BOARD OF DIRECTORS' REPORT TO THE SHAREHOLDERS Your Directors present their 29th Annual Report on the business and operations of the Company and it's Audited Statements of Accounts together with Auditors' Report for the financial year ended 31st March, 2015. 2. DIVIDEND: Your Directors do not recommend any dividend for the year under review. 3. RESERVES No amount has been transferred to the reserves by the Board during the year under review. 4. THE COMPANY'S WORKING/STATE OF AFFAIRS DURING THE YEAR UNDER REVIEW : The Secondary Steel Sector of the country has been passing through a very bad phase for the last several years for reasons and circumstances beyond control and in line with that the Company's working has been quite unsatisfactory as the Company's both Sponge Iron Plants at Jamshedpur and at Dist. Nalgonda (Telengana) remained closed for whole of the year due to non-availability of iron ore and it's exorbitant high unaffordable prices due to closure of most iron ore mines in the states of Karnataka and Odisha. The problem was further compounded by highly depressed market conditions for steel in the country due to slow growth in the consumption and huge steel import at cheaper rates from China, South Korea and Russia, etc. The Company's Nalgonda based Sponge Plant, however, operated during April, 2014 and thereafter it was closed down. The outlook for the current financial year also is not very promising as the iron ore mines still remain closed and steel imports in the country are continuing unabated. However, as per recent reports; some of the iron ore mines in the State of Odisha are likely to re-open in another few months time which is likely to ease the availability of iron ore at reasonable rates. The international prices of iron ore have also fallen substantially and your Board is working out the economics of operating the Nalgonda based plant with imported iron ore. However, the selling prices of Sponge Iron remain highly subdued and have dropped between Rs.3,000/- to Rs.4,500/- p.m.t. during the year under review. Depending on the circumstances and economic viability; your Board will try to re-open the aforesaid two closed Sponge Iron Plants as and when the situation improves and operations become economically favourable. The Company's Hydrocarbon Gas Bottling Plant at Raigarh (Chhattisgarh) remained closed due to high cost of gas thus making the operations economically unviable as it is difficult to compete with the Govt. owned Oil Companies. The circumstances mentioned as above are beyond the control of the Directors and the Management but they will continue to make all out efforts for the betterment of the Company. 5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY: None during the year. 6. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2015 TILL THE DATE OF THIS BOARD REPORT: No such material changes and commitments have taken place. 7. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE COMPANY: None. 8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY'S FINANCIAL STATEMENTS: In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company's Financial Statements and Operations. 9. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY'S SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW AND THEIR FINANCIAL PERFORMANCE: Nil and hence Not Applicable. 10. FIXED DEPOSIT : The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished. 11. STATUTORY AUDITORS : M/s. A Pradhan & Associates, Chartered Accountants, were appointed as Statutory Auditors of your Company in the last Annual General Meeting and they being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. No change in Statutory Auditors has taken place during the year under review. 12. AUDITORS' REPORT : The observations made in the Auditors' Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in their Report. 13. EXTRACT OF THE ANNUAL RETURN The same is annexed with this Report in the prescribed FORM NO. MGT-9. 14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS. The informations required under Section 134(3)(m) of the Companies Act, 2013 read with Clause 8 of the Companies (Accounts) Rules 2014, are as under:- (A) CONSERVATION OF ENERGY : The Power requirement at Company's Gas Bottling Plant is negligible as only bottling of gases is being done. For Sponge Iron Plants, the Capacitor Panels of adequate size and number have been installed and are maintained to save and economise on power consumption. As the Company's manufacturing units are lying closed; the Company has not made any fresh investments on this account nor was there any need to take any fresh initiatives on this account. (B) TECHNOLOGY ABSORPTION : The Company is using in-house technology and expertise for its LPG Bottling Plants. The technology to manufacture Sponge Iron was provided by an outside agency long ago. The said technology is fully indigenous and is now well established and has been fully absorbed by the Company. The Company has not so far made use of any imported technology for its products/plants. The Company has not made nor felt necessary to absorb any fresh technology and the Company has not incurred any expenditure on Research and Development. (C) FOREIGN EXCHANGE EARNINGS AND OUTGO : Earnings: Nil (Previous Year: Nil) Outgo : Nil (Previous Year : Rs.51,473) 15. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the Company in respect of the financial year 2014-15 covered under this Report. The Company will, however, formulate and implement CSR Policy as and when it gets applicable to the Company. 16. DIRECTORS : A) Changes in Directors and Key Managerial Personnel: During the Year, Mr. Tapas Datta , Mr. Pravin Kumar Chhabra and Mr. Lalit Kishore Choudhury were appointed/reappointed as the Independent Directors of the Company for a period of 5 Years by the Members in the Annual General Meeting held on 22nd September, 2014, Mr. Dalbir Chhibbar was re-appointed as the Managing Director of the Comapany for a tenure of 5 years effective from 17.05.2014 and Ms. Manisha Chopra was appointed as the Company Secretary of the Company, who also acts as the Compliance Officer of the company. Mr. Puranmal Agarwal and Mr. Yudhbir Chhibbar, the retiring directors by rotation, were re-appointed as the Directors of the Company by the members in the Annual General Meeting held on 22nd September, 2014. Mr. Suresh Kumar Agarwal and Mrs. Sushma Chhibbar, the Directors of the Company, retire by rotation at the ensuing AGM and being eligible offer themselves for re-appointment. B) Decleration by an Independent Director(s) and Re-Appointment, If Any: Declaration given by Independent Directors meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been received and taken on record. C) Formal Annual Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committee. During the year under Report, the Independent Directors met on 20th March, 2015 inter alia, to discuss the Performance evaluation of Non Independent Directors and Board of Directors as a whole and of the Chairman and Managing Director and Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board and were satisfied overall. 17. BOARD MEETINGS HELD DURING THE YEAR : During the year the Board of Director's Meetings were held on six occasions e.g. on 21st May, 2014; 30th May, 2014; 30th July, 2014; 13th October, 2014; 7th November, 2014 and 16th January, 2015. The Independent Directors held their separate annual meeting on 20th March, 2015. 18. AUDIT COMMITTEE: As Per Corporate Governance Report annexed hereto. 19. VIGIL MECHANISM: The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has adopted a Vigil Mechanism through which the employees, Directors and other stakeholders are free to report to Senior Management any unethical behaviour, improper practices and wrongful conduct taking place in the Company for taking appropriate action. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. 20. NOMINATION & REMUNERATION COMMITTEE : As per Corporate Governance Report annexed hereto. 21. LOANS, GUARANTEES AND INVESTMENTS: Refer Note: 40 in the Financial Statements of Accounts. 22. RELATED PARTY TRANSACTIONS (Prescribed Form No.- AOC-2 enclosed): During the financial year under review, the Company has sold some raw materials of its Sponge Iron Plant at Jamshedpur to an Associate Company at prevailing market rates as the Company's said plant was lying closed for the last few years. 23. MANAGERIAL REMUNERATION: The particulars are mentioned in the Corporate Governance Report as annexed to this Board Report. 24. SECRETARIAL AUDIT REPORT: A Secreterial Audit Report given by J. Patnaik & Associates, a Company Secretary in Practice, is annexed hereto in the prescribed Form No.MR-3 of Companies Act, 2013. 25. CORPORATE GOVERNANCE : Corporate Governance Report along with the Certificate of the Auditors confirming compliance of conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto. 26. RISK MANAGEMENT POLICY: The Company's biggest risk is with regard to procurement of critical raw materials namely Iron-Ore and Coal but it has virtually no control on the same. As most of the Iron-Ore Mines in the Country still remain closed and Coal has to be sourced only from Government-Owned Companies who decided and fix the prices arbitrarily. The other risks is the wide fluctuations in the selling price of Sponge-Iron which again depend on Demand and Supply and your Company being a small player has no control or influence on the same. Hence, due to these uncontrolable external elements, your Company is unable to formulate or implement any suitable Risk Management Policy to safeguard its business interests. 27. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER PARTICULARS AS REQUIRED UNDER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: Rule 5(1) : A. During the year no Remuneration was paid to any of the Directors including Managing Director except nominal sitting fees to the Independent Directors for attending the Board Meetings and therefore, the computation of ratio of remuneration of each Director to the median remuneration of the employees of the Company are not furnished. Out of the Key Managerial Personnels; only Chief Financial Officer's salary was increased from Rs.18,500/- per month to Rs.20,000/- per month and due to closure of all the manufacturing units of the Company and resultant financial hardship; no increment to the employees was awarded during the year under review. The remuneration paid and/or payable to the Key Managerial Personnels are very reasonable and is commensurate with their performances. The remuneration paid to the employees is as per the remuneration policy of the Company which is dynamic in nature and changes as per the financial performance of the Company and also of an individual employee. Rule 5(2) : B. No employee of the Company during the financial year was in receipt of remuneration aggregating to Rs.60 lacs or more if employed for the whole year and Rs.5 lacs per month if employed for a part of the financial year. No employee of the Company is holding 2% or more of the Equity Shares of the Company. 28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: The Board of Directors and/or the Management of the Company has not received any complaint on this account from any of the employees of the Company or from any other person. 29. DIRECTORS' RESPONSIBILITY STATEMENT : The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states :- (i) that in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed alongwith proper explanation relating to material departures. (ii) that the Directors had 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 and of the profit of the Company for the year under review. (iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. (v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (vi) that the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively. 30. ACKNOWLEDGEMENT : Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the valued customers, suppliers and shareholders during the year under review. Your Directors also wish to place on record their appreciation for the contribution of the employees. For and on behalf of the Board Dalbir Chhibbar Managing Director Puranmal Agrawal Chairman Dated :29th May, 2015 Place : Kolkata |