The Directors are pleased to present their 25th Annual Report and the
Audited Statement of Accounts along with the Report of the Auditors for
the financial year ended 31st March, 2012.
(Rs. in Lacs)
Particulars Year ended Year ended
Sales/Income including Job work
operations 60137.14 29960.11
EBIDTA 2079.10 513.66
Finance Costs (1476.88) (771.59)
Provision for Depreciation (1383.26) (1371.28)
Profit /(Loss) before tax &
exceptional items (781.04) (1629.21)
Current tax (1.89) (19.41)
Brought forward profit/ (loss)
from last year (16685.04) (15327.10)
Exceptional Items (69.67) 290.99
Balance carried forward to
Balance Sheet (17398.30) (16685.04)
During the year under review, company''s proposal to consolidate all the
manufacturing facilities at Khopoii Including shifting of the Bright
Bar Division from Turbhe to Khopoii are under considerable progress.
The rationalisation measures taken by the Company are long term, where
in operation should gradually be strengthened further in the current
year. Visible progress is evident from the sales turnover achieved.
Your company has this year too maintained the sales growth rate of more
than 100% and achieved Sales Turnover of Rs. 60137.14 lakhs as against
the Sales Turnover of Rs. 29960.11 lakhs for the year 2010-11. The
profitability of the company has improved and the net loss has been
reduced from Rs. 1629.21 Lacs as of 31.03.2011 to Rs.781.04 Lacs as of
Taking into account the accumulated losses, the Directors regret their
inability to declare any dividend on Preference Shares as well as on
Equity Shares of the Company.
During the year, me Company has initiated customer meets world over and
has participated in leading International Trade fair for marketing
Stainless steel wires and bars. Exports of the Company during the year
under review accounted only to Rs. 1.19Lacs (previous year Rs. 288.82
As of 31.03.2011 the company has secured debts of Rs. 6298.20 lacs
under the Corporate Debt Restructuring Scheme approved by CDR and
accepted by the various tenders. During the period under review the has
paid substentialy and reduced the CDR Secured Debts to RS. 884.89 lacs.
The Company has paid full and final dues of Oriental Bank of Commerce
Ltd, Punjab and Sindh Bank Ltd and International Asset Reconstruction
Company Ltd. New India Assurance Company Limited and General Insurance
Company Limited have assigned their debt to Kotak Mahindra Bank
Limited. The Company has also issued and allotted 0.01% Cumulative
Redeemable Preference shares of Rs.10/- each to New India Assurance
Company Limited as per the CDR scheme. The company has paid the
principle outstanding of the Asset Reconstruction Company of India Ltd.
Durng the year under review, the Hon'' High Court Bombay had passed an
ex-parte order in the Company petition filed by one of the creditors of
the Company for Rs. 3.47 lacs, due to non appearance of the Lawyer
appointed by the Company. The Company had filed an application and
contested for disposal of the Company Petition as withdrawn and
set-aside of the said order. The Company application was allowed,
heared from time to time & finally disposed off as withdrawn on 10th
April,2012. Simultaneously, the Company petition pending before The
Hon'' High Court since long has been disposed off as withdrawn upon
payment of Rs. 350 Lacs to Commerzbank.
INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956
Information relating to conservation of energy and technology
adsorption as required under section 217 (1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rues, 1988, is given in Annexure and forms
part of this report.
The Company has not accepted any Fixed Deposits from the public.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm :
(i) that in the preparation of the annual accounts for ''the year ended
31st March 2012, The applicable accounting standard hoc been followed
along with proper explanation relating to material departures, if any;
(ii) that appropriate accounting policies have been selected and have
been applied consistently, they have 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 as at 31st March 201 2 and of the loss
of the Company for that period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assess of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) that the annual accounts have been prepared on a going concern
During the year under review, Mr. Bimal Desai and Mr. Neeraj Agarwala
will retire by rotation at the ensuing Annual General Meeting, and
being eligible, offers themselves for re-appointment. Mr. Mahesh Kedia
& Mr. Caurav Chhabria are appointed as alternate Director to Mr. Bimai
Desai & Mr. S. P. Khosla effective 29th May,2012.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on the Management Discussion and Analysis forms part
of this Report.
The Company has implemented the provisions of Clause 49 of the Listing
Agreement relating to the Corporate Governance requirements. A Report
on Corporate Governance, the Report of Auditors Certificates thereof
and Management Discussion and Analysis are given as annexure to this
EMPLOYEES'' STOCK OPTION SCHEME
Members'' approval was obtained at the Extra-ordinary General Meeting
held on June 5, 2006 for introduction of Employees Stock Option Scheme,
formulated in accordance with Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 (''the SEBI Guidelines''). The Remuneration Committee
was to administer and monitor the Scheme. Initially, 30,00,000 equity
shares were issued for this Scheme. As no options were granted, your
Board of Directors, have cancelled the shares so issued under the
Scheme during the year under review. Hence, no disclosures as
stipulated under the SEBI Guidelines, as at March 31, 2012, are
Messers Thanawala & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and they being eligible, offer themselves for
re-appointment as Auditors of the Company.
M/s. Vishesh N. Patani, Cost Accountants, Mumbai have furnished a
Certificate of their eligibility for re-appointment Under Section
224(1-Bj 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 2012-2013, subject to the approval of the Central Government.
Interest free Funds available with the Company from the related parties
are in excess of the loans & advances given by the Company to the
The Company is in the process of getting the Details of trade creditors
to identify the micro, small and medium enterprises as per The Micro,
Small and Medium Enterprises Development Act, 2006 so as to quantify
the amount of overdue interest payable to them, if any.
The Industrial relations have been cordial and peaceful during the year
under review. The Directors wish to place on record their appreciation
of the devoted and dedicative services rendered by employees at all
levels and look forward to their continued support and co-operation in
the days to come.
The Directors express their appreciation for cooperation and
encouragement received from all the Business Associates. Dealers, CDR
Cell, Financial Institutions, Bankers, Insurers and Shareholders during
the year under review.
By order of the Board of Directors
Ashwinkurnar H. Gupta
Date: May 29, 2012