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Vaswani Industries Directors Report, Vaswani Ind Reports by Directors
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Vaswani Industries
BSE: 533576|NSE: VASWANI|ISIN: INE590L01019|SECTOR: Steel - Sponge Iron
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VOLUME 11
Download Annual Report PDF Format 2013 | 2012
Directors Report Year End : Mar '13    « Mar 12
The Directors take pleasure in presenting the Ninth Annual Report on
 the business and operations of the company and its financial results
 for the year ended 31st March, 2013.
 
 FINANCIAL RESULTS
 
 Financial Results of the Company for the financial year ending 31st
 March 2013 are summarized below for your consideration:
 
                                                  (Rs.In Lacs)
 
 PARTICULARS                          31-03-2013   31-03-2012
 
 REVENUE FROM OPERATIONS                21440.35    22,012.71
 
 PROFIT BEFORE INTEREST AND
 DEPRECIATION                            -299.40     1,783.98
 
 INTEREST                                 943.78     1,068.42
 
 DEPRECIATION                             524.76       518.06
 
 PROFIT BEFORE TAX & PRIOR PERIOD
 AD],                                   -1767.95        97.50
 
 PRIOR PERIOD ADJUSTMENT                    0.00         9.00
 
 NET PROFIT BEFORE TAX                  -1767.95       188.50
 
 PROVISION FOR TAXES                      630.05        79.35
 
 NET PROFIT AFTER TAX                   -1137.45       109.15
 
 TRANSFER TO GENERAL RESERVE               0.00         10.92
 
 PERFORMANCE
 
 The fiscal year under review was a very crucial year for the steel
 industry. Steel manufacturer''s especially domestic steel manufacturing
 suffered heavily due to high input prices such as of power and iron ore
 without corresponding increase In selling prices of finished products
 resulting into lower realizations.
 
 During the year under review despite adverse factors, the Company has
 achieved sales revenue of Rs. 214.40 crores as against Rs.220.12 crores
 in the previous year thereby registering a marginal decrease of 2.6%
 over the previous year. However, the company has suffered a loss as
 against profit in the previous year due steep prices in the raw
 material, stores and consumables, fuel and power cost. The company is
 procuring coal from outsources.
 
 The company is enduring to cope up with the recessionary trends in the
 market by cutting down the manufacturing cost. The present economic
 recession will continue for some more time. The current year may not
 much improve the profitability. However, the director are very
 optimistic that barring unforeseen circumstances, the company will come
 out the present situation in the next 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
 
 (Mi) 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 UN SHARE CAPITAL
 
 During the year under review, your company Issued 1299500 (Twelve Lacs
 Ninety Nine Thousand Five Hundred) equity shares by way of preferential
 allotment and making total subscribed, issued and paid up equity share
 capital to Rs. 27,29,02,000 (Rupees Twenty Seven Crore Twenty Nine Lacs
 two Thousand only) divided into 27290200 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 2013.
 
 LISTING
 
 The Company is Listed on Bombay Stock Exchange (BSE) and National Stock
 Exchange (NSE) . The Annual Listing Fee for the year 2012-2013 had been
 paid to those Stock Exchanges where the company''s shares are listed.
 
 DIRECTORS
 
 Shri Sanjay Jadhwani, Independent Director & Shri Yashwant Vaswani,
 Whole Time Director Director are due to retire at the ensuing Annual
 General Meeting and being eligible, offer themselves for
 re-appolntment. None of the Directors of the Company are disqualified
 from being appointed as directors specified in section 274 (1) (g) of
 the Companies Act, 19S6.
 
 CONSERVATION OF ENERGY ft TECHNICAL ABSORPTION ft FOREIGN EXCHANGE
 EARNIING PPTGP
 
 In accordance with the requirements of section 217 (i) (e) of the
 Companies Act, 1956 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.
 
 PERSONNEL
 
 No employee was in receipts of remuneration exceeding the limits set
 out under Section 217 (2A) of the Companies Act, 1956.
 
 AUDITORS
 
 The Auditors, M/s Sunil John & 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 224(1B) of the Companies Act, 1956 and that they are not
 disqualified for re-appolntment within the meaning of Section 226 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 2011- 12 and also for 2012-13 pursuant to Section
 233B of the Companies Act 1956.
 
 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 224(1B) of the Companies Act, 1956 and
 that they are not disqualified for re-appolntment within the meaning of
 Section 233B (5) read with section 224 and section 226 (3) & (4) of the
 said Act
 
 AUPITQRS 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;
 
 (it) Management Discussion and Analysis;
 
 (iii) Report on the Corporate Governance;
 
 (iv) Auditors'' Certificate regarding compliance of conditions of
 Corporate Governance.
 
 INPUSTRIAL 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 58A of the Companies Act, 1956 after complying necessary
 formalities.  There are no overdue or unclaimed deposits.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 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 2013     (Chairman & Managing Director)
Source : Dion Global Solutions Limited
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