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Sharda Ispat Ltd.

BSE: 513548 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE385M01012
BSE LIVE 11:49 | 13 Dec 63.60 1.60
(2.58%)
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63.60

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63.60

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 63.60
PREVIOUS CLOSE 62.00
VOLUME 1300
52-Week high 63.60
52-Week low 11.16
P/E 11.84
Mkt Cap.(Rs cr) 32
Buy Price 63.60
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.60
CLOSE 62.00
VOLUME 1300
52-Week high 63.60
52-Week low 11.16
P/E 11.84
Mkt Cap.(Rs cr) 32
Buy Price 63.60
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00

Sharda Ispat Ltd. (SHARDAISPAT) - Director Report

Company director report

DIRECTORS

To

The Members of SHARDA ISPAT LIMITED

Your Directors are pleased to present their the 52nd Annual Report onthe business and operations of the company together with the Audited Annual Accounts ofyour Company for the financial year ended 31st March 2013:

1) FINANCIAL RESULTS :

The financial performance of the Company for the year ended 31 st March 2013 issummarized below.

FINANCIAL RESULTS:

(Amt. in Rs.)
Sr. No. Particulars FY 2012-13 FY 2011-12
1 Sales and Service Charges 802682485 559014619
2 Profit Before Interest and Depreciation 23802772 25942119
3 Less : Interest and Finance Charges 13543513 13169373
4 Less: Depreciation 7066027 6898395
5 Profit After Interest and Depreciation 3193232 5874351
6 Less : Provision for Taxation
a) Current Tax 2855000 3650000
b) Income Tax (Earlier Years) 328169 7097
c) Deferred Tax (117203) (1679113)
7 Net Profit After Taxation 127266 3896367
8 Add Brought Forward Balance of Loss (2272049) (6168416)
9 Surplus or Deficit Carried Over to Balance Sheet (2144783) (2272049)

2. REVIEW OF OPERATIONS:

During the year under review in spite of dismal global scenario and recessionary trendin Indian steel market the Company recorded further growth in its operational performancebut the profitability vis-a-vis the sales turnover as compared to last year declined dueto persistent rise in cost of various inputs.

Nevertheless the Company witnessed the sales turnover Rs. 9018.41 Lacs (Own Unit8997.89 Lacs and Conversion /Service Rs. 20.52 Lacs as against Rs. 6121.71 Lacs (Own Unit5852.62 Lacs and Conversion / Service Rs. 269.09 Lacs) during the last year registeringthereby the growth in turnover of 47.32% over the previous year. After providing Rs.70.66Lacs for depreciation and Rs. 135.44 Lacs against interest and further providing Rs. 30.66Lacs towards taxation the Company posted net profit after tax of Rs. 1.27 Lacs as againstRs. 38.96 Lacs during the previous year.

As can be seen the profitability is not in commensuration with the turnover which isdue to adverse market conditions especially higher prices of oil and raw materials besideshigher cost of borrowed funds.

3. DIRECTORS:

During the period under review the Board of Directors of the Company at their meetingheld on 30.05.2012 re-appointed Shri. N.K. Sarda as Chairman & Managing Director andappointed Smt. Poonam Sarda as Whole Time Director of the company for the period of fiveyears effective from 01.04.2012. The necessary approval to the said appointments wasobtained by the Company at its annual general meeting held on 31.08.2012.

In accordance with the provisions of the Companies Act 1956 and in terms of theArticles of Association of the Company Shri. R.P. Mohanka retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. Boardof Directors recommends the above reappointment.

4. FIXED DEPOSITS:

Your Company has not invited or accepted any fixed deposits during the year underreview and no deposit was outstanding as on 31 st March 2013.

5. AUDITORS' REPORT & AUDITORS:

The Auditor's Report and its Annexures are self-explanatory. M/s Loya Bagri & Co.Chartered Accountants Nagpur retire as statutory Auditors of the Company at theconclusion of 52nd Annual General Meeting and are eligible for re-appointment.The Audit Committee and the Board of Directors recommends the reappointment of M/s LoyaBagri & Co. Chartered Accountants as Statutory Auditors of your company.

Clause (i) (a) of Annexure to the Auditor's Report needs explanation which is as under:

Your Company has taken steps to update the fixed assets register of the Company toincorporate therein the details regarding fixed assets added during the year under review.

6. LISTING OF SECURITIES:

The Shares of the Company continue to be listed at the stock exchanges namely BombayAhmadabad Kolkata and Pune. The Company has made due payment of the listing fees inrespect of the financial year 2013-2014. As already reported the Company has howeverdecided to delist its shares from Ahmadabad Kolkata and Pune exchange due to non-tradingof shares of the Company on these exchanges. Presently the Delisting Application made tothese three stock exchanges are in process.

7. PARTICULARS OF EMPLOYEES:

Your company has no employee whose remuneration exceeds the limits prescribed under theprovisions of Section 217 (2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975 as amended and hence the prescribed informationhas not been given in the report.

8. CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE:

The information in accordance with the provisions of Section 217(1) (e) of theCompanies Act 1956 read with Companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988 regarding conservation of energy technology absorption foreignexchange earnings and outgo is given in the Annexure forming part of the report.

9. DIVIDEND:

In view of meeting out working capital requirements of the Company in ensuing yearyour Directors express their inability to recommend any dividend for this year.

10. CORPORATE GOVERNANCE:

Corporate Governance Report and a certificate from the Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under Clause 49of the Listing Agreement with the Stock Exchanges are given separately and forms anintegral part of this Annual Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act 1956 withrespect to the Directors Responsibility Statement the Board of Directors of your companyto the best of their knowledge and belief hereby confirm that:

i) In the preparation of the annual accounts for the year ended 31st March 2013 theapplicable accounting standards have been followed along with proper explanations relatingto material departure.

ii) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year endedon 31st March 2013 and of the profit for the year under review.

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv) The annual accounts for the financial year ended on 31st March 2013 have beenprepared on a 'going concern' basis.

12. DEMATERIALIZATION OF SHARES:

The Company has established electronic connectivity with both the Depositories viz.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) through the Registrar & Transfer Agent of the Company M/s AdroitCorporate Services Private Limited. As on 31.03.2013 2471340 shares have beendematerialized representing 48.68 % of the total shares of the Company. The InternationalSecurities Identification Number (ISIN) of the Company is INE 385M01012.

13. INDUSTRIAL RELATIONS:

During the period under review the industrial relations of your company have beencordial.

14. ACKNOWLEDGEMENT:

Your directors are pleased to place on record their sincere gratitude to Nagpur NagrikSahakari Bank Limited and other Bankers of the Company various Government DepartmentsFinancial Institutions and Business Associates for their continued financial assistanceco-operation and guidance extended to the Company during the year.

The Board of Directors would like to take opportunity to express their deepappreciation for the devoted and sincere efforts put in by the workers staff and officersin the Company during the year. The Directors are also grateful to all the shareholdersfor the continued faith reposed by them in the Company.

For and on behalf of the Board of Directors
Place: Nagpur N.K. Sarda Smt. Poonam Sarda
Date: 01.09.2013 Chairman & Managing Director Whole-Time Director

ANNEXURE FORMING PART OF THE DIRECTORS' REPORT

A. CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Thereforeachieving reduction in per unit consumption of energy is an ongoing exercise in theCompany Effective measures such as improved operational and maintenance practices havebeen taken to minimize the loss of energy as far as possible.

FORM 'A'

(See Rule 2)

(Form for Disclosure of Particulars with respect to Conversation of Energy)

March 2013 March 2012
B. Power and Fuel Consumption
1. Electricity
Purchased: Units (No.) 1980020 2351160
Total Amount (Rs.) 14549756 14903206
Average Rate /Unit (Rs.) 7.35 6.34
Own Generation Nil Nil
2. Steam Coal:
Quantity (Tonnes) 4623 4684
Total Cost(Rs.) 19791063 30833375
Average Rate / Tonne (Rs.) 4281 6583
3. Furnace Oil:
Quantity (K. Ltrs.) Nit 62
Total Amount (Rs.) Nil 2099157
Average Rate / K. Ltrs.(Rs.) Nil 33857
4. Other/ Internal Generation Nil Nil
5. Consumption per MT of production (Standards if any)
Products (with details) Unit
Rolled iron & Steel (in MT) 20100 20493
Electricity (in Units) 98.51 114.73
Furnace Oil (Secondary Fuel) (in Ltrs.) Nit 3.02
Coal (Steam Coal 'B' Grade) (in MT) 0.230 0.229
Excluding Shell & Dust
Other (Specify) Nil Nil

B. TECHNOLOGY ABSORPTION : RESEARCH & DEVELOPMENT

The technology used for the existing project is fully indigenous. The productiondepartment of the Company is always in pursuit of finding ways and means to improve theperformance quality and cost effectiveness of products. The consistent efforts are madefor the updation of technology being used by the Company as a continuous exercise. TheCompany does not have a separate Research & Development activity.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

i The company has not effected any import or export during the year ended 31.03.2013.

ii. The inflow of foreign exchange is Nil

iii. The outflow of foreign exchange is Nil

For and on behalf of the Board of Directors
Place: Nagpur N.K. Sarda Smt. Poonam Sarda
Date: 01.09.2013 Chairman & Managing Director Whole-Time Director

SECRETARIAL COMPLIANCE CERTIFICATE

Registration No. of the Company: 11-011830 of 1960

Nominal Capital: Rs. 51000000/-

Paid-up Capital: Rs. 50768000/-

To

The Members

SHARDAISPAT LIMITED

Nagpur (M.S.)

I have examined the registers records books and papers of SHARDAISPAT LIMITED (theCompany) as required to be maintained under the Companies Act 1956 (the Act) and therules made there under and also the provisions contained in the Memorandum and Articles ofAssociation of the Company for the financial year ended 31 st March 2013 (financial yearfrom 01.04.2012 to 31.03.2013). In my opinion and to the best of my information andaccording to the examinations carried out by me and explanations furnished to me by theCompany and its officers I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure 'A' to thiscertificate as per provisions of the Act and the rules made there under and all entriestherein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure 'B' to thiscertificate with the Registrar of Companies along with necessary fees includingadditional fees in respect of delayed filing. The Company has not filed any form or returnwith the Regional Director Central Government Company Law Board or other authoritiesunder the Act during the financial year.

3. The Company being a public limited Company comments are not required

4. The Board of Directors duly met 9 (Nine) times respectively on 07.04.201230.05.2012 09.07.2012 01.08.2012 13.08.2012 14.11.2012 03.01.2013 14.02.2013 and26.03.2013 in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company has closed its Register of Members for two days from 30th August 2012to 31st August 2012 (both days inclusive) during the financial year. However theprevious notice thereof was not published in the newspapers.

6. The annual general meeting for the financial year ended on 31st March 2012 was heldon 31.08.2012 after giving due notice to the members of the Company and the resolutionspassed thereat were duly recorded in the Minutes Book maintained for the purpose.

7. No extra-ordinary general meeting was held during the financial year.

8. The Company has not advanced any loans to its Directors or persons or firms orCompanies referred to under section 295 of the Act.

9. The Company has duly complied with the provisions of section 297 of the Act inrespect of contracts specified in that section.

10. The Company has made necessary entries in the register maintained under section 301of the Act.

11. As there were no instances falling within the purview of section 314 of the Actthe Company has not obtained any approvals from the Board of Directors members or CentralGovernment.

12. The Company has not issued any duplicate share certificates during the financialyear.

13. (i) The Company has delivered all the certificates on lodgment thereof for transfer/transmission in accordance with the provisions of the Act. The Company has not madeallotment of any securities during the financial year.

(ii) The Company was not required to deposit any amount in a separate bank Account asno dividend was declared during the financial year.

(iii) The Company was not required to post warrants for dividends to any members of theCompany.

(iv) The Company was not required to transfer any amounts in Investor Education andProtection Fund as there were no outstanding balances in unpaid dividend account orapplication money due for refund or matured deposits or matured debentures and interestaccrued thereon which have remained unclaimed or unpaid for the period of seven years.

(v) The Company has duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointmentof Director(s) additional director(s) alternate director(s) and director(s) to fillcasual vacancies during the financial year.

15. The appointments of Chairman & Managing Director and Whole Time Director havebeen made in compliance with the provisions of section 269 read with Schedule XIII to theAct.

16. The Company has not appointed any sole-selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central GovernmentCompany Law Board Regional Director Registrar and/or such authorities prescribed undervarious provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued any shares or other securities during the financialyear.

20. The Company has not bought back any shares during the financial year.

21. As there were no outstanding preference shares or debentures question ofredemption does not arise.

22. There were no transactions necessitating the Company to keep in abeyance the rightsto dividend rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits except unsecured loan(s) fallingwithin the purview of section 58A and 58 AA of the Act read with Companies (Acceptance ofDeposits) Rules 1975 during the financial year.

24. The amount borrowed by the Company from Directors members public financialinstitutions banks and others during the financial year ending 31.03.2013 is/are withinthe borrowing powers limits of the Company and that necessary resolution as per section293(1)(d) of the Act have been passed in duly convened annual/ extra-ordinary generalmeeting.

25. The Company has not made loans and advances or given any guarantee or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect tosituation of the Company's registered office from one State to another during the yearunder scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect toobjects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to nameof the Company during the year under scrutiny

29. The Company has not altered the provisions of the Memorandum with respect to sharecapital of the Company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notice received by theCompany and no fines or penalties or any other punishment was imposed on the Companyduring the financial year for offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. The Company has deposited both employee's and employer's contribution to ProvidentFund with the prescribed authorities. As such the Company has not constituted anyspecific Fund / Trust for the said purpose and hence the provisions of section 418 of theAct are not applicable.

VILAS NICHAT
Date : 29.05.2013 Company Secretary
Place : Nagpur Membership No. FCS- 6561 CP. No. 4374

ANNEXURE 'A' TO SECRETARIAL COMPLIANCE CERTIFICATE

Registers as maintained by the Company

1. Register of Members under section 150 of the Act.

2. Copies of Annual Return under section 163 of the Act.

3. Minutes Book containing minutes of Board Meetings and General Meetings under section193 of the Act.

4. Books of Accounts under section 209 of the Act.

5. Register of contracts / Companies and firms in which directors etc. are interestedunder section 301 of the Act.

6. Register of Directors Managing Directors/Manager/Secretary under section 303 of theAct.

7. Register of Directors' Shareholdings under section 307 of the Act.

8. Register of investments or loans made guarantee or security provided under section372A of the Act.

9. Register of charges under section 125 of the Act.

10. Share Transfer Register

11. Register of Issue of Duplicate Share Certificates.

Apart from above the Company has also maintained all the requisite statutoryregisters books returns etc. to be kept or maintained by the Company in terms ofvarious provisions of the Act/Rules. Nevertheless there were no entries/transactions tobe recorded therein during the financial year.

VILAS NICHAT
Date: 29.05.2013 Company Secretary
Place : Nagpur Membership No. FCS- 6561 CP. No. 4374

ANNEXURE 'B' TO SECRETARIAL COMPLIANCE CERTIFICATE

Forms and returns as filed by the Company with the Registrar of Companies RegionalDirector Central Government or other authorities during the Financial Year ending on 31stMarch 2013 (Till the date of this certificate): With Registrar of Companies Maharashtra

1. Form 23AC XBRL with audited Balance Sheet in respect of financial year ended 31 stMarch 2012 attached thereto approved and adopted at the Annual General Meeting held on31.08.2012 due for filing on 30.09.2012 was duly e-filed under section 220 of the Act on15.01.2013 vide Challan No. Q05901491.

2. Form 23ACAXBRL with audited Profit & Loss Account in respect of financial yearended 31st March 2012 attached thereto approved and adopted at the Annual GeneralMeeting held on 31.08.2012 due forfilingon30.09.2012wasdulye-filed under section 220 ofthe Act on 15.01.2013 vide Challan No. Q05901491.

3. Form 66 with Secretarial Compliance Certificate in respect of financial year ended31.03.2012 attached thereto approved and adopted at an Annual General Meeting held on31.08.2012 due for filing on 30.09.2012 was duly e-filed under proviso to section 383Aofthe Act read with Companies (Compliance Certificate) Rules 2001 on 28.10.2012 videChallan No. P92757459.

4. Form 20B with Annual Return in respect of the Annual General Meeting held on31.08.2012 attached thereto due for filing on 29.10.2012 was duly e-filed under section159 of the Act on 26.11.2012 vide Challan No. Q02554848.

5. Form 32 dated 01.04.2012 regarding return of cessation of Directors due for e-filingon 30.04.2012 was duly e-filed undersection 303 of the Act on 23.07.2012 vide Challan No.B43876150.

6. Form 32 dated 30.05.2012 regarding change of designation of the Directors due fore-filing on 29.06.2012 was duly e-filed under section 303 of the Act on 25.07.2012 videChallan No. B44088961.

7. Form 23 dated 30.05.2012 regarding registration of the resolutions passed in respectof reappointment and appointment of Chairman & Managing Director and whole TimeDirector respectively due for e-filing on 30.06.2012 was duly e-filed under section 192of the Act on 25.07.2012 vide Challan No. B44083434.

8. Form 25C dated 01.04.2012 regarding return of appointment of Chairman & ManagingDirector due for e-filing on 30.06.2012 was duly e-filed under section 269 of the Act on25.07.2012 vide Challan No. B44084242..

9. Form 25C dated 01.04.2012 regarding return of appointment of Whole Time Director duefor e-filing on 30.06.2012 was duly e-filed under section 269 of the Act on 25.07.2012vide Challan No. B44085140.

10. Form 23 dated 30.09.2011 regarding registration of resolution passed under section293(1)(d) of the Act due for e-filing on 30.10.2011 was duly e-filed under section 192of theAct on 25.07.2012 vide Challan No. B44110336.

11. Form 8 dated 21.04.2012 regarding registration of charge favouring Nagpur NagrikSahakari Bank Limited securing their Credit Limit of Rs. 75.00 Lacs due for e-filing on21.05.2012 was duly e-filed undersection 125 of theAct on 19.05.2012 vide Challan No.B39467097.

12. Form 8 dated 20.11.2012 regarding registration of charge favouring Nagpur NagrikSahakari Bank Limited securing their Credit Limit of Rs. 75.00 Lacs due for e-filing on20.12.2012 was duly e-filed undersection 125 of theAct on 18.01.2013 vide Challan No.B66204033.

13. Form 8 dated 30.03.2013 regarding registration of modification of charge favouringNagpur Nagrik Sahakari Bank Limited securing their Credit Limit of Rs. 500.00 Lacs duefor e-filing on 29.04.2013 was duly e-filed under section 135 of the Act on 26.04.2013vide Challan No. B73717415.

VILAS NICHAT
Date : 29.05.2013 Company Secretary
Place : Nagpur Membership No. FCS- 6561 CP. No. 4374

AUDITOR'S CERTIFICATE OF CORPORATE GOVERNANCE

To

The Members

SHARDA ISPAT LIMITED

NAGPUR.

1) We have examined the compliance of conditions of Corporate Governance by SHARDAISPAT LIMITED for the year ended on 31st March 2013 as stipulated in clause 49 of theListing Agreement of the said Company with stock exchanges.

2) The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to a review of the procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

3) In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in Clause-49 of the above mentioned Listing Agreement.

4) We state that such compliance is neither as assurance as to the future viability ofthe Company nor the efficiency or effectiveness with which the Management has conductedthe affairs of the Company.

FOR LOYA BAGRI & CO.
(Firm Registration No. 105658W)
Chartered Accountants
(GOPAL DAS BAGRI)
Partner
Nagpur Dated the 29th May 2013 (M.No. 002933)