DIRECTORS' REPORT DEAR MEMBERS, Your directors have pleasure in presenting 25th Annual report of the Company together with the financial statements for the year ended March 31, 2015 COMPANY'S PERFORMANCE: Your Company is engaged in the manufacture and supply of Iron & Steel products. As expected, the financial year 2014 - 15 remained challenging for the company in achieving production and sales volume. The company's branded steel products for quality at competitive prices and the management's strategic decisions have helped the company to perform well even at the adverse market conditions for Steel. During the year, the turnover was Rs. 3,304,351,022/- as against Rs. 3,207,156,937/- for the previous year. The profit before tax of was Rs. 14,072,340 /- as against Rs. 17,994,272/- for the previous year. No transfer of profit to the General reserves under review. DIVIDEND: 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 in the Management Discussion and Analysis report as Annexure I and forms an integral part of this report. DIRECTORS' RESPONSIBILITY STATEMENT: In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 affairs of the company at the end of the financial year and of the profit of the company for that period; (c) the directors had taken proper and sufficient care for 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MEETINGS OF THE BOARD: During the year, Five Board meetings were held under review. DIRECTORS: Mr. Kanishk Gupta who retires by rotation and being eligible seeks for re-appoinment at the ensuing AGM of the company. Mr. Vishal Keyal has been re-appointed as whole-time Director of the company effective from May 29,2015 for five years and seeks members' approval at the ensuing AGM of the company. Ms.R.Maheswari was appointed as an Additional Director in the capacity of women and Independent Director on the Board with effect from March 31, 2015. The Board seeks members' confirmation for appointment of Ms. R.Maheswari as an Independent Director of the Company at the ensuing AGM of the company. All the Independent Directors have given the declarations pursuant to Section 149(7) of the Companies Act, 2013 affirming that they meet the criteria of independence as provided in 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) of the 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 with Sub-rules (1) to (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement is enclosed in Annexure II. CORPORATE GOVERNANCE: Your Company is compliant with the Corporate Governance guidelines as prescribed in Clause 49 of the Listing Agreement. Detailed report on the compliance and a certificate by the Statutory Auditors form part of this report as Annexure III. AUDITORS AND AUDITORS' REPORT: M/s. Chaturvedi & Company, Chartered Accountants, Chennai, the auditors of the Company holds office till the conclusion of 27th Annual General Meeting and being eligible, seeks ratification by members for their appointment at the ensuing AGM of the company. There are no qualifications, reservation or adverse remark or disclaimer made by the auditors in their report and thus the explanations or comments by the Board does not arise. COST AUDITOR: The Board appointed M/s. Vivekanandan & Unni Associates, Cost Accountants as Cost Auditors of the company for the financial year 2015-16 to carry out the cost audit of Company's records of the company at a remuneration of Rs.60,000/-. The Board seeks members' approval for remuneration to cost auditors at the ensuing AGM of the company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY: The company did not give any loans, guarantees and investments covered under Section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Corporate Governance Report contains relevant details on the nature of Related Party Transactions (RPTs) and the policy formulated by the Board on material RPTs. Particulars of Contracts or Arrangements with the related parties referred to in Section 188(1) of the Companies Act, 2013 is furnished in accordance with Rule 8(2) of the Companies (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 the Company between the end of financial year i.e., 31st March, 2015 and the date of the Report 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 Foreign Exchange Earnings and Outgo, as required under section 134 (3) (m) of the companies Act,2013, read with the Companies (Accounts) Rules,2014, is given in Annexure V and forms part of this Report. ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is enclosed and marked as Annexure VI. REMUNERATION POLICY: The Remuneration policy of the Company provided in the Corporate Governance Report that forms an integral part of this report. SECRETARIAL AUDIT: M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had been engaged for the services of Secretarial audit for the financial year 2014-15 pursuant to Section 204 of the Companies Act,2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial audit report in Form No.MR-3 is enclosed 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 report genuine concerns pursuant to section 177 of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and clause 49 of the Listing Agreement. DEPOSITS: 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 or Tribunals which would impact the going concern status of the Company. BOARD EVALUATION: An evaluation on the performance of the Board is providedin the corporate governance report that forms an integral part of this report CORPORATE SOCIAL RESPONSIBILITY (CSR): The company is not covered under section 135 of the Companies Act,2013 and formulation of 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-time director and Chief Financial Officer have certified to the Board in terms of under the Listing Agreement. ACKNOWLEDGEMENT: Your directors place on record their great appreciation of the fine efforts of all Executives and Employees of the Company which was instrumental in achieving profitable financial results in a difficult year. Your directors also express their sincere thanks to various Departments of Central Government, Government of Tamilnadu, TNEB, State Bank of India, Corporation Bank, the Customers, Shareholders and other stakeholders for continuing support and encouragement. For and on behalf of the Board of Directors RAVI KUMAR GUPTA. Chairman & Managing Director. Date: May 30, 2015 Place: Chennai |