The Directors take pleasure in presenting their Fifth Annual Report
and the Audited Accounts of your Company for the year ended March 31,
FINANCIAL RESULTS Amount (Rs/Lakhs)
Particulars FY 2011-12 FY 2010-11
i. Gross Turnover 6,424.12 814.81
ii. Net Turnover 6,068.76 743.19
iii. Other Income 41.81 22.00
iv. Total Revenue 6,110.57 765.19
v. Earnings Before Interest, Depreciation,
Taxation and Amortization (EBIDTA) (4,560.84) (351.25)
vi. Interest 8,022.83 157.78
vii. Depreciation 2,394.55 104.32
viii. Profit before Taxation (PBT) (14,978.22) (613.35)
ix. Tax including Deferred Tax 3.48 -
x. Profit after Taxation (PAT) (14,981.70) (613.35)
xi. Profit brought forward from
previous year - -
xii. Amount available for appropriation (14,981.70) (613.35)
xiii. Transfer to general reserve - -
xiv. Surplus/ (Deficit) carried to
Balance Sheet (14,981.70) (613.35)
As you are aware, that your Company is setting up a 2.2 MTPA integrated
steel & Ductile Iron (DI) Pipe project, at Siyaljori village, in Bokaro
District, in the state of Jharkhand, which is about 22 kms from Bokaro
city, a well developed industrial town of Jharkhand.
During the project implementation process, some modifications were
suggested by the technical experts to meet the technical superiority
and efficiency improvement of the plant. Hence, for better balancing of
the product with optimized product mix and better value addition, your
Company is contemplating to enhance the plant capacity from 2.2 MTPA to
2.51 MTPA. The enhanced capacity of the plant is based on Blast Furnace
(BF) - Basic Oxygen Furnace (BOF) - Billet Caster & Hot Rolling Route.
The enhanced capacity of the plant will produce;
Finished Products MTPA
Wire rods 0.60
Reinforcement bars in straight lengths 0.85
Ductile Iron Pipe 0.33
Commercial Billets 0.33
Pig Iron 0.40
One of the Blast Furnaces (350 M3) out of the three, has commenced
operation of pig iron in September, 2010. The Company has taken shut
down of the above Blast Furnace for synchronization with other
facilities and the same was restarted subsequently. Currently, the said
furnace is giving sales to your Company. Your Company has also started
production of Ductile Iron Pipes from its plant.
The Company''s plant is at its advance stage of completion and its
operations are currently in a nascent stage. Due to a variety of
technical reasons, the plant has undergone improvements and changes,
which will in turn benefit the operations of the Company in the long
The target completion date of the balance facilities have been extended
by few months. The main reason for the delay was due to sudden decrease
in availability of Chinese manpower, due to guidelines issued by the
Central Government of India on Visa Policy restricting the Chinese
manpower with work visa. This was beyond the control of Company''s
management. However, the Company made significant efforts to mitigate
the effect of this Force Majeure situation with the following
- Appointment of local Sub-contractors under the supervision of
- Reducing the scope of Chinese Contractors and offloading the same
to Indian Contractors.
Subsequently, the Central Government of India has allowed work permits
to a specified number of Chinese manpower, since then the work at the
site is going on smoothly. Your Company is confident in achieving the
revised completion target in the current financial year.
The project cost for the earlier 2.2 MTPA plant was Rs 7,262 crores and
the revised project cost for the 2.51 MTPA plant is estimated at Rs
9,562 crores. The revised cost of the project has been verified by
Lenders Independent Engineer and vetted by Mecon Limited. The estimated
additional capital expenditure required for capacity enhancement would
be around Rs 1,236 crores and for infrastructural/other facilities &
efficiency improvement Rs 1,064 crores. The above additional cost of Rs
1,236 crores is proposed to be funded in the debt to equity ratio of
2:1. Out of the above debt requirement of Rs 824 crores, our Lead
Banker, State Bank of India has sanctioned Rs.250 crores with a
provision of interim disbursement of 40% of the sanctioned amount.
Proposal with other banks is at an advance stage and we are hopeful to
complete the same very soon.
Your Company had also proposed to raise Rupee Term Loan of around Rs
2,200 crores by securitizing the future receivables from the sale of Di
pipe and Pig iron with various banks. For securitisation of the above,
your Company has entered into an Off-take agreement with Stemcor India
Private Limited and Electrosteel Castings Limited for off- taking DI
Pipes and Pig Iron for a period of 12 years. Out of the above
requirement, State Bank of India has sanctioned Rs. 600 crores and also
disbursed 40% of the sanctioned amount as interim disbursement pending
full tie-up. The proposal with other banks is at an advance stage and
we are hopeful to complete it very soon. A part of the proceeds from
the securitization of future receivables will be utilised in meeting
expenditure towards other capital expenditures/implementing systems,
ensuring efficiency improvement and redundancies improvement in Feeder
sections like Sinter Plant, Pellet Plant, Coke Oven, Control Systems,
Material Handling & other allied facilities.
You will appreciate that since the project is under implementation and
only one Blast Furnace had commenced operation, there is no much
earnings as of now, hence your Directors are not recommending any
dividend on Equity Shares for the year ended 31st March 2012.
Your Company has fully complied with the requirements of Clause 49 of
the Listing Agreement regarding Corporate Governance.
A Report on Corporate Governance Practices and the Auditors Certificate
on compliance of mandatory requirements thereof is given as annexure to
MANAGEMENT DISCUSSIONS AND ANALYSIS
A report on Management discussion and analysis is given as annexure to
The Company has not accepted any fixed deposit during the period under
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
a) in the preparation of annual accounts, containing financial
statements for the year ended March 31, 2012, the applicable accounting
standards have been followed along with proper explanations, wherever
b) the Board had 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 for that period.
c) the Board has taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with provisions of the
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting any fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
Particulars of employees as required under Section 21 7(2A) of the
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975, as amended, forming a part of this report.
However, pursuant to Section 219(1)(b)(iv) of the Companies Act, 1956,
the Annual Report is being sent to all the members of the Company,
excluding the aforesaid information. Those members desirous of
obtaining such particulars may write to the Company at its registered
INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956
Information as per Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 related to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
Annexure - ''A'' attached hereto and forming part of this Report.
Pursuant to Clause 41 of the Listing Agreement entered into with the
stock exchanges, the Board of Directors has pleasure in attaching the
Financial Statement prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants of
Since your Company does not have any subsidiary, preparation of the
Consolidated Financial Statement is not required.
Pursuant to the provisions of section 260 of the Companies Act, 1956
and the Articles of Association of the Company, Mr Lalit Kumar Singhi
was appointed as the Additional Independent Director (Non Executive) of
the Company with effect from February 6, 2012 and will hold office upto
the date of the next Annual General Meeting of the Company.
Mr. Sanjoy Tekriwal, Non- Executive Independent Director of the
Company, have resigned from the Board of your Company with effect from
February 6, 2012. The Board places on record its deep appreciation for
the guidance and the invaluable services rendered by him during the
tenure of his office as Director of the Company.
Mr Naresh Pachisia and Mr Nigam Chander Bahl, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and are
eligible for re-appointment.
None of the Directors of the Company are disqualified as per section
274(1)(g) of the Companies Act, 1956. The Directors have made necessary
disclosures as required under various provisions of the Act and Clause
49 of the Listing Agreement.
The Statutory Auditor M/s. B Chhawchharia & Co., Chartered Accountants,
retire at the conclusion of the forthcoming Annual General Meeting and
being eligible, offer themselves for re-appointment. Certificate from
the Auditors has been obtained to the effect that their re-appointment,
if made, would be within the limits prescribed under section 224(1 B)
of the Companies Act, 1956.
The Notes to Accounts forming part of the financial statements are self
explanatory and needs no further explanation. There are no
qualifications or adverse remarks in the Auditors'' Report which require
any clarification/ explanation.
Pursuant to the notification of the Companies (Cost Accounting Records)
Rules, 2011 published vide GSR 429(E) dated June 3, 2011, and in
reference to the order FNo. 52/26/CAB-2010 dated June 30, 2011 issued
by Ministry of Corporate Affairs, Cost Audit Branch, Government of
India, your Directors in their meeting held on July 27, 2011, have
proposed M/s S. G. & Associates, Cost Accountants, to be appointed as
the Cost Auditors of the Company for the year 2011-12, subject to such
approvals as may be applicable.
Necessary certificate and consent letter from the said Auditor has been
obtained to the effect that their appointment, if made, would be within
the limits prescribed under section 224(1 B) of the Companies Act,
SECRETARIAL AUDIT / COMPLIANCE REPORT
The Secretarial Compliance Certificate confirms that the Company had
complied with all the applicable provisions of the Companies Act, 1956,
Listing Agreements with the Stock Exchanges, Securities Contract
(Regulation) Act, 1956, and all the other Regulations of SEBI as
applicable to the Company, including the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 (as amended) and the SEBI
(Prohibition of Insider Trading) Regulations, 1992.
Your Directors take this opportunity to thank the Financial
Institutions, Bankers, Government Authorities, Customers, Vendors,
Shareholders and Employees for their continued assistance, cooperation
and support to the Company.
For and on behalf of the Board of Directors
Place : Kolkata Binod Khaitan N C Bhal
Dated : May 8, 2012 Chairman Wholetime Director