DIRECTORS' REPORT: To the Members, The Board of Director presents its 39th Annual Report of the Company together with its Audited Accounts for the financial year ended 31st March 2014. 1. FINANCIAL AND OPERATIONAL REVIEW : The performance of the Company during the year under review has been very weak and poor, resulting in a loss of Rs.1019.74 lakhs. The reasons of this deteriorations are mainly as below. 1) Demand slowdown remain continued through out the year under review from auto and power sector. 2) After abnormal increase in natural gas (fossil fuels) price to the extent of almost 300%, the company has to close its melting operations, based on gas, which has affected about 75% capacity of melting division. 3) High interest rate burden on credit facilities from Bank has very high finance cost, which had not been recovered in lower capacity utilisation. 4) CAPEX project over-run cost and immediate demand recession continuity has adverse impact on the bottom line of the financial results. 5) Liquidity crunch due to continuous losses and repayment of term loan caused badly to the working capital and ultimate very negative effect on the operations. 6) Employees cost could not be under control and overcome in the above all adverse situation through out the year. There is a concerns relating to the company's ability to service huge debts and no clear signs of improvements in demand at the price which is cost recoverable. While interest outgo is higher, the company is unable to generate enough earning to service the debt and repayment obligations. 2. DIVIDEND: Your Directors have not recommended any dividend on equity shares for the year under review on account of huge accumulated losses. 3. FIXED DEPOSITS: The Company has not accepted any deposits so far within the meaning of Section 58A of the Companies Act, 1956 and hence the information in respect of matured and claimed but remained unpaid deposits may please be treated as NIL. 4. LISTING WITH STOCK EXCHANGES : The Shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE) & Vadodara Stock Exchange Ltd. 5. DIRECTORS : During the year under review, Shri G.D. Raval - Technical Director and Shri G.D. Singi - Director ceased to be a Director. The Board of Director Placed on record of his appreciation on the valuable services rendered by them during their tenure as a member of the Board. Shri Manoj Khetan shall retire by rotation as Directors pursuant to the provision of Article 153 of the Articles of Association read with Section 152 of the Companies Act, 2013, at this Annual General Meeting and eligible offer themselves for re-appointment. Your directors recommend that the resolution relating to re-appointment of Shri Manoj Khetan as Director of the Company be passed. 6. AUDITORS: M/s.B.A.Pavagadhi & Co., Chartered Accountants, Ahmedabad shall retire at the conclusion of this Annual General Meeting and have made necessary declaration regarding their eligibility pursuant to the provisions of section 141(3)(G) of the Companies Act, 2013. They are consequently eligible for re-appointment. Members are requested to re-appoint the Auditors and authorize the Board of Directors to fix their remuneration. 7. COMPANY SECRETARY: Compliance Certificate In accordance with Section 383A of the Companies Act, 1956 the Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a Company Secretary in whole time practice confirming that the company has complied with all the provisions of the Companies Act, 1956 and a copy of such certificate is kept on record. 8. Cost Audit Report: As per Cost Audit Order by The Ministry of Corporate Affairs (MCA) it is mandatory to obtain cost audit Report. Accordingly, in terms of the above order and pursuant to the provision of section 233B of the Companies Act - 1956, your directors have appointed K.C. Moondra & Associates, Bhilwara (Raj.) Cost Auditor to issue Cost Audit Report. Cost Audit Report for FY 2013-14 is yet to be placed before the Board. 9. DISCLOSURES: (a) Particulars of employees: There is no employee covered under the provision of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence the information may be treated as NIL. (b) Disclosure Pursuant to Section 217(1)(e): Due to increase in fossils fuel (natural gas) price the management is examining to switch over to power saving induction furnaces. (c) Safety, Pollution & Environmental Control: The safety record of your Company remained satisfactory. The Company is making all out efforts to maintain the safety records and observing the norms for pollution and controlling environments as per the requirements of the Gujarat Pollution Control Board (GPCB). (d) Conservation of Energy, Technology Absorption, Research & Development: Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure to the report. 10. INDUSTRIAL RELATIONS: Human resources are considered as the valuable assets of the organisation and is given utmost importance, as a result of which, the co-operation and understanding between the workmen and management is cordial. Your Directors wish to place on record the cooperation extended by the employees at all levels for achieving the objectives of your Company and expect that such cordial relations will be maintained in future also. 11. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility, it is hereby stated that: (I) in the preparation of the accounts for the financial year ended 31st March 2014, the applicable Accounting Standards have been followed and that there are no material departures from the same. (Ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ended 31st March 2014 and of the profit and loss of the Company for the year under review. (iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records for the year ended 31st March 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities. (Iv) the Directors have prepared the Annual Accounts of the Company for the financial year ended 31st March 2014 on a "going concern" basis. 12. ACKNOWLEDGMENT: Your Directors wish to place on record with its deep appreciation for the unstinted support and co-operation that the Company received from suppliers and other associated with the Company as its business partners. The Board of Directors would like to express their grateful appreciation for the assistance and co-operation received from our Banker's - Bank of Baroda .The Board wishes to place on record their deep sense of appreciation for the commitment, continued support and co-operation of the employees of the Company. The Directors also take this opportunity to express their sincere thanks to the State and Central Government Departments, Insurance Companies, Contractors, valued Customers, Suppliers for having actively lent their support to the Company from time to time. The Directors are also grateful to the shareholders of the Company for their confidence and faith reposed by them in the Company. Your Director also wish to place on record their deep sense of appreciation for the committed services by the Executives, Staff and Workers of the Company. On behalf of the Board O. P. Khetan Managing Director Ankleshwar 30th June 2014 |