Your Directors present their 29 Annual Report on the business and operations of theCompany and it's Audited Statements of Accounts together with Auditors' Report for thefinancial year ended 31 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 Operations(gross) ||85847592 ||195996654 |
|Less: Excise duty ||3385845 ||16884790 |
|Profit/(Loss) before exceptional and ||(1674921) ||1731728 |
|Extra-ordinary items and taxes || || |
|Profit/(Loss) before taxation ||(2454060) ||1731728 |
|Tax Expenses : || || |
|Current Income Tax ||-- ||330000 |
|Deferred Income Tax (Assets) ||(1160047) ||(2321146) |
|Profit/(Loss) after Taxation ||(1294013) ||3722874 |
Your Directors do not recommend any dividend for the year under review.
No amount has been transferred to the reserves by the Board during the year underreview.
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 forthe last several years for reasons and circumstances beyond control and in line with thatthe Company's working has been quite unsatisfactory as the Company's both Sponge IronPlants at Jamshedpur and at Dist. Nalgonda (Telengana) remained closed for whole of theyear due to non-availability of iron ore and it's exorbitant high unaffordable prices dueto closure of most iron ore mines in the states of Karnataka and Odisha. The problem wasfurther compounded by highly depressed market conditions for steel in the country due toslow growth in the consumption and huge steel import at cheaper rates from China SouthKorea and Russia etc. The Company's Nalgonda based Sponge Plant however operated duringApril 2014 and thereafter it was closed down. The outlook for the current financial yearalso is not very promising as the iron ore mines still remain closed and steel imports inthe country are continuing unabated. However as per recent reports; some of the iron oremines in the State of Odisha are likely to re-open in another few months time which islikely to ease the availability of iron ore at reasonable rates. The international pricesof iron ore have also fallen substantially and your Board is working out the economics ofoperating the Nalgonda based plant with imported iron ore. However the selling prices ofSponge Iron remain highly subdued and have dropped between Rs.3000/- to Rs.4500/- p.m.t.during the year under review. Depending on the circumstances and economic viability; yourBoard will try to re-open the aforesaid two closed Sponge Iron Plants as and when thesituation improves and operations become economically favourable. The Company'sHydrocarbon Gas Bottling Plant at Raigarh (Chhattisgarh) remained closed due to high costof gas thus making the operations economically unviable as it is difficult to compete withthe Govt. owned Oil Companies. The circumstances mentioned as above are beyond the controlof the Directors and the Management but they will continue to make all out efforts for thebetterment 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 31.03.2015TILL 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 AGAINSTTHE COMPANY:
8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY'S FINANCIALSTATEMENTS:
In the opinion of the Board the Company has adequate Financial Controls in place withrespect to Company's Financial Statements and Operations.
9. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY'SSUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW ANDTHEIR FINANCIAL PERFORMANCE:
Nil and hence Not Applicable.
10. FIXED DEPOSIT :
The Company has not accepted any deposits during the year from the Public under section73 or 74 (Chapter V) of the Companies Act 2013 nor did it receive the same in any of theprevious years and hence there are no overdue/outstanding Deposits or any interest payablethereon and therefore the prescribed details under the Companies Act 2013 are notrequired to be furnished.
11. STATUTORY AUDITORS :
M/s. A Pradhan & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company in the last Annual General Meeting and they being eligible haveoffered themselves for re-appointment at the ensuing Annual General Meeting. No change inStatutory 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 forany further comments u/s 134(3)(f) of the Companies Act 2013. The Auditors have not madeany 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 EXCHANGEEARNINGS AND OUTGOINGS.
The informations required under Section 134(3)(m) of the Companies Act 2013 read withClause 8 of the Companies (Accounts) Rules 2014are as under:-
(A) CONSERVATION OF ENERGY :
The Power requirement at Company's Gas Bottling Plant is negligible as only bottling ofgases is being done. For Sponge Iron Plants the Capacitor Panels of adequate size andnumber 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 freshinvestments on this account nor was there any need to take any fresh initiatives on thisaccount.
(B) TECHNOLOGY ABSORPTION :
The Company is using in-house technology and expertise for its LPG Bottling Plants. Thetechnology to manufacture Sponge Iron was provided by an outside agency long ago. The saidtechnology is fully indigenous and is now well established and has been fully absorbed bythe Company. The Company has not so far made use of any imported technology for itsproducts/plants. The Company has not made nor felt necessary to absorb any freshtechnology 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.51473)
15. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
As per criteria prescribed under section 135 of the Companies Act 2013; the CSR is notapplicable to the Company in respect of the financial year 2014-15 covered under thisReport. The Company will however formulate and implement CSR Policy as and when it getsapplicable 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 KishoreChoudhury were appointed/reappointed as the Independent Directors of the Company for aperiod of 5 Years by the Members in the Annual General Meeting held on 22 September 2014Mr. Dalbir Chhibbar was re-appointed as the Managing Director of the Comapany for a tenureof 5 years effective from 17.05.2014 and Ms. Manisha Chopra was appointed as the CompanySecretary 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 werere-appointed as the Directors of the Company by the members in the Annual General Meetingheld on 22 September 2014. Mr. Suresh Kumar Agarwal and Mrs. Sushma Chhibbar theDirectors of the Company retire by rotation at the ensuing AGM and being eligible offerthemselves 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 asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Qualification of Directors) Rules 2014 has been received andtaken on record.
C) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committee. During the year under Report theIndependent Directors met on 20 March 2015 inter alia to discuss the Performanceevaluation of Non Independent Directors and Board of Directors as a whole and of theChairman and Managing Director and Evaluation of the quality of flow of informationbetween the Management and Board for effective performance by the Board and were satisfiedoverall.
17. BOARD MEETINGS HELD DURING THE YEAR :
During the year the Board of Director's Meetings were held on six occasions e.g. on 21May 2014; 30 May 2014; 30 July 2014; 13 October 2014; 7 November 2014 and 16 January2015. The Independent Directors held their separate annual meeting on 20 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 tofoster professionalism honesty integrity and ethical behaviors in all its businessactivities 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 otherstakeholders are free to report to Senior Management any unethical behaviour improperpractices and wrongful conduct taking place in the Company for taking appropriate action.The confidentiality of those reporting violations is maintained and they are not subjectedto 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 itsSponge Iron Plant at Jamshedpur to an Associate Company at prevailing market rates as theCompany'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 thisBoard Report.
24. SECRETARIAL AUDIT REPORT:
A Secreterial Audit Report given by J. Patnaik & Associates a Company Secretary inPractice 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 confirmingcompliance of conditions of Corporate Governance as required under Clause 49 of theListing 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 materialsnamely Iron-Ore and Coal but it has virtually no control on the same. As most of theIron-Ore Mines in the Country still remain closed and Coal has to be sourced only fromGovernment-Owned Companies who decided and fix the prices arbitrarily. The other risks isthe wide fluctuations in the selling price of Sponge-Iron which again depend on Demand andSupply 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 toformulate or implement any suitable Risk Management
Policy to safeguard its business interests.
27. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHERPARTICULARS 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 ManagingDirector except nominal sitting fees to the Independent Directors for attending the BoardMeetings and therefore the computation of ratio of remuneration of each Director to themedian remuneration of the employees of the Company are not furnished. Out of the KeyManagerial Personnels; only Chief Financial Officer's salary was increased fromRs.18500/- per month to Rs.20000/- per month and due to closure of all the manufacturingunits of the Company and resultant financial hardship; no increment to the employees wasawarded during the year under review. The remuneration paid and/or payable to the KeyManagerial Personnels are very reasonable and is commensurate with their performances. Theremuneration paid to the employees is as per the remuneration policy of the Company whichis dynamic in nature and changes as per the financial performance of the Company and alsoof an individual employee.
Rule 5(2) :
B. No employee of the Company during the financial year was in receipt of remunerationaggregating to Rs.60 lacs or more if employed for the whole year and Rs.5 lacs per monthif employed for a part of the financial year. No employee of the Company is holding 2% ormore of the Equity Shares of the Company.
28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Board of Directors and/or the Management of the Company has not received anycomplaint on this account from any of the employees of the Company or from any otherperson.
29. DIRECTORS' RESPONSIBILITY STATEMENT :
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 states :-
(i) that in the preparation of the annual accounts for the financial year ended 31March 2015 the applicable accounting standards had been followed alongwith properexplanation relating to material departures.
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) that the Directors have prepared the accounts for the financial year ended 31March 2015 on a going concern basis.
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) that the Directors had devised proper systems to ensure compliance with provisionsof 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 andco-operation received from the valued customers suppliers and shareholders during theyear under review. Your Directors also wish to place on record their appreciation for thecontribution of the employees.
| ||For and on behalf of the Board |
|Place : Kolkata ||Dalbir Chhibbar ||Puranmal Agrawal |
|Dated :29 May 2015 ||Managing Director. ||Chairman |