DIRECTORS' REPORT To, The Members, Your Directors present their 48th Annual Report with the statements of the audited accounts for the year ended 31st March, 2008. 1. Dividend Directors are unable to declare dividend in view of the losses. 2. Performance ISO Certification 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. Markets 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 down. The production has come down due to the non availability of raw material. Fund Raising 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 its business. Outlook 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. 3. Directors Responsibility Statement In terms of Section 217(2AA) of the Companies Act, 1956, the Directors state that; (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 that date; (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; and (e) Directors have prepared the accounts on a going concern basis. 4. Directors Mr. Dhanesh J. Mehta and Mr. Rajnesh I. Jain retire by rotation at the forth coming Annual General Meeting and being eligible, offer themselves for reappointment. 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. 5. Auditors Report The Companys 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 BIFR. 6. 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 Companys shares. 7. 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. 8. 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. 9. Auditors 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. 10. Appreciation 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. By Order of the Board Shilpin J. Patel Chairman of the meeting 22nd August, 2008 A-6 MIDC Industrial Area, Chikalthana, Aurangabad 431 210 |