Directors Report of S S Forging & Engineering Ltd.

Mar 31, 2013

To The Members,

The have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2013.

FINANCIAL RESULTS

(Amount in Rs.)

Sr. Particulars 31.03.2013 31.03.2012 No.

1. REVENUE 21,193,055 224,189,153

2. Total expenditure 21,965,410 229,857,497

3. Profit/(Loss) before tax (772,355) (5,668,344)

Current Tax

Deferred tax liabilities 122,190 24,068

5. Profit after tax (650,165) (5,692,412)

DIVIDEND

In view of the losses incurred during the year your Board do not recommend any dividend for the year.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the activities of the company was at the lowest for last many years, and turnover touched as low of Rs. 2,11,93,055/- as compared to previous years turnover Rs. 224,189,153/-. The Company has concentrated its goal of consolidating and strengthening its marketing network, delivering quality products and cutting cost wherever possible. The net Loss after tax is Rs. 6,50,165/- has been increased due to adjustment of previous Year losses, increase cost of material and variation in the labour policy.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana Industrial Area, Dist. Dhule. As the company''s plant and machinery at present location are turned into scrap and these are written down fully. The only asset left at the present location is land and building. Further more the governments is not provided any subsidy or exemption to the industry and in this recession time it is very difficult for the company to compete with others due to its increase cost of material.

NEW PUNT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities, your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power reached and water is still waiting to the site and the Company will start building construction activity there. The company expects to start production activity there in the current financial year 2013 -14. Annual Report 2012-13

DIRECTORS

Shri Sachin Sharma and Shri Giriraj Prasad Sharma are being liable for retire by rotation and offer themselves to appoint further as Directors of the Company.

The brief particulars of all directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that: that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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.

that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

The retiring Auditors, M/s Ashish Vyas & Co. Chartered Accountants, Dewas, being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their reappointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS'' REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s shares are being traded. The Company has paid Listing Fees for the year 2013-14.

CORPORATE GOVERNANCE

Your Company is committed in following the highest standards of Corporate Governance. In this pursuit, your Company has a structure of corporate governance in place that ensures compliance of the provisions of Clause 49 of the Listing Agreement.

For fiscal 2013 the compliance report is provided in the Corporate Governance Report section of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement, Management discussion and analysis Report which forms part of this report is annexed.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semi-government departments, banks and financial institutions, customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

By Order of the Board of Directors

For S.5.FORGINGS & ENGINEERING LIMITED

Sd/-

Place: Mumbai Suresh Sharma

Dated: 01/09/2013. Chairman

---

Mar 31, 2012

To The Members,

The have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2011

FINANCIAL RESULTS

(Amount in Rs.)

Sr. Particulars 31.03.2012 31.03.2011 No.

1. REVENUE 224,189,153 519,904,704

2. Total expenditure 229,857,497 520,020,537

3. Profit/(Loss) before tax (5,668,344) (115,833)

4. Provision for Taxation - -

Provision of FBT - -

Provision for Deferred tax liabilities 24,068 578,495

5. Profit after tax (5,692,412) (694,328)

DIVIDEND

In view of the losses incurred during the year your Board do not recommend any dividend for the year.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover is reduced and touched as low of Rs. 224,189,153/- as compared to previous years turnover Rs. 519,904,704/-. The Company has concentrated its goal of consolidating and strengthening its marketing network, delivering quality products and cutting cost wherever possible. The net Loss after tax is Rs. 5,692,412/- has been increased due to adjustment of previous Year losses, increase cost of material and variation in the labour policy.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana Industrial Area, Dist. Dhule. As the company''s plant and machinery at present location are turned into scrap and these are written down fully. The only asset left at the present location is land and building. Further more the governments is not provided any subsidy or exemption to the industry and in this recession time it is very difficult for the company to compete with others due to its increase cost of material.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities, your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power reached and water is still waiting to the site and the Company will start building construction activity there. The company expects to start production activity there in the current financial year 2011-12.

DIRECTORS

Shri Rajen Navnitlal and Shri Hemant Kokatay are being liable for retire by rotation and offer themselves to appoint further as Directors of the Company.

The brief particulars of all directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

- that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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.

- that the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

The retiring Auditors, M/s Ashish Vyas & Co. Chartered Accountants, Dewas, being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their reappointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS'' REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s shares are being traded. The Company has paid Listing Fees for the year 2012-13.

CORPORATE GOVERNANCE

Your Company is committed in following the highest standards of Corporate Governance. In this pursuit, your Company has a structure of corporate governance in place that ensures compliance of the provisions of Clause 49 of the Listing Agreement.

For fiscal 2012 the compliance report is provided in the Corporate Governance Report section of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement, Management discussion and analysis Report which forms part of this report is annexed.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semi-government departments, banks and financial institutions, customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

Date: 01-09-2012 For and on behalf of the Board of Directors

Place: Mumbai Sd/-

Suresh Sharma

Managing Director

---

Mar 31, 2010

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

(Amount in Rs.) Sr. Particulars 31.03.2010 31.03.2009 No.

1. Income 48,10,53,874 22,97,25,379

2. Total expenditure

(i) Cost of Goods Sold 47,90,63,602 22,76,67,045

(ii) Administrative Expenses 7,17,622 11,94,598

(iii) Depreciation 3,94,560 -

3. Profit/(Loss) before tax 8,78,089 8,63,736

Provision for Taxation 1,46,000 3,65,000

Provision of FBT - 4,700

Provision for Deferred tax liabilities 2,85,644 -

5. Profit after tax 4,46,445 4,94,036

DIVIDEND



Keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the new plant at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2009-10.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover of Rs. 47,96,68,395/- as compared to previous years of Rs. 21,92,12,759/- . The Company has concentrated its goal of consolidating and strengthening its marketing network, delivering quality products and cutting cost wherever possible. The net profit after tax of Rs. 4,46,445/- as compared to previous year profit of Rs. 4,94,036/-.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana industrial Area, Dist. Dhule. As the companys plant and machinery at present location are turned into scrap and these are written down fully in the next financial year. The only assets left at the present location is land and building. Further more the government is not provided any subsidy or exemption to the industry and in this recession time it is very difficult for the company to compete with others due to its increase cost of production.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities, your Company has started work for its Nardhana Plant, the Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company will expected to start production activity their in the current Financial year 2010-11.

CHANGE OF OBJECT CLAUSE

Keeping in mind changing business scenarios and in order to explore upcoming opportunities in construction sector, the Company had decided to amend the "Main Object" of the Memorandum of Association to broaden the existing clause. The resolution for the said amendment is proposed in the forthcoming Annual General Meeting. Therefore a special resolution is proposed in the forthcoming Annual General Meeting to change in object clause of the Memorandum of Association.

CHANGE OF NAME

A special resolution for change of name of the Company from "S.S.FORGINGS & ENGINEERING LIMITED" to "S.S. FORGINGS & PROJECTS LIMITED" in view of proposed change of business.

SUB-DIVISION OF SHARE

The Board of Directors proposed sub-division of the existing l(one) Equity Shares of Rs. 10/- (Rupees Ten) each of the Company into Ten (10) Equity Shares of the face value of Rs. 1/- (Rupees One) each in the forthcoming Annual general Meeting with a view to increase the floating stock of the Companys shares and improving the volumes of the trading stock, in the interest of the shareholders

DIRECTORS

Shri Sachin Sharma and Shri Hemant Kokatay are being liable for retire by rotation and offer themselves to appoint further as Directors of the Company.

The brief particulars of all directors, for which approval of members for their appointment or re-appointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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.

That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

That the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

M/s.Maheshwari & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys shares are being traded. The Company has paid Listing fees for the year 2009-10.

CORPORATE GOVERNANCE

Your Company is committed in following the highest standards of Corporate Governance. In this pursuit, your Company has a structure of corporate governance in place that ensures compliance of the provisions of Clause 49 of the Listing Agreement.

For fiscal 2010, the compliance report is provided in the Corporate Governance Report section of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement, Management discussion and analysis Report which forms part of this report is annexed.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semi-government departments, banks and financial institutions, customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the co-operation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

Date: 08/05/2010 For and on behalf of the Board of Directors

Place: Mumbai

(Suresh Sharma)

Managing director