To the Members,
The Directors take pleasure in presenting the Twelfth Annual Report of
the Company together with the Audited Statements of Accounts for the
year ended March 31, 2011.
FINANCIAL RESULTS:
The performance of the Company during 2010-2011 is summarised below:
(Rs. in Lakhs)
PARTICULARS 2010-2011 2009-2010
Total Income 115609.10 69697.92
Total Expenditure (excluding
Depreciation and Interest) 106922.88 65042.03
Profit before Interest & Depreciation 8686.22 4655.89
Less: Interest and other financial
charges 4792.16 3159.40
Depreciation 1114.09 318.11
Profit before Prior period items 2779.97 1178.38
Less/(Add): Expenditure pertaining to
previous year 44.83 1.26
Profit before Tax 2735.14 1177.12
Less: Provision for Tax
- Current Tax and Earlier Year Taxes 897.38 176.57
- Deferred Tax 616.71 504.51
- MAT Credit Entitlement (478.61) -
Profit after Tax 1699.66 496.04
Profit brought forward from previous year 2876.00 2410.60
Profit available for Appropriation 4575.66 2906.64
Appropriations:
Proposed Dividend on Preference Shares 5.64 5.64
Tax on Dividend as above 0.85 -
Transfer to General Reserve 100.00 25.00
Balance carried forward 4469.17 2876.00
Review of Operations:
The Company achieved a turnover of Rs. 1156.09 crores for the year
ended 31 st March, 2011 as against Rs. 696.98 crores in the previous
year. The Company earned a Gross Profit of Rs. 86.86 crores before
interest and depreciation as against Rs. 46.56 crores in the previous
year. After deducting interest of Rs. 47.92 crores, providing a sum of
Rs. 11.14 crores towards depreciation, tax provision of Rs. 8.97 crores
and after adjusting deferred tax and MAT Credit, the operations
resulted in a Net Profit of Rs. 16.99 crores as against Rs. 4.96 crores
for the previous year.
The company''s manufacturing activity was higher during the year under
review and coupled with the increase in prices of steel products
resulted in higher turnover and higher net profit when compared to
previous year.
During the year under review, the company continued with low level of
operations at the Steel Melting Division at Kothapeta unit as the input
costs continued to be high throughout the year. The Company sold the
unutilised power produced from the Captive Power Plant.
The setting up of the 2,40,000 SMS plant in the premises of GASL
(India) Limited was completed during the year under review and the
commercial production commenced in August'' 2010.
As informed in the last Annual report, the Company has promoted
Simhadri Power Limited (SPL) as a Special Purpose Vehicle (SPV) which
will set up the 60 MW waste heat recovery based power generation unit
in which the Company shall hold not less than 26% equity in SPL and 51%
of the power generated will be captively consumed by the units of the
Company. The proposed power plant is being set up at Malliveedu, L.Kota
Mandal, Vizianagaram District, Andhra Pradesh and the setting up of the
Power plant is in progress as per the schedule and the commercial
production is expected as per schedule in October 2012. During the year
under review, the Company has invested Rs. 16.69 crores in M/s.
Simhadri Power Limited by subscribing to 1,66,87,066 Equity shares of
Rs. 10/- each fully paid.
The acquisition of GSAL (India) Limited is in progress with the DRS
being filed with the Hon''ble BIFR for its consideration. Subject to
the approval of the Hon''ble BIFR, the proposal inter-alia is for merger
with the Company in line with the revised Scheme of Amalgamation
already approved by the members through Postal Ballot held on 23rd
March 2011.
DIVIDEND:
The Board has, subject to the approval of the Members at the ensuing
Annual General Meeting, recommended a dividend at the stipulated rate
of 10.25 % on 5,50,400 Preference Shares of Rs. 10/- each of the
Company for the year ended 31st March, 2011.
To conserve the resources for funding the expansion plans, the Board
has deemed it prudent not to recommend any dividend on the Equity
Shares of the Company for the year ended 31 st March, 2011.
TRANSFERTO RESERVES:
The Company transferred Rs. 100 Lakhs to the General Reserve out of the
amount available for appropriation and Rs. 44.69 crores is retained in
the Profit and Loss Account.
ISSUE OF SHARES AND SHARE WARRANTS:
During the year under review, the Company, on 23rd July, 2010 has
allotted 35,50,000 equity shares of Rs. 10/- each at a price of Rs.
37/- (Rupees Thirty Seven) per share and also 40,00,000 share warrants
at a price of Rs. 38/- (Rupees Thirty Eight) per warrant on
preferential basis to M/s Umashiv Garments Private Limited belonging to
Promoter Group pursuant to the members'' approval obtained in the
Extraordinary General Meeting held on 9th July, 2010. Each of these
warrants is convertible into 1 (one) Equity Share of par value of Rs.
10/- each at the option of the Warrant holder within 18 months from the
date of their allotment.
During the current year 2011 -12, the Company, on 8th April, 2011 has
allotted 40,00,000 equity shares of the Company at a price of Rs. 28/-
(Rupees Twenty Nine) per share consequent upon conversion of share
warrants which were allotted on 23rd July 2010 on preferential basis to
M/s Umashiv Garments Private Limited (Promoter Group Company).
During the current year 2011-12, the Company, on 8th April, 2011 has
allotted 51,00,000 share warrants of the Company at a price of Rs. 45/-
(Rupees Forty Five) per share warrant on preferential basis to M/s
Umashiv Garments Private Limited (Promoter Group Company) pursuant to
the members'' approval obtained through Postal Ballot. Each of these
warrants is convertible into 1 (one) Equity Share of par value of Rs.
10/- each at the option of the Warrant holder within a period of 18
months from the date of allotment (i.e latest by 7th October, 2012).
The amount raised through the issue was fully utilised for the proposed
expansion plans of the Company.
CAPITAL STRUCTURE:
During the year under review, the paid up equity share capital of the
Company was increased from Rs. 393,000,000 to Rs. 428,500,000
comprising of 42,850,000 Equity Shares of Rs. 10/- each with the issue
and allotment of 3,550,000 (Thirty five lakh fifty thousands) Equity
Shares of Rs. 10/- each of the Company on 23rd July, 2010.
During the Current year 2011-12, the paid up equity share capital of
the Company has increased from Rs. 428,500,000 to Rs. 468,500,000
comprising of 46,850,000 Equity Shares of Rs. 10/- each with the
allotment of 4,000,000 (Forty Lakhs) Equity Shares of Rs. 10/- each of
the Company consequent upon conversion of the share warrants on 8th
April, 2011,
DIRECTORS:
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. C. Siva Prasad and Mr. K.
Krishna Rao retire by rotation and being eligible, offer themselves for
re-appointment.
During the year under review, M/s Andhra Pradesh Development
Corporation (APIDC) has nominated Mr. V. Nagf Reddy, IAS as its nominee
in the place of Mr. Vinod Kumar Agrawal, IAS with effect from 20th
August, 2010. The Board placed on record its appreciation for the
services rendered by Mr. Vinod Kumar Agrawal.
During the current year 2011-12, M/s Andhra Pradesh Development
Corporation (APIDC) has nominated Mrs. Nilam Sawhney, IAS as its
nominee in the place of Mr. V. Nagi Reddy, IAS with effect from 7th
July, 2011.
FUTURE OUTLOOK:
The long term outlook of the Steel Industry continues to be promising
and challenging. With increased manufacturing base, your Company
expects to better the revenues with improved margins.
REPORT ON SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
The Company has no subsidiaries for the year under review and hence the
report on subsidiaries and consolidated financial statements and the
statement pursuant to Section 212 of the Companies Act, 1956 are not
applicable to the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) they 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 profit of the
Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis.
REPORT ONTHE CORPORATE GOVERNANCE:
Your Company continues to follow the principles of good Corporate
Governance. In pursuance of Clause 49 of the Listing Agreement entered
into with the Stock Exchanges, a separate report on Corporate
Governance along with a certificate from the Auditors of the Company
regarding its compliance is annexed herewith and forms part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis report as required under the
Listing agreement entered into with the Stock Exchanges is annexed
herewith and forms part of this Report.
AUDITORS and AUDITORS'' REPORT:
M/s Pavuluri& Co, Chartered Accountants, the Company''s Auditors will
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment and have expressed their willingness to act
as Auditors of the Company, if appointed, and have further confirmed
that the said appointment would be in conformity with the provisions of
Section 224 (1B) of the Companies Act, 1956.
The Notes to Accounts forming part of the financial statements are
self-explanatory and need no further explanation. There are no
qualifications or adverse remarks in the auditors'' report which require
any clarification or explanation.
COST AUDITORS:
During the Current year 2011-12, in terms of Section 233B of the
Companies Act, 1956 and as per the directives of the Central Government
vide circular F. NO. 52/26/CAB-2010; dated the 3rd May, 2011, M/s DZR &
Co., Cost and Management Accountants, Hyderabad are appointed as the
Cost Auditors of the Company to conduct cost audit for the financial
year 2011 -12 subject to the approval of Central Government.
FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the Public within
the meaning of Section 58-A, of the Companies Act, 1956 and the rules
made there under during the financial year under review and, as such,
no amount on account of principal or interest on Fixed Deposits was
outstanding as on 31st March, 2011.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration for
whole/ part of the year exceeding the limits as prescribed under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
Information required under 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, as amended from time to time, forms
part of this report. However, as per the provisions of Section 219 (1)
(b) (iv), the report and the accounts are being sent to all members of
the Company excluding the information relating to conservation of
energy, technology absorption and foreign exchange earnings and outgo.
Any member interested in obtaining such particulars may inspect the
same in the Registered Office of the Company or write to the Company
Secretary for a copy.
INDUSTRIAL RELATIONS:
The Industrial relations have been cordial through out the year under
review and your Directors wish to place on record their sincere
appreciation for the dedication, commitment and teamwork of employees
at all levels, who have been instrumental in enabling your Company to
achieve higher growth levels during the year.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their appreciation for
the continued support and assistance received from the Company''s
Bankers. The Directors also thank the Business Associates, Financial
Institutions and various Central and State Government Departments and
Government Authorities for their continued co-operation and support.
The Directors also wish to place on record their gratitude for the
continued support and cooperation received from the valued Customers,
Vendors, Members, and Investors of the Company and look forward to the
same in greater measure in the coming years.
For and on behalf of the Board of Directors
Place: Malliveedu, LKota (Mandal) B. SATISH KUMAR
Date:August 27, 2011 Chairman & Managing Director
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