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Directors Report of Ashirwad Steels & Industries Ltd.
Mar 31, 2025
Your Directors present their 39th Annual Report on the business and operations of the Company and its Audited
Statements of Accounts together with Auditors'' Report for the financial year ended 31st March, 2025.
1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:
|
Current Year |
Previous Year |
|
|
(31.03.2025) |
(31.03.2024) |
|
|
(Rs in Lakhs) |
(Rs in Lakhs) |
|
|
Income from Operations |
429.94 |
439.94 |
|
Profit/(Loss) before and also after |
309.73 |
318.58 |
|
Add/(Less): Tax Expenses for the year |
78.02 |
83.79 |
|
Add/(Less): Income Tax for earlier years |
1.65 |
6.99 |
|
Add/(Less): Deferred Income Tax (Assets) |
0.40 |
2.29 |
|
Net Profit/ (Loss) for the year after tax |
229.66 |
225.51 |
|
Add: Other Comprehensive income |
(2.53) |
21.32 |
|
Total Comprehensive income |
227.13 |
246.83 |
2. DIVIDEND:
In order to conserve resources for any new trading or industrial venture and for the working capital
requirements for company''s business, your Board does not recommend any dividend for the financial year under
review.
3. RESERVES
No fresh amount has been transferred to the reserves by the Board during the year under review.
4. THE COMPANY''S WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW
The overall working and financial performance of your company during the financial year 2024-2025 has been
satisfactory.
As detailed in the prior annual reports, the company has divested all its industrial units, retaining only the LPG
Bottling Plant located in Raigarh. This plant remains non-operational, as its commercial operations have proven
to be neither remunerative nor economically viable. The Board had obtained authority from the members via
Postal Ballot to sell this Plant; however, to date, no serious buyer or purchaser has expressed interest in
acquiring said unit, or for its freehold land, which alone holds the commercial value. Your board has till now not
been able to identify any economically viable trading or industrial business for the company, though sincere
efforts in this direction are continuing.
During the financial year 2024-2025 your company has made fresh investments in shares, securities, bonds and
mutual funds aggregating to Rs. 4.45 Crores (net of sales/redemptions) and the fair market value of total
investments in such share and securities etc as on 31.03.2025 stood at Rs. 36.22 Crores. Further, your company
has made fresh lending of money of an amount of Rs 4.25 Crores (Net of refunds) and the total loans advanced
as on 31.03.2025 stood at Rs. 9.60 Crores and which are considered good.
Further, as far as the financials of the company are concerned for the Financial Year under review, the
Company''s revenue from operations stood at Rs. 180.45 lacs (previous year Rs. 158.52 lacs) and the other
income stood at Rs.249.49 lacs (previous year Rs. 281.42 lacs) and hence the total income stood at Rs. 429.94
lacs (previous year Rs. 439.94 lacs). The Other Comprehensive Income (OCI) for the year stood as Rs. -2.53
lacs, (net of taxes) (previous year Rs. 21.31 lacs). The total comprehensive income for the year stood at Rs.
227.13 lacs (previous year Rs. 246.82 lacs. Your Board continues to strive for better operational and financial
performance of your company.
5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:-
During the year under review there has been no change in the nature of business of the company.
6. SHARE CAPITAL STRUCTURE OF THE COMPANY:-
During the year there has been no change in the share capital structure of the company be it the authorized
equity share capital or issued and paid up equity share capital. The company''s equity share capital structure as
on 31.03.2025 stood as under:-
(A) Authorised Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each, par
value)
(B) Issued, Subscribed and Paid up Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of
Rs 10/- each-par value fully paid ) .
Note: The Company does not have any preference share capital or any other type of equity share capital.
7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2025 TILL
THE DATE OF THIS BOARD REPORT:
None
8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE
COMPANY:
None
9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY''S FINANCIAL
STATEMENTS:
In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company''s
Financial Statements and Operations. Kindly refer to Annexure ''B'' of the Statutory Auditors report dated 21st
May, 2025.
10. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY''S
SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER
REVIEW AND THEIR FINANCIAL PERFORMANCE:
The Company neither has nor had in the past any subsidiary, associate or joint venture Company.
11. FIXED DEPOSIT:
The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V)
of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no
overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the
Companies Act, 2013 are not required to be furnished.
12. STATUTORY AUDITORS:
M/s. C. K. Chandak & Co., Chartered Accountants, had been appointed as the Statutory Auditors of the Company
for a period of five years beginning from financial year 2022-23 to 2026-27 (i.e. from conclusion of 36th AGM to
41st AGM) and as such they continue to hold their office as the statutory auditors of your company.
13. AUDITOR''S REPORT:
The observations made in the Auditor''s Report are self-explanatory and do not call for any further comments u/s
134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in
their Report and their opinion is unmodified.
14. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2025:
Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of the Act read with
Companies (Management & Administration) Amendment Rules, 2020 the Annual Return for the financial year
2024-25 is available at the Company''s Official website at:www.ashirwadsteels.com.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. EXPORTS AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS.
With respect to the informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules 2014, with respect to conservation of energy and technology absorptions ;
the company has nothing to report under these heads as company did not carry out any industrial activity during
the year under review . The company did not have any export turnover during the year. The informations
regarding foreign currency inflows and outflows are as under:-
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings/inflows: Nil (Previous Year: Nil)
Outgo/ outflows: Nil (Previous Year: Nil)
16. ANNUAL EVALUATION:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause 2(f)(9) of Chapter II of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the
"SEBI LODR Regulations"), the Board has carried out an annual performance evaluation of its own functioning,
that of individual Directors, and the performance of its Audit Committee and Nomination and Remuneration
Committee, in a structured and comprehensive manner. During the year under review, the Independent
Directors held a separate meeting on January 24, 2025, to, inter alia, evaluate the performance of Non¬
Independent Directors, the Board as a whole, the Managing Director, the Whole-Time Director, and the
Chairman of the Company, as well as to assess the quality and timeliness of information flow between
management and the Board for effective governance. The overall performance was found to be satisfactory. As
required under Regulation 17(10) of the SEBI LODR Regulations, the Board also carried out the performance
evaluation of the Independent Directors (excluding the Director being evaluated) and assessed the fulfillment of
independence criteria, and expressed its satisfaction with the outcome.
17. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016
The company has not made any application under aforesaid bankruptcy code nor is the company facing any
proceeding under the said Insolvency and Bankruptcy Code, 2016.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the
Company in respect of the financial year 2024-2025 covered under this Report.
19. DIRECTORS:
A) Changes in Directors and Key Managerial Personnel:
During the year under review, Mr. Vishesh Chhibbar, an Whole Time Director who was retiring by rotation but
being eligible for reappointment, was re-appointed as the Director of the Company through e-voting in the 38th
AGM held on 24th June, 2024.
Further, during the year, Shri Pravin Kumar Chhabra was appointed as the new Non - Executive Independent
Director for a tenure of five years (i.e., from 15.04.2024 to 14.04.2029) by the board of directors in their
meeting held on 15.04.2024 and which appointment was duly approved and ratified by the members in the 38th
AGM held on 24th June, 2024. Further he was also made the Non executive Chairman of the company effective
from 08.05.2024 by the board of directors in their meeting held on 07.05.2024.
Additionally, Shri Dalbir Chhibbar, Managing Director of the Company, was reappointed for a further period of
five years from 17.05.2024 to 16.05.2029, by the board of directors in their meeting held on 15.04.2024 and his
such reappointment was further ratified and approved by the members at the 38th Annual General Meeting of
the company held on 24.06.2024.
Further, in its meeting held on 24.01.2025, the Board approved the reappointment of Mr. Baninder Singh Sahni
as a Non executive Independent Director of the Company for the second term of five years (i.e., from
19.06.2025 to 18.06.2030), not liable to retire by rotation. His reappointment is subject to the approval of the
members by way of a special resolution, which has been included in the agenda of the forthcoming 39th AGM of
the Company.
Mrs. Sushma Chhibbar, Non-Executive Director of the Company, is retiring by rotation at the conclusion of the
forthcoming 39th AGM, and being eligible, has offered herself for reappointment. Your Board recommends her
reappointment.
Mrs. Sonal Agarwal (ICSI Membership No. ACS 68219), who was appointed as the Company Secretary and
Compliance Officer with effect from 07.11.2023, continues to hold the said position as on the date of this Report.
B) Declaration an Independent Director(s) and Re-appointment, if Any:
Declaration given by Independent Directors that they meet the criteria of independence as provided in sub¬
section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 has been received and taken on record.
20. BOARD MEETINGS HELD DURING THE YEAR:
During the year the Board of Director''s Meetings were held on five occasions e.g. 15-04-2024, 07-05-2024, 26¬
07-2024, 25-10-2024 and 24-01-2025.
21. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP
COMMITTEE:
There have been changes in the composition of Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee of the company during the year under review and the particulars of the
same have been stated in Annexure-I , report on corporate governance of this annual report.
22. LOANS, GUARANTEES AND INVESTMENTS:
Regarding loans given by the Company and for the investments made by the Company during the year under
review; please refer to the Note No. 5 and 10 respectively in the annual Financial Statements of Accounts.
However, during the financial year under review the Company has not given any guarantee of any kind to any
person or to any Bank or Financial Institution.
23. RELATED PARTY TRANSACTIONSAS PER SECTION 188(1) COMPANIES ACT. 2013:
The company has paid Rs. 9.00 lacs to a related party as office rent and has also paid Rs. 12.00 lacs as
remuneration to the Managing Director and Rs 7.80 Lacs to Whole Time Director. These Related Party
transactions are in the normal course and are not considered to be material and hence approval of the same
from the shareholders is not required. Please refer to Form AOC-2 annexed with this Board Report and which
forms part of it. The details of payment made to other related parties as defined under Ind-AS Accounting
Standards are as per Note No 26(5) on the annual financial statements.
24. MANAGERIAL/DIRECTOR''S REMUNERATION:
The particulars of the same are as mentioned in the annexure -I , Corporate Governance Report annexed to this
Annual Board Report.
25. CORPORATE GOVERNANCE:
In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities and Exchange Board of
India (SEBI) Listing Regulations, 2015, the Corporate Governance Report for financial year 2024-25 is given in
"Annexure- I" which forms part of this annual board Report.
26. SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH
PRESCRIBED SECRETARIAL STANDARDS:
The Annual Secretarial Audit Report for the financial year ended March 31, 2025, along with "Annexure A,"
dated May 20, 2025 (in the prescribed Form No. MR-3), issued by the Secretarial Auditors, M/s Patnaik &
Patnaik, Company Secretaries, is annexed hereto and forms part of this Board Report as "Annexure II."
The Secretarial Compliance Report, also dated May 20, 2025, for the financial year ended March 31, 2025,
relating to compliance with applicable SEBI Regulations, Circulars, and guidelines issued there under, pursuant
to Regulation 24A of the Listing Regulations, issued by the aforesaid Secretarial Auditors, is annexed as
"Annexure III" and forms part of this Board Report.
The Company has complied with all Secretarial Standards as prescribed by the Institute of Company Secretaries
of India, namely Secretarial Standard-1 (SS-1) and Secretarial Standard-2 (SS-2).
27. RISK MANAGEMENT POLICY:
The Company has, laid down procedures to inform the Board of Directors about Risk Assessments and it''s
minimization procedures. The Board has also framed and implemented the Risk Management Plan for the
Company to the extent it was possible, feasible and practical. The formation of Risk Management Committee is
not applicable to the Company as the requirement is applicable to only top 1000 listed entities on the basis of
market capitalization on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.
28. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER
PARTICULARS AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5
OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
(a) During the year a remuneration of Rs 12,00,000/- was paid to Managing Director, Rs 7,80,000/- was
paid to the whole time director and Director''s sitting fees of Rs. 45,000/-was paid to the Independent
Directors for attending the Board Meetings and none of the other directors received any remuneration
and therefore, the computation of ratio of remuneration of each Director to the median remuneration
of the employees of the Company are not furnished. The remuneration paid and/or payable to the Key
Managerial Personnel''s is very reasonable and commensurate with their performances and overall work
load. The remuneration paid to the employees is as per the remuneration policy of the Company,
which is dynamic in nature and changes as per changing times and as per the financial performance of
the Company and of an individual employee including their work experience, competency, job profile,
skill and seniority.
(b) No employee of the Company during the financial year was in receipt of remuneration aggregating to
Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs per month if employed for a part
of the financial year. No employee of the Company is holding 2% or more of the Equity Shares of the
Company. The number of permanent employees as at year-end was seven and the ratio of
remuneration paid to Managing Director and executive director to median remuneration of the
employees was 1.11 : 1.
29. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION &REDRESSAL) ACT, 2013:
The Board of Directors and/or the Management of the Company have not received any complaint on this account
from any of the employees of the Company or from any other person.
30. DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, states:-
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch, 2025, the applicable
accounting standards had been followed along with proper explanation relating to material departures.
(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31.03.2025 and of the profit of the Company for that period.
(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch, 2025 on a going concern
basis.
(v) That the Directors had laid down internal financial controls, which are to be followed by the Company, and that
such internal financial controls are adequate and were operating effectively.
(vi) That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and
that such systems were adequate and operating effectively.
31. ACKNOWLEDGEMENT:
Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from
the stakeholders during the year under review. Your Directors also wish to place on record their appreciation for
the services and contribution of the employees.
Place: Kolkata For and on behalf of the Board
Dated: 21st May, 2025 Ashirwad Steels & Industries Limited
DalbirChhibbar Vishesh Chhibbar
Managing Director Whole Time Director
(DIN:00550703) (DIN: 03553892)
Mar 31, 2024
The Directors present their 38th Annual Report on the business and operations of the Company and its Audited Statements of Accounts together with Auditors' Report for the financial year ended 31st March, 2024.
| Â |
Current year |
Previous year |
| Â |
(31.03.2024) |
(31.03.2023) |
| Â |
(Rs in Lakhs) |
(Rs in Lakhs) |
|
1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY: |
||
|
Income from Operations |
439.94 |
444.32 |
|
(Including other Income) Profit/(Loss) before and also after exceptional and |
||
|
Extra-ordinary items and before taxes |
318.58 |
1865.91 |
|
Add/(Less): Tax Expenses for the year |
83.79 |
189.19 |
|
Add/(Less): Income Tax earlier year |
6.99 |
-- |
|
Add/(Less): Deferred Income Tax (Assets) |
2.29 |
0.14 |
|
Net Profit/(Loss) for the year after tax |
225.51 |
1676.58 |
|
Add: Other Comprehensive income |
21.32 |
25.62 |
|
Total Comprehensive income (including |
246.83 |
1702.21 |
|
Post Tax Profit/(Loss) for the year) |
||
2. Â Â Â DIVIDEND:
In order to conserve resources for any new trading or industrial venture and for the working capital requirements for company's business, your Board does not recommend any dividend for the financial year under review.
3. Â Â Â RESERVES
No fresh amount has been transferred to the reserves by the Board during the year under review.
4. Â Â Â THE COMPANY'S WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW
The overall working of the company during the financial year 2023-2024 has been more or less satisfactory but not up to the expectations of your board.
As stated in the previous annual reports; the company has disposed off all it's industrial units except a LPG Bottling Plant at Raigarh, which continues to be inoperative, as usual, as the commercial operations thereon are not remunerative and economically viable. The Board has taken authority from the members through Postal Ballot to dispose off the said Plant but unfortunately no worthwhile buyer/purchaser for the said unit has come forward till date even for it's freehold land which alone has commercial value while the old and obsolete plant &equipments have only scrap value. During the year the company has commenced it's new business of investments and lending but unfortunately the board could not identify or start any trading or industrial business or activity though all out efforts to identify and start any new economically viable industrial or trading/real estate business for the company are continuing by the board.
During the financial year 2023-2024 your company has made fresh investments in shares and securities aggregating to Rs. 14.44 Crores (net of sales) and the fair market value of total investments in share and securities as on 31.03.2024 stood at Rs.31.81 Crores. However, your company did not make any major fresh lending of money and the total loans advanced as on 31.03.2024 stood at Rs.5.35 Crores (net of refunds) and which are considered good.
Further, during the year under review, the Company's revenue from operations net of taxes stood at Rs.158.52 lacs (previous year Rs.212.13 lacs) and the other income stood at Rs.281.42 lacs (previous year Rs. 232.19 lacs) and hence the total income stood at Rs.439.94 lacs (previous year Rs. 444.32lacs). The Other Comprehensive Income (OCI) for the year stood as Rs.21.32 lacs (previous year Rs. 25.62lacs). The total comprehensive income for the year
stood at Rs.246.83 lacs (previous year Rs. 1702.21 lacs including exceptional income of Rs 1587.62 lacs realized by sale of its lpg bottling plant, at Uluberia, Howrah).Your Board continues to make its best possible efforts to improve the overall working and financial performance of your Company.
5. Â Â Â CHANGE IN NATURE OF BUSINESS OF THE COMPANY:-
During the year under review there has been no change in the nature of business of the company.
6. Â Â Â SHARE CAPITAL STRUCTURE OF THE COMPANY:-
During the year there has been no change in the share capital structure of the company be it the authorized equity share capital or issued and paid up equity share capital. The company's equity share capital structure as on 31.03.2024 stood as under:-
(A) Â Â Â Authorised Capital (Rs):Â 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each, par value)
(B) Â Â Â Issued, Subscribed and Paid up Capital (Rs):Â 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/-each-par value fully paid ) .
Note:Â The Company does not have any preference share capital or any other type of equity share capital.
7. Â Â Â MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2024 TILL THEÂ DATE OF THIS BOARD REPORT:
None
8. Â Â Â SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THEÂ COMPANY:
None
9. Â Â Â ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY'S FINANCIALÂ STATEMENTS:
In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company's Financial Statements and Operations. Kindly refer to Annexure 'B' of the Statutory Auditors report dated 7th May, 2024.
10. Â Â Â DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY'S SUBSIDIARYÂ COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW AND THEIRÂ FINANCIAL PERFORMANCE:
The Company neither has nor had in the past any subsidiary, associate or joint venture Company.
11. Â Â Â FIXED DEPOSIT:
The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.
12. Â Â Â STATUTORY AUDITORS:
M/s. C. K. Chandak & Co., Chartered Accountants, had been appointed as the Statutory Auditors of the Company for a period of five years beginning from financial year 2022-23 to 2026-27 (i.e. from conclusion of 36th AGM to 41stAGM) and as such they continue to hold the office.
13. Â Â Â AUDITOR'S REPORT:
The observations made in the Auditor's Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in their Report and their opinion is unmodified.
14. Â Â Â EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2024:
Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of the Act read with Companies (Management & Administration) Amendment Rules, 2020 the Annual Return for the financial year 2023-24 is available at the Company's Official website at:www.ashirwadsteels.com.
15. Â Â Â CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. EXPORTS AND FOREIGN EXCHANGE EARNINGSÂ AND OUTGOINGS.
With respect to the informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, with respect to conservation of energy and technology absorptions ; the company has nothing to report under these heads as company did not carry out any industrial activity during the year under review . The company did not have any export turnover during the year. The informations regarding foreign currency inflows and outflows are as under:-
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings/inflows: Â Â Â Nil (Previous Year: Nil)
Outgo/ outflows: Â Â Â Nil (Previous Year: Nil)
16. Â Â Â ANNUAL EVALUATION:
Pursuant to the provisions of the Sec 134(3)(p) of the Companies Act, 2013 and clause 2(f)(9) of chapter II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter in this board report called and referred to as "SEBI LODR REGULATIONS);your Board has carried out an annual performance evaluation of its own performance, the performance of each Individual Director as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees as per a suitably conceived manner. During the year under review, the Independent Directors had their exclusive meeting on 10.01.2024 inter alia, to discuss the Performance evaluation of Non Independent Directors and Board of Directors as a whole and also of the Managing Director and the Chairman of the Company and Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board and the same were generally found to be satisfactory. As mandated by SEBI (LODR) Regulation 17(10); the Board as a whole has carried out the performance evaluation of each of the Independent Directors of the Company, without the participation of the particular Independent Director whose performance is being evaluated, and fulfillment of the prescribed criteria of their independence and the Board is satisfied with the same.
17. Â Â Â THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY ANDÂ BANKRUPTCY CODE. 2016
The company has not made any application under aforesaid bankruptcy code nor the company is facing any proceeding under the said Insolvency and Bankruptcy Code, 2016.
18. Â Â Â CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the Company in respect of the financial year 2023-2024 covered under this Report. However, on it's own initiative the company during the FY 2023-2024 has spent Rs. 3.64 lacs( previous year Rs 10.83 lacs) on various social activities for the general benefit of the society and intends to continue it.
19. Â Â Â DIRECTORS:
A)Â Changes in Directors and Key Managerial Personnel:
During the year under review; Mrs. Sushma Chhibbar, a non-executive director who was retiring by rotation but being eligible for reappointment ; was re-appointed as the director of the company through e-voting in the last 37th AGM held on 12th June, 2023. Further during the year; Shri Puranmal Agarwal had resigned from the board with effect from 28.06.23 ( taken on record by the board on 02.08.2023 ) after ably serving the company for a very long time due to personal reasons . Your board has a deep sense of gratitude for him for the invaluable services rendered by him during his long stint with company as a director and conveyed it's thanks to him.
Further in the financial year of 2023-2024; the Board has appointed Shri Vishesh chhibbar ( a non-executive director of the company) as full time executive director of the company in their meeting held on 03.05.2023 and his such appointment was duly approved and ratified by the members through a special resolution passed by the members through E-Voting in the 37th AGM held on 12.06.2023.
Further during the year; Shri Neeraj Chhabra, independent director, had completed his five years tenure on 17.1.2024 and had vacated his post and retired from the directorship with effect from 18.01.2024. The board coveys it's gratitude and thanks to him for his valuable services to the company during his tenure as an independent director of the company. The vacancy caused by his retirement/ completion of tenure was filled up by the board in it's meeting held in the current financial year on 15.04.2024 by appointing Shri Pravin Kumar Chhabra, as the new independent director for a tenure of five years (i.e. from 15.04.2024 to 14.04.2029) subject to his such appointment being approved and ratified by the members in the forthcoming 38th AGM scheduled for 24.06.2024.
Further, the present tenure of Shri Dalbir Chhibbar, as managing director of the company, is expiring on 16.05.2024 and the board in it's meeting held in the current financial year on 15.04.2024 has reappointed him for a further period of five years from 17.05.2024 to 16.05.2029 subject to such reappointment being approved and ratified by the members in the ensuing 38th AGM scheduled on 24.06.2024.
Shri Vishesh Chhibbar, executive director of the company, is retiring by rotation on the conclusion of the forthcoming 38th AGM of the company but being eligible has sought reappointment. Your Board recommends all the above three appointments and hence you are requested to kindly consider the same.
Further Mr. Ravi Shankar Singh ( ICSI membership no-ACS 69330 ) had resigned as the company secretary with effect from 10.08.2023 and the vacancy so caused was filled by the board in it's meeting held on 07.11.2023 by appointing Mrs Sonal Agarwal (ICICI membership no- ACS 68219 ) as the new Company Secretary and Compliance Officer with effect from the same day.
B)Â Declaration an Independent Director(s) and Re-appointment, if Any:
Declaration given by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors)Â Rules, 2014 has been received and taken on record.
20. Â Â Â BOARD MEETINGS HELD DURING THE YEAR:
During the year the Board of Director's Meetings were held on five occasions e.g. 03.05.2023, 02.08.2023, 16.08.2023, 07.11.2023 and 09.02.2024
21. Â Â Â AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIPÂ COMMITTEE:
There have been changes in the composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the company during the year under review and the particulars of the same have been stated in Annexure-I , report on corporate governance of this annual report . These committee however are functioning and attending to their duties with the existing members.
22. Â Â Â LOANS, GUARANTEES AND INVESTMENTS:
Regarding loans given by the Company and for the investments made by the Company during the year under review, ;please refer to the Note No.5 and10 respectively in the annual Financial Statements of Accounts. However, during the financial year under review the Company has not given any guarantee of any kind to any person or to any Bank or Financial Institution.
23. Â Â Â RELATED PARTY TRANSACTIONSAS PER SECTION 188(1) COMPANIES ACT. 2013:
The company has paid Rs. 9.00 lacs to a related party as office rent and has also paid Rs.12.00 lacs as remuneration to the Managing Director and Rs 7.15 Lakhs to Whole Time executive Director. These Related Party transactions are in the normal course and are not considered to be material and hence approval of the same from the shareholders is not required. Please refer to Form AOC-2 annexed with this Board Report and which forms part of it. The details of payment made to other related parties as defined under Ind-AS Accounting Standards are as per Note No 26(6)on the annual financial statements.
24. Â Â Â MANAGERIAL/DIRECTOR'S REMUNERATION:
The particulars of the same are as mentioned in the annexure -I ,Corporate Governance Report annexed to this Annual Board Report.
25. Â Â Â CORPORATE GOVERNANCE:
In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities and Exchange Board of India (SEBI) Listing Regulations, 2015, the Corporate Governance Report for financial year 2023-24 is given in "Annexure-I" which forms part of this annual board Report.
26. Â Â Â SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITHÂ PRESCRIBED SECRETARIAL STANDARDS:
Annual Secretarial Audit Report for the Financial year ended 31stMarch,2024, along with "Annexure- A", dated .....(in
the prescribed Form No.MR-3) as given by the secretarial auditors, M/s Patnaik & Patnaik, Company Secretaries, is annexed hereto and forms part of this Board Report as "Annexure- II"
The Secretarial Compliance report dated 03rd May, 2024 for the financial year ended 31stMarch, 2024, in relation to compliance of applicable SEBI Regulations/Circulars/guidelines issued there under, pursuant to requirement of regulation 24A of listing regulations; as issued by the aforesaid secretarial auditors is also annexed as "Annexure- III" and forms part of this Board report.
The company has complied with all Secretarial Standards as prescribed by Institute of Company Secretaries of India being Secretarial Standard- 1 and Secretarial Standard- 2.
27. Â Â Â RISK MANAGEMENT POLICY:
The Company has, laid down procedures to inform the Board of Directors about Risk Assessments and it's minimization procedures. The Board has also framed and implemented the Risk Management Plan for the Company to the extent it was possible, feasible and practical. The formation of Risk Management Committee is not applicable to the Company as the requirement is applicable to only top 1000 listed entities on the basis of market capitalization on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.
28. Â Â Â DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER PARTICULARSÂ AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF COMPANIESÂ (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
A.    During the year a remuneration of Rs 12,00,000/- was paid to Managing Director, Rs 7,15,000/- was paid to the executive director and Director's sitting fees of Rs.36,000/-was paid to the Independent Directors for attending the Board Meetings and none of the other directors received any remuneration and therefore, the computation of ratio of remuneration of each Director to the median remuneration of the employees of the Company are not furnished. The remuneration paid and/or payable to the Key Managerial Personnel's is very reasonable and commensurate with their performances and overall work load. The remuneration paid to the employees is as per the remuneration policy of the Company, which is dynamic in nature and changes as per changing times and as per the financial performance of the Company and of an individual employee including their work experience, competency, job profile, skill and seniority.
B.    No employee of the Company during the financial year was in receipt of remuneration aggregating to Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs per month if employed for a part of the financial year. No employee of the Company is holding 2% or more of the Equity Shares of the Company. The number of permanent employees as at year-end was six and the ratio of remuneration paid to Managing Director and executive director to median remuneration of the employees was 1.38:1 .
29. Â Â Â DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONÂ &REDRESSAL) ACT, 2013:
The Board of Directors and/or the Management of the Company have not received any complaint on this account from any of the employees of the Company or from any other person.
30. Â Â Â DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states:-
(i)    That in the preparation of the annual accounts for the financial year ended 31stMarch, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(ii)    That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
(iii)    That 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)    That the Directors have prepared the accounts for the financial year ended 31stMarch, 2024 on a going concern basis.
(v)    That the Directors had laid down internal financial controls, which are to be followed by the Company, and that such internal financial controls are adequate and were operating effectively.
(vi)    That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.
31. ACKNOWLEDGEMENT:
Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the services and contribution of the employees.
Mar 31, 2015
Dear Members,
The Directors present their 29th Annual Report on the business and
operations of the Company and it''s Audited Statements of Accounts
together with Auditors'' Report for the financial year ended 31st March,
2015.
Current year Previous year
(31.03.2015) (31.03.2014)
Rupees Rupees
1. SUMMARY OF FINANCIAL
RESULTS AND PERFORMANCE
OF THE COMPANY:
Turnover/Income from 8,58,47,592 19,59,96,654
Operations(gross)
Less: Excise duty 33,85,845 1,68,84,790
Profit/(Loss) before (16,74,921) 17,31,728
exceptional and
Extra-ordinary items
and taxes
Profit/(Loss) before (24,54,060) 17,31,728
taxation
Tax Expenses :
Current Income Tax -- 3,30,000
Deferred Income Tax (11,60,047) (23,21,146)
(Assets)
Profit/(Loss) after (12,94,013) 37,22,874
Taxation
2. DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
3. RESERVES
No amount has been transferred to the reserves by the Board during the
year under review.
4. THE COMPANY''S WORKING/STATE OF AFFAIRS DURING THE YEAR UNDER REVIEW
:
The Secondary Steel Sector of the country has been passing through a
very bad phase for the last several years for reasons and circumstances
beyond control and in line with that the Company''s working has been
quite unsatisfactory as the Company''s both Sponge Iron Plants at
Jamshedpur and at Dist. Nalgonda (Telengana) remained closed for whole
of the year due to non-availability of iron ore and it''s exorbitant
high unaffordable prices due to closure of most iron ore mines in the
states of Karnataka and Odisha. The problem was further compounded by
highly depressed market conditions for steel in the country due to slow
growth in the consumption and huge steel import at cheaper rates from
China, South Korea and Russia, etc. The Company''s Nalgonda based Sponge
Plant, however, operated during April, 2014 and thereafter it was
closed down. The outlook for the current financial year also is not
very promising as the iron ore mines still remain closed and steel
imports in the country are continuing unabated. However, as per recent
reports; some of the iron ore mines in the State of Odisha are likely
to re-open in another few months time which is likely to ease the
availability of iron ore at reasonable rates. The international prices
of iron ore have also fallen substantially and your Board is working
out the economics of operating the Nalgonda based plant with imported
iron ore. However, the selling prices of Sponge Iron remain highly
subdued and have dropped between Rs.3,000/- to Rs.4,500/- p.m.t. during
the year under review. Depending on the circumstances and economic
viability; your Board will try to re-open the aforesaid two closed
Sponge Iron Plants as and when the situation improves and operations
become economically favourable. The Company''s Hydrocarbon Gas Bottling
Plant at Raigarh (Chhattisgarh) remained closed due to high cost of gas
thus making the operations economically unviable as it is difficult to
compete with the Govt. owned Oil Companies. The circumstances mentioned
as above are beyond the control of the Directors and the Management but
they will continue to make all out efforts for the betterment of the
Company.
5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:
None during the year.
6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL
YEAR 31.03.2015 TILL THE DATE OF THIS BOARD REPORT:
No such material changes and commitments have taken place.
7. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS AGAINST THE COMPANY:
None.
8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY''S
FINANCIAL STATEMENTS:
In the opinion of the Board, the Company has adequate Financial
Controls in place with respect to Company''s Financial Statements and
Operations.
9. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE
COMPANY''S SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES
DURING THE YEAR UNDER REVIEW AND THEIR FINANCIAL PERFORMANCE:
Nil and hence Not Applicable.
10. FIXED DEPOSIT :
The Company has not accepted any deposits during the year from the
Public under section 73 or 74 (Chapter V) of the Companies Act, 2013
nor did it receive the same in any of the previous years and hence
there are no overdue/outstanding Deposits or any interest payable
thereon and therefore the prescribed details under the Companies Act,
2013 are not required to be furnished.
11. STATUTORY AUDITORS :
M/s. A Pradhan & Associates, Chartered Accountants, were appointed as
Statutory Auditors of your Company in the last Annual General Meeting
and they being eligible have offered themselves for re-appointment at
the ensuing Annual General Meeting. No change in Statutory Auditors has
taken place during the year under review.
12. AUDITORS'' REPORT :
The observations made in the Auditors'' Report are self-explanatory and
do not call for any further comments u/s 134(3)(f) of the Companies
Act, 2013. The Auditors have not made any materially significant
qualifications in their Report.
13. EXTRACT OF THE ANNUAL RETURN
The same is annexed with this Report in the prescribed FORM NO. MGT-9.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS.
The informations required under Section 134(3)(m) of the Companies Act,
2013 read with Clause 8 of the Companies (Accounts) Rules 2014, are as
under:-
(A) CONSERVATION OF ENERGY :
The Power requirement at Company''s Gas Bottling Plant is negligible as
only bottling of gases is being done. For Sponge Iron Plants, the
Capacitor Panels of adequate size and number have been installed and
are maintained to save and economise on power consumption. As the
Company''s manufacturing units are lying closed; the Company has not
made any fresh investments on this account nor was there any need to
take any fresh initiatives on this account.
(B) TECHNOLOGY ABSORPTION :
The Company is using in-house technology and expertise for its LPG
Bottling Plants. The technology to manufacture Sponge Iron was provided
by an outside agency long ago. The said technology is fully indigenous
and is now well established and has been fully absorbed by the Company.
The Company has not so far made use of any imported technology for its
products/plants. The Company has not made nor felt necessary to absorb
any fresh technology and the Company has not incurred any expenditure
on Research and Development.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO :
Earnings: Nil (Previous Year: Nil)
Outgo : Nil (Previous Year : Rs.51,473)
15. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
As per criteria prescribed under section 135 of the Companies Act,
2013; the CSR is not applicable to the Company in respect of the
financial year 2014-15 covered under this Report. The Company will,
however, formulate and implement CSR Policy as and when it gets
applicable to the Company.
16. DIRECTORS :
A) Changes in Directors and Key Managerial Personnel:
During the Year, Mr. Tapas Datta , Mr. Pravin Kumar Chhabra and Mr.
Lalit Kishore Choudhury were appointed/reappointed as the Independent
Directors of the Company for a period of 5 Years by the Members in the
Annual General Meeting held on 22nd September, 2014, Mr. Dalbir
Chhibbar was re-appointed as the Managing Director of the Comapany for
a tenure of 5 years effective from 17.05.2014 and Ms. Manisha Chopra
was appointed as the Company Secretary of the Company, who also acts as
the Compliance Officer of the company.
Mr. Puranmal Agarwal and Mr. Yudhbir Chhibbar, the retiring directors
by rotation, were re-appointed as the Directors of the Company by the
members in the Annual General Meeting held on 22nd September, 2014. Mr.
Suresh Kumar Agarwal and Mrs. Sushma Chhibbar, the Directors of the
Company, retire by rotation at the ensuing AGM and being eligible offer
themselves for re-appointment.
B) Decleration by an Independent Director(s) and Re-Appointment, If
Any:
Declaration given by Independent Directors meeting the criteria of
independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 has been received and taken on
record.
C) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committee. During the year under Report, the Independent
Directors met on 20th March, 2015 inter alia, to discuss the
Performance evaluation of Non Independent Directors and Board of
Directors as a whole and of the Chairman and Managing Director and
Evaluation of the quality of flow of information between the Management
and Board for effective performance by the Board and were satisfied
overall.
17. BOARD MEETINGS HELD DURING THE YEAR :
During the year the Board of Director''s Meetings were held on six
occasions e.g. on 21st May, 2014; 30th May, 2014; 30th July, 2014; 13th
October, 2014; 7th November, 2014 and 16th January, 2015. The
Independent Directors held their separate annual meeting on 20th March,
2015.
18. AUDIT COMMITTEE:
As Per Corporate Governance Report annexed hereto.
19. VIGIL MECHANISM:
The Company believes in the conduct of its affairs in a fair and
transparent manner to foster professionalism, honesty, integrity and
ethical behaviors in all its business activities and has put in place a
mechanism of reporting illegal or unethical behavior. The Company has
adopted a Vigil Mechanism through which the employees, Directors and
other stakeholders are free to report to Senior Management any
unethical behaviour, improper practices and wrongful conduct taking
place in the Company for taking appropriate action. The confidentiality
of those reporting violations is maintained and they are not subjected
to any discriminatory practice.
20. NOMINATION & REMUNERATION COMMITTEE :
As per Corporate Governance Report annexed hereto.
21. LOANS, GUARANTEES AND INVESTMENTS:
Refer Note: 40 in the Financial Statements of Accounts.
22. RELATED PARTY TRANSACTIONS (Prescribed Form No.- AOC-2 enclosed):
During the financial year under review, the Company has sold some raw
materials of its Sponge Iron Plant at Jamshedpur to an Associate
Company at prevailing market rates as the Company''s said plant was
lying closed for the last few years.
23. MANAGERIAL REMUNERATION:
The particulars are mentioned in the Corporate Governance Report as
annexed to this Board Report.
24. SECRETARIAL AUDIT REPORT:
A Secreterial Audit Report given by J. Patnaik & Associates, a Company
Secretary in Practice, is annexed hereto in the prescribed Form No.MR-3
of Companies Act, 2013.
25. CORPORATE GOVERNANCE :
Corporate Governance Report along with the Certificate of the Auditors
confirming compliance of conditions of Corporate Governance as required
under Clause 49 of the Listing Agreement with the Stock Exchange is
annexed hereto.
26. RISK MANAGEMENT POLICY:
The Company''s biggest risk is with regard to procurement of critical
raw materials namely Iron-Ore and Coal but it has virtually no control
on the same. As most of the Iron-Ore Mines in the Country still remain
closed and Coal has to be sourced only from Government-Owned Companies
who decided and fix the prices arbitrarily. The other risks is the wide
fluctuations in the selling price of Sponge-Iron which again depend on
Demand and Supply and your Company being a small player has no control
or influence on the same.
Hence, due to these uncontrolable external elements, your Company is
unable to formulate or implement any suitable Risk Management Policy to
safeguard its business interests.
27. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES
AND OTHER PARTICULARS AS REQUIRED UNDER RULE 5 OF COMPANIES
(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Rule 5(1) :
A. During the year no Remuneration was paid to any of the Directors
including Managing Director except nominal sitting fees to the
Independent Directors for attending the Board Meetings and therefore,
the computation of ratio of remuneration of each Director to the median
remuneration of the employees of the Company are not furnished. Out of
the Key Managerial Personnels; only Chief Financial Officer''s salary
was increased from Rs.18,500/- per month to Rs.20,000/- per month and
due to closure of all the manufacturing units of the Company and
resultant financial hardship; no increment to the employees was awarded
during the year under review.
The remuneration paid and/or payable to the Key Managerial Personnels
are very reasonable and is commensurate with their performances. The
remuneration paid to the employees is as per the remuneration policy of
the Company which is dynamic in nature and changes as per the financial
performance of the Company and also of an individual employee.
Rule 5(2) :
B. No employee of the Company during the financial year was in receipt
of remuneration aggregating to Rs.60 lacs or more if employed for the
whole year and Rs.5 lacs per month if employed for a part of the
financial year. No employee of the Company is holding 2% or more of the
Equity Shares of the Company.
28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Board of Directors and/or the Management of the Company has not
received any complaint on this account from any of the employees of the
Company or from any other person.
29. DIRECTORS'' RESPONSIBILITY STATEMENT :
The Directors'' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, states :-
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2015, the applicable accounting standards had
been followed alongwith proper explanation relating to material
departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
(iii) that 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) that the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a going concern basis.
(v) that 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) that the Directors had devised proper systems to ensure compliance
with provisions of all applicable laws and that such systems were
adequate and operating effectively.
30. ACKNOWLEDGEMENT :
Your Directors would like to convey their sincere appreciation for the
assistance and co-operation received from the valued customers,
suppliers and shareholders during the year under review. Your Directors
also wish to place on record their appreciation for the contribution of
the employees.
For and on behalf of the Board
Place : Kolkata Dalbir Chhibbar Puranmal Agrawal
Dated :29th May, 2015 Managing Director. Chairman
Mar 31, 2014
Dear Members
The Directors present their 28th Annual Report and the Audited
Statements of Accounts of your Company together with Auditors'' Report
for the year ended 31st March, 2014.
Current year Previous year
(31.03.2014) (31.03.2013)
Rs. Rs.
FINANCIAL RESULTS:
Turnover/Income from Operations (gross) 19,59,56,654 60,20,22,587
Less: Excise duty 1,68,84,790 5,88,63,222
Profit before exceptional and
Extra-ordinary items and taxes 17,31,728 82,18,060
Profit before taxation 17,31,728 82,18,060
Tax Expenses:
Current Income Tax 3,30,000 15,66,000
Fringe Benefit for earlier period - 6,309
Deferred Income Tax (Assets) (23,21,146) (13,42,987)
Profit after Taxation 37,22,874 79,88,738
OPERATIONS & FINANCIAL PERFORMANCE:
The operational performance of the Company during the year has been
quite dismal. The Company''s Sponge Iron Plant located at Jamshedpur was
closed down on 1.9.2012 due to non-supply of coal by Central Coalfields
Ltd., since March, 2011, exclusively due to their faults and lapses and
the Company has taken necessary legal action against them in the
Hon''ble High Court at Ranchi and the Writ Petition is under hearing.
The said Sponge Iron Plant continues to be closed on account of above
reasons. The availability of iron ore to produce Sponge Iron is
extremely limited and their prices are also ruling very high and
unaffordable as most of the mines in Orissa and Karnataka continue to
be closed. The operations at Company''s Sponge Iron Plant at Nalgonda
have also suffered due to limited supply of coal by the Coal Company,
continuous closure of iron ore mines in Karnataka and extreme shortage
of power/electricity. The cost of other manufacturing expenses
including Administrative Costs have also gone up whereas due to
suppressed demand for long steel products on account of slow down in
the House-Building sector and lower spending by the Government on
infra-structure development resulting in unremunerative selling prices.
Your Company''s Gas Bottling Plant located at Raigarh (Chhattisgarh)
continues to be closed due to uneconomic operations. During the year
under review your Company produced 7417 M.T. of Sponge Iron (previous
year 27081 M.T.). The gross turnover of the Company/income from
operations stood at Rs. 1959.56 lacs (previous year Rs.6020.22 lacs).
The net result of the year is a profit of Rs. 37.23 lacs (previous year
Rs. 79.89 lacs).
DIVIDEND
Your Directors do not recommend any dividend for the year under review.
STATUTORY AUDITORS:
M/s. A Pradhan & Associates, Chartered Accountants, were appointed as
Statutory Auditors of your Company in the last Annual General Meeting
and they being eligible have offered themselves for re-appointment at
the ensuing Annual General Meeting.
COST AUDITORS:
M/s. Shazad & Co., Cost Accountants, are being recommended for
appointment as Company''s Cost Auditors for the Financial Year 2014-15
in terms of provisions of New Companies Act, 2013.
DIRECTORS:
Mr. Dev Kumar Mishra resigned from the Board of Director on 28.03.2014.
Mr. Ashok Kumar Jaiswal, the Independent Director also resigned from
the Board w.e.f. 21.05.2014. Mr. Lalit Kishore Choudhury was appointed
as an Independent Director of the Company on and from 28.03.2014. Mr.
Tapas Datta was appointed as an Independent Director of the Company on
and from 21.05.2014. The members in the forthcoming General Meeting are
requested to give their consent and approval for the appointment of the
aforesaid Independent Directors. Mr. Puranmal Agarwal and Mr. Yudhbir
Chhibbar, the Directors, retire by rotation and offer themselves for
re-appointment at the ensuing Annual General Meeting.
FIXED DEPOSIT:
The Company has not accepted any deposits during the year from the
Public under section 58 of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Corporate Governance Report along with the Certificate of the Auditors
confirming compliance of conditions of Corporate Governance as required
under Clause 49 of the Listing Agreement with the Stock Exchange is
annexed hereto.
LISTING OF COMPANY''S SHARES & LISTING FEES:
The Company''s shares are listed on Bombay Stock Exchange Limited (BSE),
Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai-400023.
The Company has paid the listing fees for the financial year 2013-2014
to the Stock Exchange, Bombay, on which Company''s shares are listed.
The Company has also paid custodial fees for the year 2013-2014 to
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). The International Security
Identification Number (ISIN) allocated to the Company by NSDL and CDSL
is 338C01012.
SHARE REGISTRARS & TRANSFER AGENTS:
Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road,
5th Floor, Kolkata-700 001. Phone : (033) 2235-7270/71, 2234-3576, Fax:
(033) 22156823, E-mail nichetechDl@nichetechpl.com
INTIMATION & REGISTRATION OF E-MAIL ADDRESS BY THE
SHAREHOLDERS/MEMBERS.
Every shareholder and member of the Company is hereby requested to
intimate, record and register their e-mail address with the company by
sending the same by post either to the Company or to the share
registrars and transfer agents as above or to the depository
participants of the Company as mentioned in this report. A separate
letter to this effect shall be shortly posted to the Shareholders.
DEPOSITORY DETAILS:
1. Central Depository Services (India) Ltd., P.J. Towers (17th floor),
Dalai Street, Mumbai-400023, Phone: (022) 22723333-3224, Fax: (022)
2272-2072/3199.
2. M/s. National Securities Depository Ltd., 4th floor, ''A'' Wing, Trade
World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,
Mumbai-400 013. Phone: (022) 2499-4200 Fax: (022) 24972993.
DEMATERIALISATION OF SHARES:
As per SEBI''s direction, the Company has signed tripartite agreements
with the above Depositories and Registrars and Transfer Agents in
November, 2000. Dematerialisation facility for physical share
certificates is available. According to SEBI''s guidelines trading in
Demat form has been made compulsory for all classes of investors.
Therefore, it is in the interest of all the shareholders to convert
their physical holdings into electronic holdings by dematerialization
of the equity shares.
PERSONNEL:
No employee was in receipt of Salary exceeding the limits prescribed
u/s 217(2A) of the Companies Act, 1956 and hence the Statement of
particulars of employees as required under that section is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS.
As regards the information required under Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of particulars in
the Report of Board of Directors) Rules 1988, your Directors give the
following particulars to the extent applicable to your Company.
(A) CONSERVATION OF ENERGY:
The Power requirement at Company''s Gas Bottling Plant is negligible as
only bottling of gases is being done. For Sponge Iron Plants, the
Capacitor Panels of adequate size and number have been installed and
are maintained to save and economise on power consumption.
(B) TECHNOLOGY ABSORPTION:
The Company is using in-house technology and expertise for its LPG
Bottling Plants. The technology to manufacture Sponge Iron was provided
by an outside agency. The said technology is fully indigenous and is
now well established and has been fully absorbed by the Company. The
Company has not so far made use of any imported technology for its
products/plants.
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:-
(i) That in the preparation of the annual accounts for the financial
year ended 31st March, 2014, the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
(ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
(iii) That the Directors had taken proper and sufficient care 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 the Directors have prepared the accounts for the financial
year ended 31st March, 2014 on a going concern basis.
ACKNOWLEDGEMENT:
Your Directors would like to convey their sincere appreciation for the
assistance and co-operation received from the valued customers,
suppliers and shareholders during the year under review. Your Directors
also wish to place on record their appreciation for the contribution of
the employees at all levels.
Place : Kolkata
Dated : 30th May, 2014.
For and on behalf of the Board
Dalbir Chhibbar Puranmal Agarwal
Managing Director Chairman
Mar 31, 2013
The Directors present their 27th Annual Report and the Audited
Statements of Accounts of your Company together with Auditors'' Report
for the year ended 3181 March, 2013.
Current year Previous year
(31.03.2013) [31.03.2012]
Rs. Rs.
FINANCIAL RESULTS :
Turnover/Income from
Operations(gross) 60,20,22,587 70.83,24,759
Less: Excise duty 5,88,63,222 5,79,55,938
Profit/(Loss)before
exceptional and
Extra-ordinary
items and taxes 82,18,060 (3,75,71,215)
Profit/(Loss)
before taxation 82,18,060 (3,75,71,215)
Tax Expenses:
Current Income Tax 15,66,000 -
Fringe Benefit
for earlier period 6,309 -
Deferred Income
Tax (Assets) 13,42,987 11,38,359
Profit/(Loss) after Taxation 79,88,738 (3,64,32,856)
OPERATIONS & FINANCIAL PERFORMANCE :
The operational performance of the Company during the year has not been
satisfactory. The Company''s Sponge Iron Plant located at Jamshedpur
was closed down on 1.9.2012 due to non-supply of coal by Central
Coalfields Ltd., since March, 2011. exclusively due to their faults and
lapses and the Company has taken necessary legal action against them in
the Hon''ble High Court at Ranchi and the Writ Petition is under
hearing. The availability of iron ore to produce Sponge Ifon is
extremely limited and their prices are also ruling very high and
unaffordable as most of the mines in Orissa and Karnataka continue to
be closed. The operations at Company''s Sponge Iron Plant at Nalgonda
have also suffered due to limited supply of coal by the Coal Company,
continuous closure of iron ore mines in Karnataka and extreme shortage
of power/electricity. The cost of other expenses including diesel had
also gone up whereas due to suppressed demand for long steel products
on account of slow down in the house-building sector and lower spending
by the Government on infra-structure development; resulted in
lower/un remunerative selling prices. During the year under review your
Company produced 27081 M.T. of Sponge Iron (previous year 33065 M.T.).
The gross turnover of the Company/income from operations stood at
Rs.6020.23 lacs (previous year Rs.7083.25 lacs). The net result of the
year is a profit of Rs.79.89 lacs (previous year net loss of Rs.364.32
iacs).
DIVIDEND
Your Directors do not recommend any dividend for the year under review.
STATUTORY AUDITORS:
M/s. A Pradhan & Associates, Chartered Accountants, were appointed as
Statutory Auditors of your Company in the last Annual General Meeting
and they being eligible have offered themselves for re-appointment at
the ensuing Annual General Meeting.
DIRECTORS:
Mr. Dev Kumar Mishra, Mrs. Sushma Chhibbar and Mr. Ashok Kumar Jaiswal,
Directors retire by rotation from the Board and being eligible offer
themselves for re-appointment.
FIXED DEPOSIT:
The Company has not during the year accepted any deposits from the
Public under section 58 of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Corporate Governance Report along with the certificate of the Auditors
confirming compliance of conditions of Corporate Governance as required
under Clause 49 of the Listing Agreement with the Stock Exchange is
annexed hereto.
LISTING OF COMPANY''S SHARES & LISTING FEES :
The Company''s shares are listed on Bombay Stock Exchange Limited
(BSE), Phiroze Jeejeebhoy Towers, ; 25lh Floor, Dalai Street,
Mumbai-400 023.
The Company has paid the listing fees for the financial year 2012-2013
to the Stock Exchange, Mumbai, on which Company''s shares are listed.
The Company has also paid custodial fees for the year 2012-2013 to
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). The International Security
Identification Number (ISIN) allocated to the Company by NSDL and CDSL
is 338C01012:
SHARE REGISTRARS & TRANSFER AGENTS :
Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road,
5th Floor, Kolkata - 700 001.
Phone : (033) 2235-7270/71, 2234-3576, Fax: (033) 2215-6823, E-mail
nichetechpl@nichetechpl
DEPOSITORY DETAILS:
1. Central Depository Services (India) Ltd., P.J.Towers (17thfloor),
Dalai Street, Mumbai-400023, Phone: (022) 2272-3333/3224, Fax : (022)
2272-2072/3199.
2. M/s. National Securities Depository Ltd., 4th floor, ''A'' Wing,
Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,
Mumbai-400 013. Phone: (022) 2499-4200 Fax: (022) 2497-2993.
DEMATERIALISATION OF SHARES:
As per SEBI''s direction, the Company has signed tripartite agreements
with the above Depositories and Registrars and Transfer Agents in
November, 2000. Dematerialization facility for physical share
certificates is available. According to SEBI''s guidelines trading in
Demat form has been made compulsory for all classes of investors.
Therefore, it is in the interest of all the shareholders to convert
their physical holdings into electronic holdings by dernaterialisation
of the equity shares.
PERSONNEL:
No employee was in receipt of Salary exceeding the limits prescribed
u/s 217(2A) of the Companies Act, 1956 and hence the Statement of
particulars of employees as required under that section is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS.
As regards the information required under Section 217(1 )(e) of the
Companies Act, 1956 read with Companies (Disclosure of particulars in
the Report of Board of Directors) Rules 1988, your Directors give the
following particulars to the extent applicable to your Company.
(A) CONSERVATION OF ENERGY :
The Power requirement at Company''s Gas Bottling Plant is negligible
as only bottling of gases is being done. For Sponge Iron Plants, the
Capacitor Panels of adequate size and number have been installed and
are maintained to save and economise on power consumption.
(B) TECHNOLOGY ABSORPTION :
The Company is using in-house technology and expertise for its LPG
Bottling Plants. The technology to manufacture Sponge Iron was provided
by an outside agency. The said technology is fully indigenous and is
now well established and has been fully absorbed by the Company. The
Company has not so far made use of any imported technology for its
products/plants.
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
(i) that in the preparation of the annual accounts for the financial
year ended 31sl March, 2013, the applicable accounting standards had
been followed along with proper explanation relating to material
departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
(iii) that the Directors had taken proper and sufficient care 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 the Directors have prepared the accounts for the financial
year ended 31sl March, 2013 on a going concern basis.
ACKNOWLEDGEMENT:
Your Directors would like to convey their sincere appreciation for the
assistance and co-operation received from the valued customers,
suppliers and shareholders during the year under review. Your Directors
also wish to place on record their appreciation for the contribution of
the employees at all levels.
Place: Kolkata For and on behalf of the Board
Dated :30th May, 2013.
Dalbir Chhibbar
Managing Director.
Mar 31, 2010
The Directors present their 24th Annual Report and the Audited
Statements of Accounts of your Company together with Auditors Report
for the year ended 31 st March, 2010.
Current year Previous year
(31.03.2010) [31.03.2009]
Rs. Rs.
FINANCIAL RESULTS:
Turnover/Income from
Operations(gross) 52,34,10,799 74,22,08,045
Less: Excise duty (-)3,37,12,901 (-) 7,77,85,581
Operating Profit before
interest,
Depreciation and Taxation 2,02,20,231 2,44,41,758
Depreciation 1,07,35,357 1,04,52,138
Financial Charges 31,65,359 84,55,132
Profit before Taxation 63,19,515 55,34,488
Tax Expenses :
Current Income Tax 21,09,700 25,63,000
Income Tax for earlier period 8,74,979 2,43,395-
Deferred Income Tax (Assets) (1,82,999) (1,69,697)
Fringe Benefit Tax N.A. 2,82,720,
Profit after Taxation 35,17,835 26,14,622
Add : Profit brought forward
from last A/c. 7,26,09,893 6,99,95,270
Less : Transfer to General
Reserve 419,53,028 -
Profits available for
appropriation 3,41,74,700 7,26,09,893
and carried to Balance
sheet.
OPERATIONS & FINANCIAL PERFORMANCE :
The financial performance of your Company during the financial year
ended 31.3.10 has not been satisfactory. The total income from
operations/turnover stood at Rs.52.34 Crores (Previous year Rs.74.22
crores). During the year your Company produced 33141 M.T. of Sponge
Iron (Previous year 43916 M.T.).The Company has during the year earned
a net profit of Rs.35.17 lacs as against previous years net profit of
Rs.26.14 lacs. The overall financial performance of the Company has
been adversely affected due to highly depressed market conditions in
the secondary Steel Section in which your Company operates. The market
conditions of Sponge Iron still continue to be very depressed. Your
Directors, however, are continuing their best efforts to efficiently
manage the affairs of the Company.
DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
STATUTORY AUDITORS :
M/s. A Pradhan & Associates, Chartered Accountants, were appointed as
Statutory Auditors of your Company in the last Annual General Meeting
and they being eligible have offered themselves for re-appointment at
the ensuing Annual General Meeting.
DIRECTORS :
Mr. Suresh Kumar Agarwal, Mr. Yudhbir Chhibbar and Mr. Dev Kumar
Mishra. Directors retire by rotation from the Board and being eligible
offer themselves for re-appointment.
EXPANSION PROJECTS & CAPITAL RAISING :
Your Company has not been able to initiate any expansion project till
now due to non-receipt of necessary clearances from the Pollution
Control Authorities. As soon the same are obtained; your Directors
would take a decision and initiate to set up expansion projects
depending upon the market conditions which at present are highly
depressed. During the year your Company had issued and allotted
45.00.000 Equity Shares on preferential allotment basis @ Rs.40/- per
share including a premium of Rs.307- per share for the purpose of
proposed expansion Projects.
FIXED DEPOSIT :
The Company has not during the year accepted any deposits from the
Public under section 58 of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Corporate Governance Report along with the certificate of the Auditors
confirming compliance of conditions of Corporate Governance as required
under Clause 49 of the Listing Agreement with the Stock Exchange is
annexed hereto.
LISTING OF COMPANYS SHARES & LISTING FEES :
The Companys shares are listed on Bombay Stock Exchange Limited (BSE),
Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai-400 023.
The Company has paid the listing fees for the financial year 2009-2010
to the Stock Exchange, Mumbai, on which Companys shares are listed.
The Company has also paid custodial fees for the year 2009-2010 to
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).The International Security
Identification Number (ISIN) allocated to the Company by NSDL and CDSL
is 338C01012.
SHARE REGISTRARS & TRANSFER AGENTS :
Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road,
5th Floor, Kolkata - 700 001. Phone : (033) 2235-7270/71, 2234-3576,
Fax: (033) 22156823, E-mail nichetechpl@nichetechpl
DEPOSITORY DETAILS :
1. Central Depository Services (India) Ltd., P.J. Towers (17th floor),
Dalai Street, Mumbai-400023, Phone: (022) 22723333-3224, Fax : (022)
2272-2072/3199.
2. M/s. National Securities Depository Ltd., 4th floor, A Wing,
Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,
Mumbai-400 013. Phone: (022) 2499-4200 Fax: (022) 24972993.
DEMATERIALISATION OF SHARES :
As per SEBIs direction, the Company has signed tripartite agreements
with the above Depositories and Registrars and Transfer Agents in
November, 2000. Dematerialisation facility is now available. According
to SEBIs guidelines trading in Demat form has been made compulsory for
all classes of investors. Therefore, it is in the interest of all the
shareholders to convert their physical holdings into electronic
holdings by dematerialisation of the equity shares.
PPERSONNEL:
No employee was in receipt of Salary exceeding the limits prescribed
u/s 217(2A) of the Companies Act, 1956 and hence the Statement of
particulars of employees as required under that section is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS.
As regards the information required under Section 217(1 )(e) of the
Companies Act, 1956 read with Companies (Disclosure of particulars in
the Report of Board of Directors) Rules 1988, your Directors give the
following particulars to the extent applicable to your Company.
(A) CONSERVATION OF ENERGY :
The Power requirement at Companys Gas Bottling Plant is negligible as
only bottling of gases is being done. For Sponge Iron Plants, the
Capacitor Panels of adequate size and number have been installed and
are maintained to save and economise on power consumption.
(B) TECHNOLOGY ABSORPTION:
The Company is using in-house technology and expertise for its LPG
Bottling Plants. The technology to manufacture Sponge Iron was provided
by an outside agency. The said technology is fully indigenous and is
now well established and has been fully absorbed by the Company. The
Company has not so far made use of any imported technology for its
products/plants.
( C ) FOREIGN EXCHANGE EARNINGS AND OUT-GO : Earnings : Nil (Previous
Year : Nil) Out-Go : Rs. 162256 Previous Year; 399440)
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 :-
(i) that in the preparation of the annual accounts for the financial
year ended 31 st March, 2010, the applicable accounting standards had
been followed alongwith proper explanation relating to material
departures.
(ii) that the Directors had Selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
(iii) that the Directors had taken proper and sufficient care 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 the Directors have prepared the accounts for the financial
year ended 31st March, 2010 on a going concern basis.
ACKNOWLEDGEMENT :
Your Directors would like to convey their sincere appreciation for the
assistance and co-operation received from the valued customers,
suppliers and shareholders during the year under review. Your Directors
also wish to place on record their appreciation for the contribution of
the employees at all levels.
Place : Kolkata For and on behalf of the Board
Dated :31st May, 2010.
Dalbir Chhibbar
Managing Director.
Mar 31, 2009
The Directors present their 23rd Annual Report and the Audited
Statements of Accounts of your Company together
with Auditors Report for the year ended 31st March, 2009.
Current year Previous year
(31.03.2009) [31.03.2008]
Rs. Rs.
FINANCIAL RESULTS :
Turnover/Income from
Operations(gross) 74,22,08,045 66,44,86,227
Less: Excise duty (-) 7,77,85,581(-) 8,55,06,065
Operating Profit before interest,
Depreciation and Taxation 2,44,41,758 5,50,15,968
Depreciation 1,04,52,138 1,01,48,775
Financial Charges 84,55,132 1,39,36,359
Profit/(Loss) before Taxation 55,34,488 3,09,30,834
Provision for Taxation :
Current Income Tax 25,63,000 28,30,000
Income Tax for earlier period 2,43,395 -
Deferred Income Tax (-) 1,69,697 8,18604
Fringe Benefit Tax 2,82,720 1,47,854
Profit/(Loss) after Taxation 26,15,070 2,71,34,376
Add: Profit brought forward
from last A/c. 6,99,95,270 4,28,60,894
profits available for appropriation 7,26,10,340 6,99,95,270
And carried to Balance sheet.
OPERATIONS & FINANCIAL PERFORMANCE :
The financial performance of your Company during the financial year
ended 31.3.09 has not been satisfactory. The total income from
operations/turnover stood at Rs 74.22 Crores (Previous year Rs.66.45
crores). During the year your Company produced 43916 M.T. of Sponge
Iron (Previous year 50581 M.T.). The Company has during the year earned
a net profit of Rs 0.26 Crores as against previous years net profit of
Rs.2.71 crores. The overall financial performance of the Company has
been adversely affected due to economic slow down during the year
throughout the World including in India. The market conditions of
Sponge Iron are still very depressed but your Directors are hopeful of
a recovery within a period of 12 months. Your Directors are continuing
their best efforts to efficiently manage the affairs of the Company.
DIVIDEND :
To conserve resources for the Companys proposed expansion plans; your
Directors do not recommend any dividend for the year under review.
STATUTORY AUDITORS :
M/s. A Pradhan & Associates, Chartered Accountants, were appointed as
Statutory Auditors of your Company in the last Annual General Meeting
and they being eligible have offered themselves for re-appointment at
the ensuing Annual General Meeting.
DIRECTORS :
Mr. Puranmal Agarwal, Mrs. Sushma Chhibbar and Mr. Jitendra Patnaik,
the Directors retire by rotation from the Board and being eligible
offer themselves for re-appointment. Sri Dev Kumar Mishra was appointed
as an Additional Director of the Company with effect from 22nd
September, 2008 and he vacates his office on the forthcoming Annual
General Meeting. The Company is in receipt of a notice from a member of
the Company under Section 257 of the Companies Act, 1956 proposing his
candidature for appointment as a Director of the Company at the ensuing
Annual General Meeting. The respective resolution to this effect is
mentioned in the notice convening the Annual General Meeting and your
Directors recommend his appointment.
EXPANSION PROJECTS :
The Directors of your Company propose to expand the steel base
manufacturing activities of your Company by putting up a Captive Power
Plant along with a Steel Melting Shop and a Re-rolling Mill at
Companys existing Sponge Iron Plant Site at Dist. Nalgonda, A.P. as
backward and forward integration. Similarly, the Board also proposes to
put up a Steel Melting Shop and Re-rolling Mill either at Jamshedpur or
in West Bengal. The necessary actions for the above projects including
the process of getting clearances from appropriate authorities have
been initiated. With this end in view your Directors decided to raise
funds for the same by issuing fresh shares on Preferential Allotment
Basis and accordingly an Extra Ordinary General meeting of the members
was held on 29th May, 2009 wherein the members approved the issue of
allotment of fresh 45,00,000 shares of the Company at a price of
Rs.40/- (including Rs.30/- as premium). The necessary formalities in
this respect are being completed. Your Board also propose to approach
the banks/financial institutions for necessary borrowings for the
Companys aforesaid industrial projects.
FIXED DEPOSIT :
The Company has not during the year accepted any deposits from the
Public under section 58 of the Companies Act, 1956.
CORPORATE GOVERNANCE :
Corporate Governance Report along with the certificate of the Auditors
confirming compliance of conditions of Corporate Governance as required
under Clause 49 of the Listing Agreement with the Stock Exchange is
annexed hereto.
LISTING OF COMPANYS SHARES & LISTING FEES :
The Companys shares are listed on Bombay Stock Exchange Limited (BSE),
Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Mumbai-400 023.
The Company has paid the listing fees for the financial year 2008-09 to
the Stock Exchange, Mumbai, on which Companys shares are listed. The
Company has also paid custodial fees for the year 2008-09 to National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). The International Security Identification
Number (ISIN) allocated to the Company by NSDL and CDSL is 338C01012.
SHARE REGISTRARS & TRANSFER AGENTS :
Niche Technologies (P) Ltd., D-511, Bagree Market, 71, B.R.B.B. Road,
5th Floor, Kolkata - 700 001. Phone : (033) 2235-7270/71, 2234-3576,
Fax: (033) 22156823, E-mail nichetechpl@nichetechpl
DEPOSITORY DETAILS :
1. Central Depository Services (India) Ltd., PJ.Towers (17,h floor),
Dalai Street, Mumbai-400023, Phone: (022) 22723333-3224, Fax : (022)
2272-2072/3199.
2. M/s. National Securities Depository Ltd., 4th floor, A Wing,
Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,
Mumbai-400 013. Phone: (022) 2499-4200 Fax: (022) 24972993.
DEMATERIALISATION OF SHARES :
As per SEBIs direction, the Company has signed tripartite agreements
with the above Depositories and Registrars and Transfer Agents in
November, 2000. Dematerialisation facility is now available. According
to SEBIs guidelines
trading in Demat form has been made compulsory for all classes of
investors. Therefore, it is in the interest of all the shareholders to
convert their physical holdings into electronic holdings by
dematerialisation of the equity shares.
PERSONNEL:
No employee was in receipt of Salary exceeding the limits prescribed
u/s 217(2A) of the Companies Act, 1956 and hence the Statement of
particulars of employees as required under that section is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGOINGS.
As regards the information required under Section 217(1)(e) of the
Companies Act, 1956 read with Companies (Disclosure of particulars in
the Report of Board of Directors) Rules 1988, your Directors give the
following particulars to the extent applicable to your Company.
(A) CONSERVATION OF ENERGY :
The Power requirement at Companys Gas Bottling Plant is negligible as
only bottling of gases is being done. For Sponge Iron Plants, the
Capacitor Panels of adequate size and number have been installed and
are maintained to save and economise on power consumption.
(B) TECHNOLOGY ABSORPTION :
The Company is using in-house technology and expertise for its LPG
Bottling Plants. The technology to manufacture Sponge Iron was provided
by an outside agency. The said technology is fully indigenous and is
now well established and has been fully absorbed by the Company. The
Company has not so far made use of any imported technology for its
products/plants.
(C) FOREIGN EXCHANGE EARNINGS AND OUT-GO : Earnings : Nil (Previous
Year: Nil) Out-Go : Rs. 399440 (Previous Year: Nil)
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 :-
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2009, the applicable accounting standards had
been followed alongwith proper explanation relating to material
departures.
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
(iii) That the Directors had taken proper and sufficient care 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 the Directors have prepared the accounts for the financial
year ended 31s1 March, 2009 on a going
concern basis. ACKNOWLEDGEMENT :
Your Directors would like to convey their sincere appreciation for the
assistance and co-operation received from the valued customers,
suppliers and shareholders during the year under review. Your Directors
also wish to place on record their appreciation for the contribution of
the employees at all levels.
Place : Kolkata For and on behalf of the Board
Dated : 29,th June, 2009 Dalbir Chhibbar
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