DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting the 46th Annual Report of the Company together with the Audited Profit & Loss Account for the year ended on 31.03.2014 and the Balance Sheet as on that date. OPERATIONAL REVIEW During the year Turnover for the financial year under review is Rs. 30482 Lacs against Rs. 16026 Lacs in the previous year hence an increase in turnover by 90.20% and Profit after tax for the year is Rs. 491 Lacs as against Rs. 32 Lacs for the previous year, the Company has sold the Vacant Land bearing Khasra No.115, 42/48, 43, 44, 45, 45/48 admeasuring 47,044.61 Sq. Mtr. situated at Kanakpura, P.O. Meenawala, Jaipur and the non-operating profit on account of the above sale Rs. 2317 Lacs is included, further the Company has changed the depreciation method for Unit-ll (TMT Rebar Project) from last year and has adopted Written Down Method from financial year 2013-14 instead of Straight Line Method adopted till 2013. Depreciation is provided at WDVat the rates specified in Schedule XIV and provisions made therein of Companies Act, 1986 (as amended), on the Original Cost. For Unit-I (Flat Rolled Products Division) the Company has identified certain Plant & Machineries as "Continuous Process Plant" during financial year 2006-07 and depreciation on the same is being provided for at the rated specified under schedule XIV of the Companies Act, 1956 (as amended) for continuous process plant till 2013. During the financial year 2013-14, the Company has changes its method from Continuous Process Plant to Triple Shift Plant". FINANCIAL CONDITION AND RESULTS OF OPERATION Management discussion and analysis of Financial Condition and Results of operation of the company for the year under review, as stipulated in clause 49 of the listing agreement with the Stock Exchange, is given as a separate statement in the Annual Report. SHIFTING / MODERNISATION PROJECT The Company has acquired new land bearing khasra no. 1378, 1379/2, 1380, 1381, 1382, 1383, 1384, 1385, 1392,1393,1394/2,1395/2 admeasuring 3.48 Hectare at Village Sepatpura, Patwar Halka Dhawli, Tehsil Shahpura, Dist. Jaipur for shifting its existing operations of Unit-I (Flat Rolled Products Division) and the land was industrial converted by the competent authority and foundation and civil work is going on at the site. DIVIDENDS To consolidate the long-term resources for enhanced working capital and to maintain the growth in productivity, profitability and turnover, the Directors of your Company are constrained not to recommend any dividend for the year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Information pursuant to Section 217 (1)(e) of the Companies Act, 1956, with Companies (Disclosure of particulars in respect of Board of Directors) Rules, 1988 is given in Annexure-A to this report and forms part of this report. PARTICULARS OF EMPLOYEES As none of the employee of the Company falls within the purview of information required under section 217 (2A) of the Companies Act 1956 read with the companies (Particulars of Employees) Rules 1975 as amended, the same is not furnished. FINANCE The Company has enjoying the Financial Assistance for Unit-I (Flat Rolled Products Division) from Consortium in which Allahabad Bank is Lead Banker and Other Consortium Members are Bank of Maharashtra, State Bank of Bikaner & Jaipur and Indian Overseas Bank and the consortium bankers are taking care of the all financial requirements of the Company. For Unit-ll (TMT Rebar Division) the Company has repaid the Whole Outstanding Term Loan of RIICO for Rs. 18.98 Crores out of the Sale Proceeds received from the sale of the vacant land bearing Khasra No.115, 42/48, 43, 44, 45, 45/48 admeasuring 47,044.61 Sq. Mtr. situated at Kanakpura, P.O. Meenawala, Jaipur and the financial assistance for Unit-ll (TMT Rebar Division) is from Indian Overseas Bank. LISTING COMPLIANCES Your Directors are pleased to inform you that during the year under review all compliances related to listing with the recognized stock exchange within India have been duly complied. DIRECTORS During the year under review, Mr. Vipin Behari Lai Mathur retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. According to the provisions of the new Companies Act, 2013 independent directors shall hold office for a term up to five consecutive years and shall be eligible for re-appointment on passing of special resolution by the shareholders of the Company. The Independent Directors of the Company were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The said directors will continue to serve their existing term as per the resolution pursuant to which they were appointed. In view of this, Mr. Vipin Behari Lai Mathur, Independent Director will complete his present term at the ensuing Annual General Meeting, and being eligible and seeking re-appointment, be considered by the shareholders for his re-appointment for a term up to five consecutive years. The company has received notice from the Members for his re-appointment as director of the Company. AUDITORS M/s. Bansal R. Kumar & Associates, Chartered Accountants, Jaipur, Auditors of the Company is getting retired at the conclusion of the ensuing Annual General Meeting. M/s. Bansal R. Kumar & Associates being eligible have offered themselves for re-appointment and they are not disqualified for re-appointment. AUDITORS REPORT The observations made in the Auditors Report are self explanatory from the notes on accounts and therefore do not call for any special comments. THE CORPORATE GOVERNANCE REPORT A separate section on Corporate Governance and a certificate from the Auditors of the Company has been obtained regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, form part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of section 217(2AA) of the Companies Act.1956, your Directors State: i. that in the preparation of the annual accounts for the year ended 31 st March 2014, the applicable accounting standards and Revised Schedule VI has been followed; ii. that appropriate accounting policies have been selected and applied them consistently and made judgment 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 or Loss of the Company for that year; iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and defecting fraud and other irregularities; iv. that the annual accounts have been prepared on a going concern basis. ACKNOWLEDGEMENT Your Directors plae on record their appreciation and express their sincere thanks to the concerned Government Authorities, Financial Institutions, Banks and Shareholders for their help, co-operation and support to the company. Your directors sincerely appreciate the commitment and dedication of employees at all levels and look forward for their continued support in the future as well. For and on behalf of the Board of Directors Sd/- (Sudhir Khaitan) Chairman & Managing Director |