The Board of Directors is pleased to present the 27th Annual Report
with Audited Accounts of the Company for the year ended 31st March
2011.
1. FINANCIAL RESULTS: (Rs. in lacs)
2010-2011 2009-2010
Net Sales and Income from Operations 81,224.71 85,195.09
Profit Before Depreciation and Tax 15,273.97 16,725.69
Less : Depreciation 3,999.46 3,688.23
Profit Before Tax 11,274.51 13,037.46
Less: Provision for Taxation
(including Deferred Tax Liability) 3,063.16 4,894.75
Profit After Tax 8,317.35 8,142.71
Add:Balance brought forward from
previous year 5,217.46 3,257.29
Amount available for appropriations 13,534.81 11,400.00
Appropriations:
General Reserve 5,000.00 5,000.00
Proposed Dividend with Dividend Tax 1,347.46 1,182.54
Balance carried to Balance Sheet 7,187.35 5,217.46
Total: 13,534.81 11,400.00
2. DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs.2.50 per
Equity Share (125%).
3. REVIEW OF OPERATIONS:
A. GENERAL
The year 2010 witnessed revival in the economies, both domestic as well
as global. Our country witnessed a strong GDP growth with a positive
outlook. However, as your Company caters to the oil & gas and the power
sectors primarily, where demand pick up during the first half of the
year under reviews was not very good, the performance of the Company in
terms of numbers has not been very positive. The major decisions
regarding investment in infrastructure namely oil & gas and power were
taken in second quarter onwards resulting into the finalization of
orders in the beginning of the third quarter onwards. As a result,
inspite of having the highest order booking in the history of the
Company, the same could not get converted into dispatches due to the
time required from order booking to dispatch.
B. FINANCIAL PERFORMANCE:
Despite a lower than expected performance in the first half due to
slower finalization of project application pipes and tubes orders from
majority of the key customers, the Company could achieve net income
from operations of Rs. 812.25 crores with a PBT of Rs. 112.75 crores
and PAT of Rs. 83.17 crores during the year under review compared to
net income of Rs. 851.95 crores with a PBT of Rs. 130.37 crores and
PAT of Rs. 81.43 crores during the previous financial year.
C. OPERATIONS:
During the year under review, there has been good domestic demand for
project application pipes & tubes, both for Stainless Steel as well as
Carbon Steel mainly from refineries and power projects and as a result,
majority of the capacities have been utilized optimally. Looking to a
good demand potential from power sector, the Company has undertaken
project to increase the capacity of SS Condenser Tubes which will be
commissioned during 2011-12. However, due to severe competition in the
domestic market in HSAW Pipes segment and very thin margins as a result
thereof, the Company could not utilize the capacities at optimum levels
in the line pipe segment. Similarly, utilization of capacities in
respect of some of the product segments of SS catering mainly to
refinery sector overseas remained low as the demand is still to pick up
in the global markets.
4. MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review is
set out as separate Annexure A forming part of this Report.
5. DIRECTORS:
In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the Articles of Association of the Company, Shri Shanti
M. Sanghvi is liable to retire by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting.
Shri Shanti M. Sanghvi is related to Shri Prakash M. Sanghvi and Shri
Jayanti M. Sanghvi, Directors of the Company.
6. CREDIT RATING:
CRISIL has reaffirmed AA- (AA minus) rating for Companys long-term
borrowings and P1+ (P1 plus) for short-term borrowings.
7. DEPOSITS:
Your Company has not invited or accepted any deposits from the
shareholders and public during the year within the meaning of Section
58(A) of the Companies Act, 1956.
8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given as Annexure B forming part
of this Report.
9. PARTICULARS OF EMPLOYEES:
The particulars of employees under the Companies (Particulars of
Employees) Amendment Rules, 2011 as amended up to date, which is
required to be included in the Directors Report pursuant to Section
217 (2A) of the Companies Act, 1956 is attached herewith as Annexure
‘C forming part of this Report.
10. AUDITORS:
M/s. Mehta Lodha & Company, Chartered Accountants, retire and are
eligible for re-appointment. Your Directors recommend their
re-appointment as Statutory Auditors of the Company until the
conclusion of the next Annual General Meeting of the Company at such
remuneration as may be fixed by the Members.
Looking to the size of the Company, Audit Committee and the Board of
Directors have decided to appoint another firm of Chartered Accountants
as Joint Statutory Auditors. Accordingly the Board of Directors
recommend to appoint M/s. Batliboi & Associates (Member of Ernst &
Young) as Joint Statutory Auditors of the Company with effect from the
Financial Year beginning from 1st April 2011 at such remuneration as
may be fixed by the Members.
11. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)
OF THE COMPANIES ACT, 1956:
The Board of Directors hereby state and confirm:
a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;
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
profits of the Company for that period;
c. that the 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
irregularities;
d. that the Directors have prepared the Annual Accounts on a ‘going
concern basis.
12. CORPORATE GOVERNANCE REPORT:
Your Company has been practising principles of good Corporate
Governance over the years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.
The Board has formulated Code of Conduct for all Board members and
Senior Management of the Company and they have affirmed compliance
during the year under review.
The Board has received CEO / CFO Certification under Clause V of the
Clause 49 of the Listing Agreement.
The Company has formulated Code of Conduct for prevention of Insider
Trading as required by SEBI
(Prohibition of Insider Trading) Regulations 1992. The code ensures
prevention of dealing in Companys shares by persons having access to
unpublished price sensitive information.
A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure D. Requisite Certificate from
the Statutory Auditors of the Company regarding compliance of Corporate
Governance as stipulated under the Clause 49 of the Listing Agreement
is annexed to the report of Corporate Governance.
13 EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)
As required by SEBI (Employees Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as
per Annexure E and forms part of this report.
During the year under review, the Company has allotted 4,31,575 Equity
Shares to the employees of the Company under the Employees Stock Option
Scheme 2006.
14. LISTING:
Shares of your Company continue to be listed on Bombay Stock Exchange
Ltd. and National Stock Exchange of India Ltd., Mumbai and Listing Fees
for the year 2011-12 have been paid to them.
Pursuant to Clause VI of the Securities & Exchange Board of India
(Delisting of Equity Shares) Regulations 2009, the Board of Directors
had submitted an application for voluntary delisting of its equity
shares of face value Rs.2/- from Ahmedabad Stock Exchange Ltd.
Accordingly Ahmedabad Stock Exchange Ltd. vide its letter dated 13th
October 2010 has delisted our equity shares with effect from 13th
October 2010.
15. ACKNOWLEDGEMENTS:
The Directors hereby place on record their commendation of the valuable
contribution by the employees. The Directors also express their
gratitude to the Shareholders, Customers, Suppliers, Banks and the
Central and State Governments for their unwavering support to the
Company.
For and on behalf of the Board of Directors
Place : Chhatral, Dist. : Mehsana Prakash M. Sanghvi
Date : 24th May 2011 Chairman
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