TO THE MEMBERS
The Directors have pleasure in presenting the 44th Annual Report of
the Company together with the Audited Profit & Loss Account for the
year ended on 31.03.2012 and the Balance Sheet as on that date. (as per
Revised Schedule VI)
(Rs. in lacs)
Year ending Year ending
Turnover 14577 13778
Gross Profit before Finance Cost
and Depreciation 1073 993
Finance Cost 389 372
Profit after Finance Cost 684 621
Depreciator 321 316
Net Profit before Tax 363 305
Tax 73 0
Net Profit for the year 290 305
During the year the Company has been improved in terms of sales. gross
profit and net worth. Turnover for the year was Rs. 14577 lacs against
Rs. 13778 lacs in the previous year hence an increase in turnover by
5.80% and Profit after tax for the year is Rs. 290 lacs as against Rs.
305 lacs for the previous year due to higher finance cost and provision
for taxation Curing the year. However, the Profit before tax and Gross
Profit of the company shows an impressive growth and has increased by
Rs. 58 lacs and Rs. 80 lacs as against the previous year
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
To consolidate the long-term resources for enhanced working capital for
new TMT Bar Project 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 AND FOREIGN EXCHANGE
EARNINGS AND OUTGC
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 repert 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.
To meet the funding requirement of the TMT Bar Project in the Village
of Anantpura. Chimanpura, Chomu, your Company has got sanction of Rs.
34.30 Crores (Term Loan Rs. 15 50 Crors and Working Capital Loan Rs.
18.80 Crores) from Indian Overseas Bank and Term Loan of Rs. 17.15
Crores from Rajasthan State Industrial Development & Investment
Corporation Ltd. (RIICO) for financing the project.
The Company has not accepted any Fixed Deposits from the public.
CONVERSION OF CONVERTIBLE WARRANTS ISSUED ON PKEFERENTAIL BASIS
The Board of Directors of the company has allotted 42,56,202 equity
shares and 68.21.700 equity shares upon conversion of fully paid up
convertible warrants issued upon preferential basis to the individuals
and body corporate (other than promoters) in the meeting of Board of
directors of the company held on 05.09.2011 and 26.09.2011 in this
connection the company has filed Form 2 for Return of Allotment to the
ROC and the Listing Application is pending to the Exchange.
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 compiled.
Shri P.L. Bawa and Shri Shiv S. Sharma retire by rotation from the
Board pursuant to Section 255 of the Companies Act. 1956 read with
Article 03 of Articles of Association of the Company and being
eligible offers himself for re-appointment. The company has received
notice from the Members for his re-appointment as director of the
M/s. S-3. Surana & Company. Chartered Accountants, Jaipur, Auditors of
the Company is getting retired at the conclusion of the ensuing Annual
General Meeting. M/s. S.S. Surara & Co. being eligible have offered
themselves for re-appointment.
M/s M. Goya & Company. Cost Accountants, Jaipur have furnished a
certificate of their eligibility for re- appointment Under Section 224
(1-B) of the Companies Act, 1956, Certificate for Independence and arm
length relationship with the Company and are not disqualified for such
appointment. The said cost accountants have been re-appointed by the
Board of Directors of the Company on the recommendations of the Audit
Committee, as the Cost Auditors of the Company for the financial year
2012-13. subject to the approval of the Central Government.
The observations made in the Auditors Report are self explanatory from
the notes on accounts and therefore do not call for any special
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
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, the applicable
accounting standards and Revised Schedule VI has been followed:
(ii) that your Directors have selected such accounting policies 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 your Directors have taken proper and sufficient care 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 your Directors have prepared the annual accounts an a ongoing
Your Directors place 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
Chaiman & Managing Director