GRAHAM FIRTH STEEL PRODUCTS (INDIA) LIMITED
ANNUAL REPORT 2007-2008
Your Directors present their 48th Annual Report with the statements of the
audited accounts for the year ended 31st March, 2008.
1. Financial Results 2007-08 2006-07
Revenue 1356.60 278.80
Operating Loss before Interestl
Depreciation 165.50 109.83
Interest 0.82 0
Depreciation 10.31 9.92
Tax adjustment in respect of
earlier years - -
Net Loss for the year 176.63 119.75
Net Loss brought forward 402.85 283.10
Net Loss carried to Balance Sheet 579.48 402.85
Directors are unable to declare dividend in view of the losses.
The Bureau Veritas has issued the Company the ISO 9001-2000 certification.
This certification would enable the Company to supply value added products
to customers in such industries as auto components, automobiles, white
goods and Defence.
Implementation of BIFR order
The company has complied with the BIFR Order as contained in the approved
Rehabilitation Scheme and is implementing the same.
The first year after the BIFR Order has been rather eventful. For the first
six months the raw material prices were stable and we had managed to reach
the production of 500 MT per month. Thereafter the prices for our raw
material viz. Hot Rolled Coils (HRC) kept on increasing every month. This
has created tremendous pressure on the company in terms of working capital
and also achieving higher and higher sales prices. Despite these and other
problems the contribution has increased though the production has come
The production has come down due to the non availability of raw material.
The company is exploring various avenues of fund raising. As the price of
HRC is stabilizing at higher level, the Company is exploring strategic tie
ups for the supply of raw materials and is further looking to restructure
Though the outlook looks uncertain due to the increase in prices of steel,
power and transportation, we are confident that due to the long standing
relations with customers and quality of products of the company we would be
in a position to ride through the uncertain times.
4. Directors' Responsibility Statement
In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
(a) in the preparation of annual accounts, the applicable accounting
standards have been followed and that there has been no material departure:
(b) 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 a true and fair view of the state of the affairs of
the Company as at 31st March, 2008 and the losses for the year ended on
(c) Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 as amended from time to time;
(d) Directors have taken proper and sufficient care, in consonance with the
financial situation of the Company, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
(e) Directors have prepared the accounts on a going concern basis.
Mr. Dhanesh J. Mehta and Mr. Rajnesh I. Jain retire by rotation at the
forth coming Annual General Meeting and being eligible, offer themselves
With a view to further strengthen the management Mr. M. G. Mohan Kumar was
invited to join the Board as an Additional Director on 30th January 2008.
Mr. M. G. Mohan Kumar is a Financial Advisor and his experience would be of
immense help in progress of the Company. The Company has received the
necessary notice from a shareholder proposing his reappointment.
7. Auditors Report
The Company's position on the Auditors' qualifications has been stated in
the notes attached to the accounts. Accounts have been prepared on a `going
concern basis' in view of the scheme of rehabilitation submitted before
8. Listing on the Stock Exchange, Mumbai
The company is now in the process of regularizing all listing compliances
so as to enable Bombay Stock Exchange Limited permit trading in your
9. Secretarial Compliance Certificate
The Company has obtained the Compliance Certificate from the Practicing
Company Secretary pursuant to Section 383A of the Companies Act, 1956. A
copy of the said certificate is annexed.
10. Particulars of Employees
There was no employee in respect of whom information is required to be
disclosed as per the provisions of Section 217(2A) of the Companies Act
1956, as amended.
M/s. Borkar & Mazumdar, Chartered Accountants, retires at the forth coming
Annual General Meeting. Members are requested to appoint the Auditors and
fix their remuneration.
The Board also wishes to place their deep appreciation for the patience
shown and efforts put in by employees despite the poor financial situation
of the Company.
22nd August, 2008 By Order of the Board
Registered Office & Works: Shilpin J. Patel
A-6 MIDC Industrial Area, Chikalthana Chairman of the meeting
Aurangabad 431 210
ANNEXURE TO THE DIRECTORS' REPORT
Information as per Section 217(i) (e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of Board of Directors)
Rules, 1988 and forming part of the Directors' Report for the year ended 31
a March, 2008.
A) CONSERVATION OF ENERGY:
FORM - A Form for Disclosure of Particulars with respect to conservation of
Units 2007-08 2006-07
A. Power & Fuel Consumption
a) Purchased Kwh 9,20,832 3,49,450
Total amount Rupees 57,56,434 21,06,999
Average rate per unit Rupees 6.25 6.03
b) Own Generation - NA NA
2. Coal - NA NA
3. Furnace Oil - NA NA
4. Others (HSD)
Quantity KL 67.597 1.083
Total amount Rupees 23,86,996 42,702
Average Rate Rupees 35.31 39.43
Cold Rolled Steel Metric Tons 3650 815
1. Electricity KWH/Ton 252.28 428.77
2. Furnace Oil K.L./Ton - -
3. Coal K.L./Ton - -
4. Others (HSD) K.L./Ton - 0.001
B) TECHNOLOGY ABSORPTION:
Research & Development: The Company has established development of
precision medium carbon products for its export markets during the earlier
Technology Absorption: The Company has not imported or bought any
technology during the year under review.
C) FOREIGN EXCHANGE EARNINGS & OUTGO:
Forex Earning - Nil (Previous year Nil)
Forex Outgo - Nil (Previous year Nil)
22th August, 2008 By Order of the Board
Registered Office & Works: Shilpin J. Patel
A-6 MIDC Industrial Area, Chikalthana Chairman of the meeting
Aurangabad 431 210
Graham Firth Steel Products (India) Limited
I have examined the registers, records, books and papers of Graham Firth
Steel Products (India) Limited (the Company) (as required to be maintained
under the Companies Act, 1956 (the Act) and the rules made hereunder and
also the provisions contained in the Memorandum and Articles of Association
of the Company for the financial year ended 315' March, 2008. In my opinion
and to the best of my information and according to the examinations carried
out by me and explanation furnished to me by the Company, its officers and
agents, 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 this certificate, as per the provisions and the rules made hereunder
and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure B
to this certificate with the Registrar of Companies, Maharashtra, within
the time prescribed under the Act and Rules made hereunder. The Company was
not required to file any form/ return with the Regional Director, Central
Government Company Law Board or other authorities.
3. The Company, being Public Limited, comments on invitation to public to
subscribe for shares/debentures or acceptance to deposits as applicable to
Private Limited Company is not required.
4. The Board of Directors duly met six times on 30.04.2007, 20.06.2007,
31.07.2007, 29.10.2007, 30.11.2007 and 30.01.2008 in respect of which
meetings proper notices were given and the proceedings were properly
recorded and signed. No circular resolution was passed during the financial
5. The Company closed its Register of Members from 27.12007 to 29.12.2007
(both days inclusive) and necessary compliance of Section 154 of the Act
has been made except publishing notice in newspapers.
6. The Annual General Meeting for the financial year ended on 315' March,
207 was held on 29th December 2007 after giving due notices to the members
of the Company and the resolutions passed there at were duly recorded in
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 loan to its Directors and/or to persons
or firms or companies referred to in the Sections 295 of the Act.
9. The Company has complied with the provisions of Section 297 of the Act
in respect of contracts specified in that section, except obtaining Central
Government's approval wherever required.
10. The Company has made necessary entries in the register maintained under
Section 301 of the Act.
11. As there was no appointment/instance falling within the purview of
Section 314 of the Act, the Company has not obtained approval from the
Board of Directors, members or Central Government.
12. The Company has not issued any duplicate share certificate during the
13. (i) The Company has delivered all the certificates on allotment of
shares and lodgment thereof for transfer/transmission or any other purpose
in accordance with the provisions of the Act.
(ii) As the Company did not declare any dividend during the financial year,
the need to deposit any amount of dividend in a separate bank account did
(iii) The Company was not required to post warrants to any member of the
Company as no dividend was declared during the financial year.
(iv) There was no such amount in unpaid dividend account, application money
due for refund, matured deposits, matured debentures and interest accrued
thereon which has remained unclaimed or unpaid for a period of seven years.
(v) The Company has complied with the requirements of Section 217 of the Act.
14. The $oard of Directors of the Company is duly constituted and the
appointment of Directors and Additional Directors has been duly made. There
was no appointment of Alternate Director and Director to fill casual
vacancies, during the financial year.
15. The appointment of Managing Director has been made in compliance with
the provisions of Section 269 read with Schedule XIII to the Act. The
appointment being within Schedule XIII, no approval of Central Government
is required. The ompany has noted appointed Whole-time Director or Manager.
16. The Company has not appointed any sole selling agent during the
17. The Company was not required to obtain any approval of the Central
Government, Company Law Board, Regional Director, Registrar or such other
authorities as prescribed in the various provisions of the Act during the
18. The Directors have disclosed their interest in other firms/Companies to
the Board of Directors.
19. The Company has issued 10,00,000 equity shares to Mr. Shilpin J. Patel
on 30-01-2008, pursuant to the BIFR Order dated 29-05-2007 during the
20. The Company has not bought back any shares during the financial year
ending 31st March 2008.
21. The Company has not redeemed any preference shares/deentures during the
22. The Company was not required to keep in abe ance the rights or
dividend, rights shares and bonus shares pending registration of transfer
23. The Company has not invited/accepted any deposit including any
unsecured loans falling within the purview of Section 58A of the Act during
the financial year.
24. The amount borrowed by the Company from Directors, members, public,
financial institutions, banks and other during the financial year ended
31st March 2008 are within the borrowing limits of the Company and the
necessary resolution as per Section 293(1)(d) of the Act have been passed
in duly convened Annual/Extraordinary General Meeting.
25. The Company has not given any loan, guarantee or provided security to
nor made any other investment in other body corporate during the year under
scrutiny. Hence, no comment u/s 372A as made.
26. The Company has not altered the provision of the Memorandum with
respect to the situation of the Company's Registered Office from one state
to another during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with
respect to the objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with
respect to the name of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with
respect to Share Capital of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association uring the year
31. There was no prosecution initiated against or show cause notice
received by the Company or any other punishment imposed on the Company
during the financial year, for offences under the Act.
32. The Company has not received any money as security from its employees
during the year under certification.
33. The Company has deposited both employees, and employers contribution to
Provident Fund with prescribed authorities pursuant to Section 418 of the
(UPENDRA C SHUKLA)
Date : 22nd August, 2008
Registers as maintained by the Company:
1) Minutes Book of the Board Meetings u/s 193 of the Act.
2) Minutes Book of the General Meeting u/s 193 of the Act.
3) Minutes Book of Share Transfer Committee Meetings.
4) Register of Members of the Company u/s 150 of the Act.
5) Share Transfer Register
6) Register of Directors u/s 303(2) of the Act.
7) Register of Directors' Shareholding u/s 307 of the Act.
Forms and returns as filed by the Company with the Registrar if Companies,
Regional Director, Central Government, other authorities during the
financial year ended on 31st March, 2008:
1) Form No.32 - Appointment of Mr. Teyjas Schae, as Additional Director on
2) Form DIN 3 - In respect of Mr. Shilpin J. Patel and Mr.Teyjas Schae on
3) Form No.23- Resolutions passed in Board meeting held on 31-07-200? in
respect of appointment and remuneration payable to Mr. Shilpin J. Patel as
Managing Director filed on 15.11.2007.
4) Form No.25C- Appointment of Mr. Shilpin J. Patel as Managing Director
w.e.f.01-08-2007 filed on 15-11-2007.
5) Form No. 23AC & 23 ACA- Annual Accounts for the year ended 31.03.2007
u/s 220 filed on 29.01.2008.
6) Form No.20B - Annual Return as on 29.12.2007 filed u/s 159 on 15.02.2008
7) Form No.66 - Compliance Report for the year ended 31.03.2007 filed u/s
383A on 29.01.2008.
8) Form No.23-Resolutions passed in Annual General Meeting held on 29-12-
2007 in respect of appointment and remuneration payable to Mr. Shilpin J.
Patel as Managing Director filed on 23.02.2008.
9) Form No.32 - Appointment of Mr. M.G. Mohan Kumar as an Additional
Director on 30.01.2008 filed on 29-02-2008.
10) Form No. 2 - Allotment of 10,00,000 equity shares to Promoter on 30-01-
2008 in pursuant to BIFR Order dated 29-OS-2007 filed on 23-02-2008.
(UPENDRA C SHUKLA)
Place: Mumbai Company Secretary
Dated: 22nd August, 2008 FCS: 2727/CP NO.1654