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Vaswani Industries
BSE: 533576|NSE: VASWANI|ISIN: INE590L01019|SECTOR: Steel - Sponge Iron
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Download Annual Report PDF Format 2014 | 2013 | 2012
Directors Report Year End : Mar '14    « Mar 13
Dear Members,
 
 The Directors take pleasure in presenting the Eleventh Annual Report on
 the business and operations of the company and its financial results
 for the year ended 31st March, 2014.
 
 FINANCIAL RESULTS
 
 Financial Results of the Company for the financial year ending 31st
 March 2014 are summarized below for your consideration:
 
                                                          (Rs. in Lacs)
 
 PARTICULARS                                   31-03-2014    31-03-2013
 
 REVENUE FROM OPERATIONS                         22637.98      21440.35
 
 PROFIT BEFORE INTEREST AND DEPRECIATION          1713.29       -299.40
 
 INTEREST                                         1073.20        943.78
 
 DEPRECIATION                                      548.78        524.76
 
 PROFIT BEFORE TAX & PRIOR PERIOD ADJ.              91.30      -1767.95
 
 PRIOR PERIOD ADJUSTMENT                             0.00          0.00
 
 NET PROFIT BEFORE TAX                              91.30      -1767.95
 
 PROVISION FOR TAXES                                88.37        630.05
 
 NET PROFIT AFTER TAX                                2.94      -1137.45
 
 TRANSFER TO GENERAL RESERVE                         0.00          0.00
 
 PERFORMANCE
 
 During the year under review, our Company has achieved sales revenue of
 Rs. 1197.63 lacs as thereby registering a marginal increase of 5.29%
 over the previous year. However, the company has gained profit in the
 recent year due to increase in sales volume and minimized the cost of
 the raw material, stores and consumables, fuel and power cost.
 
 FUTURE PROSPECTS
 
 The company is enduring to cope up with the recessionary trends in the
 market by cutting down the manufacturing cost. However, the directors
 as per last year''s report fulfilled the commitment of improving the
 situation and bring the profit in the current year.
 
 SAFETY
 
 The company continues to adopt safety measures to protect the health of
 workers. Company has complied with the measures to be taken regarding
 hazards or risks to safety and health from the production of iron and
 steel, including appropriate standards, codes and guidelines as
 prescribed, approved or recognized by the competent authority.
 
 Company has properly maintained workplaces, plant, equipment, tools and
 machinery, and also organized work in such a manner so as to eliminate
 and control hazards and risks in the production of iron and steel,
 which is in consistent with national laws and regulations.
 
 Company in consultation with workers and their representatives, looks
 after:
 
 (i) assessment of the hazards and risks to the safety and health of
 workers arising from the production of iron and steel,
 
 (ii) effective use of the information provided by the supplier of
 equipment or materials and from other reasonably available sources; and
 
 (iii) measures to reduce exposure to eliminate or control risks to
 safety and health identified in the above risk assessment.  
 
 POLLUTION CONTROL MEASURES
 
 The company has installed Waste Heat Recovery Boilers (WHRB) equipped
 with 3 kilns 100 X 3 MT per day capacity, which helps to generate 12 Mw
 power/hour preventing the waste, heat and fumes to dilute in the
 atmosphere. Emission Stream Pre-treatment (ESP) machines are
 implemented to filter the gases from the all the chimneys of the
 industry. Plantation is a vivacious step taken by the company to cover
 most of the area near the industry.
 
 INCREASE IN SHARE CAPITAL
 
 During the year under review, your company issued 1364500 (Thirteen
 Lacs Sixty Four Thousand Five Hundred) equity shares by way of
 preferential allotment and making total subscribed, issued and paid up
 equity share capital to Rs. 28,65,47,000 (Rupees Twenty Eight Crore
 Sixty-Five Lacs Forty Seven Thousand only) divided into 28654700 equity
 shares of Rs. 10/- each as on date of this report.
 
 DIVIDEND
 
 With a view to conserve the liquid resources and to strengthen the
 financial position of the Company, we have decided not to recommend the
 dividend for the financial year ended 31st March 2014.
 
 LISTING
 
 The Company is listed on Bombay Stock Exchange (BSE) and National Stock
 Exchange (NSE). The Annual Listing Fee for the year 2014-2015 had been
 paid to those Stock Exchanges where the company''s shares are listed.
 
 DIRECTORS
 
 Shri Yashwant Vaswani, Whole Time Director & Shri Pramod Vaswani, Whole
 Time Director are due to retire at the ensuing Annual General Meeting
 and being eligible, offer them for re-appointment as per sec 152 (6) of
 the Companies Act, 2013. None of the Directors of the Company are
 disqualified from being appointed as directors specified in section 184
 of the Companies Act, 2013.
 
 CONSERVATION OF ENERGY & TECHNICAL ABSORPTION & FOREIGN EXCHANGE
 EARNIING OUTGO
 
 In accordance with the requirements of section 134 (3) (m) of the
 Companies Act, 2013 read with the companies (Disclosure of Particulars
 in Report of Board of Directors) Rules 1988, a statement showing the
 information relating to the Conservation of Energy, Research and
 Development, Technology absorption and foreign exchange earnings and is
 enclosed in Form- A and should be treated as a part of this report.
 
 PROVISION FOR TAX
 
 Liability of tax have been determined on the basis of Accounting
 Standard - 22 which is accounting for taxes on income and accordingly,
 the tax expenses comprising of deferred tax liability have been
 calculated.
 
 PERSONNEL
 
 No employee was in receipts of remuneration exceeding the limits set
 out under Section 134 of the Companies Act, 2013.  
 
 AUDITORS
 
 The Auditors, M/s Sunil Johri & Associates, Chartered Accountants,
 Raipur will retire at the conclusion of the ensuing Annual General
 Meeting and they being eligible, have offered themselves for
 reappointment.
 
 The Company has received letter from the auditor to the effect that
 their re-appointment, if made, would be within the prescribed limits
 under Section 139 & 142 of the Companies Act, 2013 and that they are
 not disqualified for re-appointment within the meaning of Section 141
 of the said Act.
 
 During the year, the Central Government prescribed the Cost Accounting
 Records to be maintained by the Company and also mandated that Cost
 Audit of eligible products/services be carried out. Therefore, the
 Board had appointed M/s. S C Mohanty & Associates, Raipur as Cost
 Auditors for the year 2013-2014 pursuant to Section 148 of the
 Companies Act 2013.
 
 The Company has received letter from the Cost Auditor to the effect
 that their appointment and re-appointment, if made, would be within the
 prescribed limits under Section 141 of the Companies Act, 2013 and that
 they are not disqualified for re-appointment within the meaning of
 Section 148 read with section 139 and section 141 of the said Act.
 
 AUDITORS QUALIFYING REMARKS
 
 The notes to the accounts are self explanatory in respect of remarks of
 the auditors appearing in their report.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 Company has been practicing good Corporate Governance over the time. In
 addition to basic governance issue the board lays strong emphasis on
 transparency, accountability and integrity for building investor
 confidence, improving investor''s protection and maximizing long-term
 shareholder value.
 
 Pursuant to Clause 49 of the Listing Agreements with the Stock
 Exchanges, the followings form part of this Annual Report:
 
 (i) Managing Director''s declaration regarding compliance of Code of
 Conduct by Board Members and Senior Management personnel;
 
 (ii) Management Discussion and Analysis;
 
 (iii) Report on the Corporate Governance;
 
 (iv) Auditors'' Certificate regarding compliance of conditions of
 Corporate Governance.
 
 INDUSTRIAL RELATIONS:
 
 Industrial relations in the company during the year were peaceful,
 cordial and healthy. Company had been able to maintain peaceful
 industrial atmosphere and mutual trust between the management and the
 employees.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted Public Deposit within the meaning of
 Section 73 of the Companies Act, 2013 after complying necessary
 formalities. There are no overdue or unclaimed deposits.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement Under Section 134 (5) of the Companies Act
 2013, with respect to Directors, Responsibility Statement, it is hereby
 confirmed that:-
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) the directors 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 at the end of the financial year and of the profit and
 loss of the company for that period;
 
 (c) the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (d) the directors had prepared the annual accounts on a going concern
 basis; and
 
 (e) the directors, in the case of a listed company, had laid down
 internal financial controls to be followed by the company and that such
 internal financial controls are adequate and were operating
 effectively.
 
 ACKNOWLEDGEMENT
 
 The Board takes this opportunity to sincerely thank all its
 stakeholders namely, shareholders, customers, suppliers/contractors,
 bankers, employees, government agencies, local authorities, and the
 immediate society for their un-stinted support and co- operation during
 the year.
 
                             For and on behalf of the Board of Directors
 
                                             Ravi Vaswani
 Raipur, 30th May 2014             (Chairman & Managing Director)
Source : Dion Global Solutions Limited
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