233B of the Companies Act, 1956, our Company
is required to get its cost accounting records audited by Cost Auditors
and has accordingly appointed M/s. S.C. Mohanty and Associates as Cost
Auditors of the Company for conducting audit of cost accounting records
of the Company for the financial year 2013-14 and the Company has
received consent from M/s. S.C.Mohanty & Associates for their
appointment as the Cost Auditors of the Company. The due date of filing
Cost Audit Report for the financial year ended March 31, 2014 is
September 30, 2014.
VOTING BY ELECTRONIC MEANS
The Company is providing e-voting facility to all Members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014. The instructions for e-voting is provided in the Notice.
ACKNOWLEDGEMENT
Your Directors accord their undying gratitude for the assistance,
support and guidance provided by Banks, Customers, Suppliers,
Regulatory & Government Authorities, Business Associates and all other
Stakeholders. Your Directors also appreciate and value the contribution
and commitment of every employee towards your Company''s performance,
growth and sustainability. Your Directors look forward to your
continuing and valuable support.
FOR AND ON BEHALF OF THE BOARD
Sd/-
SURESH GOEL
(CHAIRMAN)
PLACE : RAIPUR
DATE : 27.05.2014
Mar 31, 2013
To, The Members
The Directors have immense pleasure in presenting the 23rd Annual
Report of the Company with the Audited Statement of Accounts and the
Auditors'' Report thereon on the business and operations of the Company
for the financial year ended on 31st March 2013.
The summarized financial results for the year ended on 31st March 2013
are as under :
FINANCIAL RESULTS :
STANDALONE CONSOLIDATED
PARTICULARS Financial Year Financial Year Financial Year
ended 31.03.2013 ended 31.03.2012 ended 31.03.2013
Total Turnover &
other receipts 14453.83 17113.31 14454.01
Profit before
Interest,
Depreciation and
Tax 667.98 756.85 692.96
Interest 362.06 357.47 386.96
Depreciation for the
year 98.55 89.55 98.56
Profit before
Tax 207.37 309.83 207.44
Less: Provision
for Income Tax 70.76 90.47 70.76
Less: Net Deferred Tax
Liability (3.72) 5.83 (3.72)
Net Profit after
Tax 140.33 213.53 140.40
Add: Balance in
Profit & Loss
Account 842.57 729.04 842.57
Amount available for
Appropriation 982.90 942.57 982.97
Transferred to General
Reserve 100.00 100.00 100.00
Balance transferred
to Balance Sheet 882.90 842.57 882.97
Earnings Per Share
(Basic & Diluted) 1.56 2.37 1.56
DIVIDEND:
The Directors of your Company do not recommend any dividend for the
financial year 2012-13 as it is decided to plough back the profit and
utilizing it for the enhancement of the business.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 100.00 Lacs to the General Reserve
out of the amount available for appropriation and an amount of
Rs.882.90 Lacs has been transferred from the Profit and Loss account to
the Balance sheet.
REVIEW OF OPERATIONS:
On a consolidated basis the Revenue for the current financial year
stood at Rs. 14454.01 Lacs and Profit after Tax stood at Rs.140.40 Lacs
during the current financial year.
On standalone basis the Revenue for the current financial year stood at
Rs. 14453.83 Lacs as compared to Rs. 17113.31 Lacs in the previous year
and Profit after Tax stood at Rs.140.33 Lacs during the current
financial year as compared to Rs. 213.53 Lacs in the previous year.
DIRECTORS:
The Board consists of executive and non executive directors including
the independent directors who are having wide and varied experience in
different disciplines of corporate functioning. The Directors of the
Company are:
1. Shri Suresh Goel
2. Shri Anand Goel
3. Shri Narendra Goel
4. Shri Vikash Kumar Khedia
5. Shri Dinesh Kumar Aggarwal
6. Shri Raj Kumar Yadava
In accordance with the provisions of Section 255 and 256 of the
Companies Act, 1956 and the Article No. 101 of Company''s Articles of
Association, Shri Raj Kumar Yadava, Director of your Company retires by
rotation in the upcoming Annual General Meeting and being eligible,
offers himself for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations.
ii. That 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 period;
iii. That 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;
iv. That they have prepared the annual accounts on a going concern
basis.
SUBSIDIARY COMPANY
M/s. Popular Mercantile Private Limited is the subsidiary of the
Company as on 31st March 2013. There has been no material change in the
nature of the business of the Subsidiary Company.
As required under Clause 32 of Listing Agreement entered into with BSE,
a consolidated financial statement of the Company and its subsidiary is
attached. The consolidated financial statement has been prepared in
accordance with the relevant accounting standards as prescribed under
Section 211(3C) of the Companies Act, 1956.
The consolidated financial statement discloses the assets, liabilities,
income, expenses and other details of the Company and its subsidiaries.
Pursuant to the provisions of Section 212(8) of the Companies Act, the
Ministry of Corporate Affairs vide its circular dated 8th February 2011
has granted general exemption from attaching the balance sheet,
statement of profit and loss and other documents of the subsidiary
companies with the balance sheet of the Company. A statement containing
brief financial details of the Company''s subsidiary for the financial
year ended 31st March 2013 is included in the annual report. The annual
accounts of this subsidiary and the related information will be made
available to any member of the Company/its subsidiary seeking such
information and are available for inspection by any member of the
Company/its subsidiary at the registered office of the Company. The
annual accounts of the said subsidiary will also be available for
inspection, at the head offices/registered offices of the respective
subsidiary company.
CEO & CFO CERTIFICATION:
The Certificate from the Managing Director pursuant to clause 49 (V) of
the Listing Agreement was tabled at the Board Meeting dated 29th May,
2013 and duly signed by the Managing Director is also annexed with this
report.
HUMAN RESOURCES:
The Company places emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of
corporate objectives. Your Company integrates individual and
organizational capabilities in a seamless manner through empowerment
and by offering a challenging workplace, aimed towards realization of
organizational goals. Your Company draws its strength from a highly
engaged and motivated workforce whose collective passion and commitment
has helped the organization reach new heights.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A):
During the period under review no employee employed throughout the
period or part of the period was in receipt of remuneration in excess
of the limits prescribed under Sub Section (2A) of Section 217 of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended from time to time.
DEPOSITS:
The company has not accepted or renewed any deposits from the public as
envisaged under Section 58A of the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:
Your Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
clause 49 of the Listing Agreement with BSE. A Report on Corporate
Governance & Shareholder Information together with the Auditors
Certificate thereon and Management Discussion and Analysis Report is
annexed as part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on Conservation of Energy, efforts made towards Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed under Section 217(1)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the report of the Board of
Directors) Rules, 1988 is annexed to this Report.
AUDITORS:
M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the
Statutory Auditors of the Company, retires at the forthcoming Annual
General Meeting of the company. They being eligible for reappointment
have expressed their consent to be reappointed as Auditors for the
financial year 2013-2014. The Company has received a certificate from
them to the effect that their re-appointment, if made, would be within
the limits prescribed under Section 224 (1B) of the Companies Act,
1956.
AUDITOR''S REPORT:
A copy of the Annual Report for the year ended on March 31, 2013 along
with the Auditor''s Report thereon is annexed to the Directors'' Report.
The Auditor''s Report is self explanatory and there are no qualification
remarks made by the Auditors in their report, hence no explanation is
required in this regard.
COST AUDITOR''S REPORT:
The Company has appointed M/s. S.C. Mohanty and Associates as Cost
Auditors of the Company as per section 233B of the Companies Act, 1956
for conducting audit of cost accounting records of the company for the
financial year 2013-14 and the Company has obtained Central Government
approval for their appointment as the Cost auditors of the Company. The
due date of filing Cost Audit Report for the financial year ended March
31, 2013 is September 30, 2013.
ACKNOWLEDGEMENTS:
Your Directors accord their undying gratitude for the assistance,
support and guidance provided by Banks, Customers, Suppliers,
Regulatory & Government Authorities, Business Associates and all other
Stakeholders. Your Directors also appreciate and value the contribution
and commitment of every employee towards your Company''s performance,
growth and sustainability. Your Directors look forward to your
continuing and valuable support.
FOR AND ON BEHALF OF THE BOARD
Sd/-
SURESH GOEL
(CHAIRMAN)
PLACE : RAIPUR
DATE : 29.05.2013
Mar 31, 2012
The Directors have immense pleasure in presenting the 22nd Annual
Report of the Company with the Audited Statement of Accounts and the
Auditors' Report thereon on the business and operations of the Company
for the financial year ended 31st March, 2012.
The summarized financial result for the year ended 31st March 2012 is
as under:
FINANCIAL RESULTS :
(Rs. in lacs)
PARTICULARS Year ended Year ended
31.03.2012 31.03.2011
Total Turnover &
other receipts 17113.31 17621.17
Profit before Interest,
Depreciation and Tax 756.85 764.00
Interest 357.47 370.57
Depreciation for the
year 89.55 81.44
Profit before Tax 309.83 311.99
Less : Provision for
Income Tax 90.47 99.84
Less : Net Deferred
Tax Liability 5.83 1.26
Net Profit after Tax 213.53 210.89
Add: Balance in
Profit & Loss Account 729.04 618.15
Amount available
for appropriation 942.57 829.04
Transferred to
General Reserve 100.00 100.00
Balance transferred
to Balance Sheet 842.57 729.04
Earnings Per Share
(Basic & Diluted) 2.37 2.34
DIVIDEND:
The Directors of your Company do not recommend any dividend for the
financial year
2011-12 as the Directors of your Company decided to plough back the
profit for utilizing it for the enhancement of the business.
REVIEW OF OPERATIONS:
The Revenue for the current financial year stood at Rs. 17113.31 Lacs
as compared to Rs. 17621.17 Lacs in the previous year and Profit after
Tax stood at Rs. 213.53 Lacs during the current financial year as
compared to Rs.210.89 Lacs in the previous year.
MARKETING AND EXPORT:
We are pleased to place before the stake holders that our export has
enhanced from previous year to the current year, due to quality steel
produced by us. Moreover in the ensuing year we do hope our export will
increase in near future. The total amount of export earnings in the
current financial year is Rs. 86.71 Lacs as against Rs. 46.75 Lacs in
the previous financial year through cross border transactions. Your
Directors are positive and hopeful towards the future growth.
DIRECTORS:
The Board consists of executive and non executive directors including
the independent directors who have wide and varied experience in
different disciplines of corporate functioning. The Directors of the
Company are:
1. Mr. Suresh Goel
2. Mr. Narendra Goel
3. Mr. Anand Goel
4. Mr. Vikash Kumar Khedia
5. Mr. Dinesh Agrawal
6. Mr. Raj Kumar Yadava
In accordance with the provisions of Section 255 and 256 of the
Companies Act 1956 and the Company's Articles of Association Mr.
Narendra Goel, Director of your Company retire by rotation and being
eligible, offer himself for reappointment.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations;
ii. That 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 profit of the Company
for that period;
iii. That 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 preventing and detecting fraud and other irregularities;
iv. That they have prepared the annual accounts on a going concern
basis.
CEO & CFO CERTIFICATION:
The certificate from the Managing Director pursuant to clause 49 (V) of
the Listing Agreement has been tabled at the Board Meeting dated 30th
May 2012 and is also annexed with this report.
HUMAN RESOURCES:
The Company places emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of
corporate objectives. Your Company integrates employee growth with
organizational growth in a seamless manner through empowerment and by
offering a challenging workplace, aimed towards realization of
organizational goals.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A):
During the period under report no employee employed throughout the
period or part of the period was in receipt of remuneration in excess
of the limits prescribed under sub section (2A) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the report of the Board of Directors) Rules, 1988 as amended from
time to time.
DEPOSITS FROM PUBLIC:
The company has not accepted or renewed any deposits from public as
envisaged under Section 58A of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Your Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
clause 49 of the Listing Agreement with the Stock Exchanges. A Report
on Corporate Governance and Shareholder Information together with the
Auditors Certificate thereon is annexed as part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Clause 49 of the
Listing Agreement is annexed and forming part of the Director's Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information as required under section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 are as under:
(a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services
and export plans.
(b) Information in respect of Foreign Exchange Earning and Outgo are:
(Rs. in Lacs)
Particulars F.Y. 2011-12 F.Y. 2010-11
Earning 86.71 47.65
Outgoing - -
Net Amount 86.71 47.65
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Information on Conservation of Energy, required to be disclosed under
Section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the report of the Board of Directors)
Rules, 1988, are given herein as under:
A. CONSERVATION OF ENERGY
Your Company recognizes the vital need to conserve energy and give due
importance to the reduction of power consumption in its manufacturing
processes. During the year under review the following energy
conservation measures have been implemented:-
- Use of energy efficient lights.
- Monitoring of insulation resistance of motors to reduce dielectric
losses.
- Use of good quality lubricants to reduce frictions.
DETAILS OF POWER AND FUEL CONSUMPTION
S.
N. PARTICULARS F.Y. 2011-12 F.Y. 2010-11
I- ELECTRICITY
A Units Consumed (in KWH) 19740601 2168160
B Total Cost (in Rs.) 12170145 11168886
C Rate per Unit (in Rs.) 6.16 5.15
2 COAL
A Quantity Consumed (In MT.) 5361.150 5981.690
B Total Cost (in Rs) 33534059 31357767
C Rate Per Mt. (in Rs) 6255.01 5242.29
3. FURNACE OIL
A Quantity Consumed (in Ltrs) 595700 788110
B Total Cost (in Rs) 22066574 21106131
C Rate Per Ltrs. (in Rs) 37.04 26.78
4. OXYGEN GAS
A Quantity Consumed
(in Cu. Mtr.) 112172 146590.50
B Total Cost (in Rs) 1148922 1500187
C Rate Per Cu. Mtrs. (in Rs) 10.24 10.23
5. CONSUMPTION PER UNIT OF PRODUCTION
A Production of M.S.
Structural (in MT) 34747.110 38614.470
B Electricity (in KWH) 56.81 56.15
C Coal (in MT) 0.15 0.15
D Furnace Oil (in Ltrs.) 17.14 20.41
E Gas (in Cu. Mtrs) 3.23 3.80
B. TECHNOLOGY ABSORPTION
Efforts in brief made towards technology absorption, adaptation and
innovation:
- The Company has its own testing laboratory well equipped with
modern machines and equipments for ensuring the quality.
- All the ranges of products offered by the Company to its valuable
clients are all ISI marked known for its best quality products.
- Constant monitoring of process and technology up gradation taking
place in advance countries and to offer similar products through
in-house R & D as well as
through progressive manufacturing activities. The Company is in the
process of further improving its quality control methods and testing
facilities.
- Regular interaction with equipment designers and manufacturers and
major raw material suppliers for improvements to processing and
operating parameters.
- Benefits derived as a result of above efforts - Improved product
quality.
AUDITORS:
M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the
Statutory Auditors of the Company, retire at the forthcoming Annual
General Meeting of the company. They being eligible for reappointment
have expressed their consent to be reappointed for the financial year
2012-2013. The Company has received a certificate from them to the
effect that their re- appointment, if made, would be within the limits
prescribed under Section 224 (1B) of the Companies Act, 1956. Your
Directors recommend for their reappointment.
AUDITOR'S REPORT:
The copy of the Annual Report for the year ending 31st March 2012 along
with the Auditor's Report thereon and is annexed with the Director's
Report. There are no qualification remark made by the Auditors in their
report hence no reply is required in this regard.
COST AUDITOR'S REPORT
The Company has appointed M/s.S.C.Mohanthy and Associates as Cost
Auditors of the Company's as per section 233B of the Companies Act
1956. The Central Government has approved the appointment
M/s.S.C.Mohanthy and Associates as the Cost auditors for conducting
Cost Audit for the financial year 2011- 12. The due date of filing Cost
Audit Report for the financial year ended March 31, 2012 is September
30, 2012.
ACKNOWLEDGEMENTS:
Your Directors record their sincere appreciation for the assistance,
support and guidance provided by Banks, Customers, Suppliers,
Regulatory & Government Authorities, Business Associates and
Stakeholders. Your Directors also thank the employees of the Company
for their contribution and commitment towards your Company performance
and growth during the period under review. Your Directors look forward
to your continuing support.
FOR AND ON BEHALF OF THE BOARD
Sd/-
(SURESH GOEL)
CHAIRMAN
Place: Raipur
Date : 30.05.2012
Mar 31, 2010
The Directors have immense pleasure in presenting the 20th Annual
Report of the Company with the Audited Statement of Accounts and the
Auditors Report thereon on the business and operations of the Company
for the financial year ended 31st March, 2010.
The summarized financial result for the year ended 31st March 2010 is
as under:
FINANCIAL RESULTS :
(Rs. in lacs)
PARTICULARS Year ended Year ended
31.03.2010 31.03.2009
Total Turnover &
other receipts 17547.50 22028.05
Profit before Interest,
Depreciation and Tax 636.22 657.14
Interest 240.14 240.56
Depreciation 93.88 123.09
Profit before Tax 302.20 293.49
Less: Provision for
Income Tax &
Fringe Benefit Tax 105.90 106.53
Add: Previous year
adjustments 5.81 0.43
Add: Net Deferred
Tax Asset 4.91 5.73
Net Profit after Tax 207.02 193.12
Add: Balance
brought forward from
previous year 511.13 418.01
Net Profit after tax
and adjustments 718.15 611.13
Transferred to
General Reserve 100.00 100.00
Balance transferred
to Balance Sheet 618.15 511.13
Earning Per Share
(Basic & Diluted) 2.30 2.15
DIVIDEND:
The Directors of your Company do not recommend any dividend for the
financial year 2009-10 as the Directors of your Company decided to
plough back the profit for utilizing it for the enhancement of the
business.
REVIEW OF OPERATIONS:
Your Company is engaged in the business of manufacturing of steels. The
Companys financial performance has been adversely affected due to
global financial crisis and extraordinary economic environment
resulting in slow down of demand and sharp correction in iron and steel
products. Revenue for current financial year stood at Rs. 17535.52
Lacs and profit after tax is Rs. 207.02 Lacs as compared to revenue of
Rs. 22021.16 Lacs and profit after tax Rs. 193.12 Lacs in the previous
financial year. The total sale (manufactured & traded goods) was of
50288.870 MT of value Rs. 17535.52 Lacs as compared to 49105.220 MT of
value Rs. 22021.16 Lacs in the previous financial year 2008-09.
Your company has manufactured 47709.36 MT of Structural Steels as
compared to 49033.80 MT in the previous financial year 2008-09. The
capacity utilization was 79.52% in the current financial year as
compared to 81.72% in the previous financial year. The reduction in the
capacity utilization was made due to the economic withdrawal. The
reduction in the global demand of steel resulted in the declined amount
of cross border turnover which was overall reflected in the aggregate
turnover of the Company. Although your Company continued to sustain its
profitable position as it is better equipped to deal with market
turbulence due to relatively stronger domestic demand, its competitive
position in cost of production and growing competence of human
resources.
MARKETING AND EXPORT:
Export has been extensively less because the price was low as well as
the demand was less in the world market. The amount of export of the
Company has been tremendously declined during the year due to less
demand, the total amount of export in the current financial year is of
Rs. 24.27 Lacs as against the Rs. 557.35 lacs in the previous financial
year through cross border transactions. Your Directors are positive and
hopeful towards the future growth.
DIRECTORS:
The Board consists of executive and non executive directors including
the independent directors who have wide and varied experience in
different disciplines of corporate functioning. The Directors of the
Company are:
1. Mr. Suresh Goel
2. Mr. Anand Goel
3. Mr. Narendra Goel
4. Mr. Vikash Kumar Khedia
5. Mr. Dinesh Agrawal
6. Dr. Ramesh Chandra Gupta
In accordance with the provisions of section 255 and 256 of the
Companies Act, 1956 and the Companys Articles of Association Shri
Suresh Goel and Shri Ramesh Chandra Gupta, Directors are liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible Mr. Suresh Goel offer himself for reappointment. Mr. R.K.
Yadava has proposed his candidature in writing for appointment as
Independent Director of the Company in place of retiring director Dr.
Ramesh Chandra Gupta, who has expressed his unwillingness to continue
his directorship in the Company.
The proposed Mr. R. K. Yadava is M. Tech and Ph.D in Metallurgical
Engineering from Banaras Hindu University, Banaras (UP) and has 35
years experience of research in the field of metallurgical and material
engineering. He has been member of many technical committees of
renowned institutions like NT, Madras, Govt, of Rajasthan, Indian
Engineering Congress, Central
Electro-Chemical Research Institution, Tamilnadu etc. He had also
served many organizations like M/s Varun Flair Filtration Limited, M/s
Balls & Cylpebs Limited, United India Insurance Co. Limited, Hindustan
Zinc Limited etc. The vast experience of the proposed director is
definitely going to benefit the Company. The Board recommends his
appointment for your consideration.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confirm:
i. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations.
ii. That 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 period;
iii. That 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 preventing and detecting fraud and other irregularities;
iv. That they have prepared the annual accounts on a going concern
basis.
CEO & CFO CERTIFICATION:
The certificate from the Managing Director pursuant to clause 49 (V) of
the Listing Agreement has been tabled at the Board Meeting dated 29th
June 2010 and is also annexed with this report.
HUMAN RESOURCES:
The Company places emphasis on recruitment, training and development of
human resources, which assumes utmost significance in achievement of
corporate objectives. Your Company integrates employee growth with
organizational growth in a seamless manner through empowerment and by
offering a challenging workplace, aimed towards realization of
organizational goals.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A):
During the period under report no employee employed throughout the
period or part of the period was in receipt of remuneration in excess
of the limits prescribed under sub section (2A) of Section 217 of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the report of the Board of Directors) Rules, 1988 as amended from
time to time.
DEPOSITS FROM PUBLIC:
The company has not accepted or renewed any deposits from public as
envisaged under Section 58A of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Your Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
clause 49 of the Listing Agreement with the Stock Exchanges. A Report
on Corporate Governance & Shareholder Information together with the
Auditors Certificate thereon is annexed as part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under Clause 49 of the
Listing Agreement is annexed and forming part of the Directors Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO :
The information as required under section 217(1 )(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 are as under:
(a) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services
and export plans.
(b) Information in respect of Foreign Exchange Earning and Outgo are :
Particulars F.Y. 2009-10 F.Y. 2008-09
Earning 24.27 lacs 557.35 lacs
Outgoing 2.37 lacs 137.21 lacs
Net Amount 21.90 lacs 420.14 lacs
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :
Information on Conservation of Energy, required to be disclosed under
Section 217 (1) (e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the report of the Board of Directors)
Rules, 1988, is given herein under:
A. CONSERVATION OF ENERGY
Your Company recognizes the vital need to conserve energy and give due
importance to the reduction of power consumption in its manufacturing
processes. During the year under review the following energy
conservation measures have been implemented:-
- Use of energy efficient lights.
- Monitoring of insulation resistance of motors to reduce dielectric
losses.
- Use of good quality lubricants to reduce frictions.
DETAILS OF POWER AND FUEL CONSUMPTION
S.N. PARTICULARS F.Y. 2009-101 F.Y. 2008-09
1. ELECTRICITY
a Units Consumed (in KWH) 29247001 2815766
b. Total Cost (in Rs.) 1,34,19,794 1,34,02,339
c Rate per Unit (in Rs.) 4.59 4.76
d Own Generation NIL NIL
S.N. PARTICULARS F.Y. 2009-101 F.Y. 2008-09
1.FURNACE OIL
a Quantity Consumed (in Ltrs) 2759370 2786631
b Total Cost (in Rs) 6,63,30,858 7,27,06,382
c Rate Per Ltrs. (in Rs) 24.04 26.09
3 OXYGEN GAS
a Quantity Consumed
(in Cu. Mtr.) 148753.50 110722.50
b Total Cost (in Rs) 14,87,888 10,80,282
c Rate Per Cu. Mtrs. (in Rs) 10.00 9.76
4 CONSUMPTION PER UNIT OF PRODUCTION
a Production of M.S.
Structural (in MT) 47709.360 49033.800
b Electricity (in KWH) 61.30 57.43
c Furnace Oil (in Ltrs.) 57.84 56.83
d Gas (in Cu. Mtrs) 3.12 2.26
B. TECHNOLOGY ABSORPTION
Efforts in brief made towards technology absorption, adaptation and
innovation:
- The Company has its own testing laboratory well equipped with modern
machines and equipments for ensuring the quality.
- All the ranges of products offered by the Company to its valuable
clients are all ISI marked known for its best quality products.
- Constant monitoring of process and technology up gradation taking
place in advance countries and to offer similar products through
in-house R & D as well as through progressive manufacturing activities.
The Company is in the process of further improving its quality control
methods and testing facilities.
- Regular interaction with equipment designers and manufacturers and
major raw material suppliers for improvements to processing and
operating parameters.
- Benefits derived as a result of above efforts - Improved product
quality.
AUDITORS:
M/s. R.K. Singhania & Associates, Chartered Accountants, Raipur, the
Statutory Auditors of the Company, retire at the forthcoming Annual
General Meeting of the company. They being eligible for reappointment
have expressed their consent to be reappointed for the financial year
2010-2011. The Company has received a certificate from them to the
effect that their re- appointment, if made, would be within the limits
prescribed under Section 224 (1B) of the Companies Act, 1956. Your
Directors recommend for their reappointment.
AUDITORS REPORT:
The copy of the Annual Report for the year ending 31st March 2010 along
with the Auditors Report thereon and is annexed with the Directors
Report. There are no qualification remark made by the Auditors in their
report hence no reply is required in this regard.
ACKNOWLEDGEMENTS:
Your Directors record their sincere appreciation for the assistance,
support and guidance provided by Banks, Customers, Suppliers,
Regulatory & Government Authorities, Business Associates and
Stakeholders. Your Directors also thank the Employees of the Company
for their contribution and commitment towards your Company performance
and growth during the period under review. Your Directors look forward
for your continuing support.
FOR AND ON BEHALF OF THE BOARD
Sd/-
(SURESH GOEL)
CHAIRMAN
PLACE: RAIPUR
DATE: 29.06.2010