Your directors have pleasure in presenting 25th Annual report of the Company togetherwith the financial statements for the year ended March 31 2015.
The financial highlights for the year under review are as follows:
(Amount in Rs.)
|Particulars ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
|Sales - Gross ||3304351022 ||3207156937 |
|Profit after Interest & Depreciation ||14072340 ||17994272 |
|Provision for Tax ||11384343 ||5771370 |
|Profit after Tax ||2687997 ||12222902 |
|Add: Taxation Adjustments of Previous Years ||- ||- |
|Add: Balance of Profit brought from previous year ||2687997 ||10275797 |
|Profit available for Appropriation ||2687997 ||12222902 |
|APPROPRIATIONS || || |
|Equity Dividend Proposed (Final) ||- ||- |
|Dividend Distribution Tax (Final) ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance Carried Forward ||2687997 ||12222902 |
Your Company is engaged in the manufacture and supply of Iron & Steel products. Asexpected the financial year 2014 - 15 remained challenging for the company in achievingproduction and sales volume. The companys branded steel products for quality atcompetitive prices and the managements strategic decisions have helped the companyto perform well even at the adverse market conditions for Steel. During the year theturnover was Rs. 3304351022/- as against Rs. 3207156937/- for the previous year. Theprofit before tax of was Rs. 14072340 /- as against Rs. 17994272/- for the previousyear. No transfer of profit to the General reserves under review.
The Board of Directors has not recommended any dividend for the financial year.(Previous year: NIL).
MANAGEMENT DISCUSSION & ANALYSIS:
A detailed analysis on the performance of the industry and the Company is provided inthe Management Discussion and Analysis report as Annexure I and forms an integralpart of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that: (a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;(b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for that period; (c) the directors had taken proper and suf3 cientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; and (e) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
MEETINGS OF THE BOARD:
During the year Five Board meetings were held under review.
Mr. Kanishk Gupta who retires by rotation and being eligible seeks for re-appoinment atthe ensuing AGM of the company.
Mr. Vishal Keyal has been re-appointed as whole-time Director of the company effectivefrom May 292015 for 3 ve years and seeks members approval at the ensuing AGM of thecompany. Ms.R.Maheswari was appointed as an Additional Director in the capacity of womenand Independent Director on the Board with effect from March 31 2015. The Board seeksmembers confirmation for appointment of Ms. R.Maheswari as an Independent Directorof the Company at the ensuing AGM of the company.
All the Independent Directors have given the declarations pursuant to Section 149(7) ofthe Companies Act 2013 affirming that they meet the criteria of independence as providedin section 149(6) of the Companies Act 2013.
KEY MANAGERIAL PERSONNEL (KMP):
Mr.Vishal Keyal whole time Director was designated as Chief Financial Officer (CFO) ofthe company effective from March 31 2015.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withSub-rules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement is enclosed in Annexure II.
Your Company is compliant with the Corporate Governance guidelines as prescribed inClause 49 of the Listing Agreement. Detailed report on the compliance and a certificate bythe Statutory Auditors form part of this report as Annexure III.
AUDITORS AND AUDITORS REPORT:
M/s. Chaturvedi & Company Chartered Accountants Chennai the auditors of theCompany holds Office till the conclusion of 27th Annual General Meeting and beingeligible seeks ratification by members for their appointment at the ensuing AGM of thecompany. There are no qualifications reservation or adverse remark or disclaimer made bythe auditors in their report and thus the explanations or comments by the Board does notarise.
The Board appointed M/s. Vivekanandan & Unni Associates Cost Accountants as CostAuditors of the company for the financial year 2015-16 to carry out the cost auditof Companys records of the company at a remuneration of Rs.60000/-. The Board seeksmembers approval for remuneration to cost auditors at the ensuing AGM of thecompany.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
The company did not give any loans guarantees and investments covered under Section186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Corporate Governance Report contains relevant details on the nature of RelatedParty Transactions (RPTs) and the policy formulated by the Board on material RPTs.Particulars of Contracts or Arrangements with the related parties referred to in Section188(1) of the Companies Act 2013 is furnished in accordance with Rule 8(2) of theCompanies (Accounts) Rules 2014 in Form AOC - 2 as Annexure IV.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year i.e. 31st March 2015 and the date of theReport i.e. May 30 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under section 134 (3) (m) of the companiesAct2013 read with the Companies (Accounts) Rules2014 is given in Annexure V andforms part of this Report.
The details forming part of the extract of the Annual Return in form MGT-9 is enclosedand marked as Annexure VI.
The Remuneration policy of the Company provided in the Corporate Governance Report thatforms an integral part of this report.
M/s.S.Dhanapal Associates a 3 rm of Company Secretaries Chennai had been engaged forthe services of Secretarial audit for the financial year 2014-15 pursuant to Section 204of the Companies Act2013 read with Rule 9 of the Companies (Appointment and Remunerationof
Managerial Personnel) Rules 2014. The Secretarial audit report in Form No.MR-3 isenclosed in Annexure VII. The Company is taking necessary steps to comply.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The company has established a vigil mechanism for directors and employees to reportgenuine concerns pursuant to section 177 of the Companies Act2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and clause 49 of the ListingAgreement.
During the year under review the Company has not accepted any deposits.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
An evaluation on the performance of the Board is providedin the corporate governancereport that forms an integral part of this report
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company is not covered under section 135 of the Companies Act2013 and formulationof CSR policy and constitution of a CSR committee did not arise.
CEO/ CFO CERTIFICATION:
Mr. Ravi Kumar Gupta Chairman and Managing Director and Mr.Vishal Keyal Whole-timedirector and Chief Financial Officer have certified to the Board in terms of under theListing Agreement.
Your directors place on record their great appreciation of the 3 ne efforts of allExecutives and Employees of the Company which was instrumental in achieving profitablefinancial results in a dif3 cult year. Your directors also express their sincere thanks tovarious Departments of Central Government Government of Tamilnadu TNEB State Bank ofIndia Corporation Bank the Customers Shareholders and other stakeholders for continuingsupport and encouragement.
| ||For and on behalf of the Board of Directors |
|Date: May 30 2015 ||RAVI KUMAR GUPTA. |
|Place: Chennai ||Chairman & Managing Director. |