The Directors have great pleasure in presenting the Tenth Annual
Report of the Company together with the Audited Accounts for the
financial year ended 31st March, 2012.
(Rs. in Lacs)
Current Year Previous Year
Particulars 31.03.2012 31.03.2011
Revenue from Operation (net) 92,578.32 68,840.99
Other Income 130.97 94.34
Total Revenue 92,709.29 68,935.33
Profit before Finance Cost, 8,927.17 6,243.25
Depreciation and Tax
Less: Depreciation & Amortisation 1,423.43 1,243.40
Less: Finance Cost 3,509.88 2,196.38
Less : Tax Expenses 669.78 378.46
Net Profit after Tax 3,324.08 2,425.01
Add: Balance brought forward from 8,647.63 6,222.62
Balance carried over to Balance Sheet 11,971.71 8,647.63
Financial and Operational Review
Net Sales/Income from operation for the year stood at Rs. 92,578.32 Lacs
registering a growth of 34.48% over previous year. The Profit after Tax
(PAT) grew by 37.07% to Rs. 3,324.08 Lacs in 2011-12. The Cash Profit
before tax for the year stood at Rs. 5,417.29 Lacs compared with Rs.
4,046.87 Lacs in the year 2010-11.
Your Directors have not recommended any dividend on Equity Shares for
the year under review.
New Project and Expansion
The Directors of your Company are pleased to inform that the Company
has started commercial production of its 350 TPD Sponge Iron Plant,
Steel Melting Shop (SMS), 1 Lac TPA Wire Rod Mill and 33MW Captive
The capex plans undertaken by the Company consisting of 6,00,000 TPA
Iron Ore Pellet Plant, 30 TPD DRI Kiln, Capacity addition to Wire Rod
Mill, RM Pre-Heater, AOD Convertor, modification of Wire Rod Mill from
MS to SS and Railway Siding are designed to increase the production
capacity and get the advantage of cost competiveness. The projects are
under various stage of implementation and are expected to be
commissioned in phases in the year 2012-13.
Changes in Share Capital
During the year under review, the Company has allotted 6,25,00,000
Equity Shares of Rs. 10/- each on preferential basis at a premium of Rs.
30/- per share aggregating to Rs. 250.00 Crores to the entities belonging
to promoter group and strategic investors belonging to non promoters
Consequent to said allotment, the paid up Share Capital of the Company
stood increased to Rs. 95,37,55,000.00. The entire proceeds received from
the Preferential Allotment has been utilised towards the object of the
The Company has not accepted any deposits during the year.
The Company has retained CARE BBB- (Triple B minus) credit rating for
its long-term and medium-term debts/facilities and CARE A3 (A Three)
credit rating for its short-term debts/facilities accorded by the
credit rating agency Credit Analysis & Research Ltd. (CARE).
The properties and insurable assets and interests of your Company, like
building, plant and machinery and stocks, among others, are adequately
Mr. Suresh Kumar Patni & Mr. Vijay Kumar Jain, retires by rotation and
being eligible, offers themselves for re-appointment.
Mr. Rohit Patni has resigned from the position of Joint Managing
Director as well as from the Directorship of the Company with effect
from 24th August, 2012. The Board of Directors recorded its
appreciation for the valuable services rendered by Mr. Rohit Patni to
Mr. Sanjay Singh has been appointed as an Additional Director w.e.f.
24th August, 2012 to hold office up to the date of the next Annual
General Meeting. The Company has received notice under Section 257 of
the Companies Act, 1956 proposing the candidature of Mr. Sanjay Singh
as Director of the Company. Based on the recommendation of the
Remuneration Committee and subject to the approval of the members in
the ensuing Annual General Meeting, Mr. Sanjay Singh has been appointed
as an Executive Director of the Company for a period of 3 years w.e.f.
24th August, 2012.
None of the Directors of the Company are disqualified for being
appointed as Directors, as specified in Section 274(1)(g) of the
Companies Act, 1956. As required under Clause 49 of the Listing
Agreement the additional information on the Directors seeking
appointment/re-appointment is annexed as additional information to the
Management Discussion and Analysis and Corporate Governance Report
Reports relating to Management Discussion and Analysis, Corporate
Governance along with the certificate from the Company Secretary in
Practice regarding compliance of Clause 49 of the Listing Agreement
with the Stock Exchange forms part of this report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
Directors of the Company confirms :
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departure have
been made from the same;
b) That 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 affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
c) That Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
d) That the accounts have been prepared on a ''going concern'' basis.
Auditors and Auditors'' Report
M/s. R. Kothari & Company, Statutory Auditors of the Company, hold
office till the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the limits prescribed under Section 224 (1- B) of
the Companies Act, 1956 and they are not otherwise disqualified within
the meaning of sub-section (3) of Section 226 of the Companies Act,
1956 for such appointment.
There are no qualifications or adverse remarks in the Auditors'' Report
which require any clarification/explanation. The Notes to accounts
referred to in the Auditors'' Report are self-explanatory, and
therefore, do not call for any further comments/explanation.
As per the requirement of the Central Government and pursuant to the
provision of Section 233B of the Companies Act, 1956, the Company has
appointed Mr. S. Banerjee, Cost Auditors to audit the cost accounts of
the Company for the year 2011-12 from 1st April, 2011 to 31st March,
2012 for which necessary approval from Central Government has been
received. The Cost Audit Report in respect of the financial year
2011-12 will be filed on or before the due date. The Company has
re-appointed Mr. S. Banerjee as Cost Auditors for the financial year
Particulars of Employees
Details of employee drawing remuneration in excess of the limit
specified under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Amendment Rules, 2011 is given
Name Age Qualification Date of Designation
Mr Ankit Patni 27 CFA, MBA 8th Angust,
Name Remuneration Experience Last
received (gross) (Year) employment
Mr Ankit Patni Rs.53.87 Lacs* 8 As Jt. Managing Director
in Rohit Ferro-Tech Ltd.
till 24th August, 2012
* re-appointed as Managing Director w.e.f. 3rd July, 2011 at an
increased remuneration of Rs. 5 Lacs p.m.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Particulars of energy, technology absorption and foreign exchange
earning and outgo as required under Section 217(1 )(e) of the Companies
Act, 1956, read with Companies (Disclosures of Particulars in the
report of Board of Directors) Rules, 1988, are given in the annexure
attached hereto and forms part of the report.
Your Directors take this opportunity to express their appreciation for
the assistance and co-operation received from the Central Government,
State Governments, Financial Institutions, Corporate Authorities,
Banks, Customers, Vendors and Shareholders during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of executives, staffs and
workers of the Company.
For and on behalf of the Board
Suresh Kumar Patni
Kolkata, 24th August, 2012 Chairman