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Ratnamani Metals and Tubes Directors Report, Ratnamani Metal Reports by Directors
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Ratnamani Metals and Tubes
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« Mar 10
Directors Report Year End : Mar '11
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
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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