The Directors present herewith their 20th (Twentieth) Annual Report of
your Company together with the Audited Annual Accounts of the Company
for the year ended 31st March, 2012.
FINANCIAL RESULTS
The financial performance of the Company for the Year ended 31st March,
2012 is summarized as below:-
(Rs. In Lacs)
Particulars Year Ended on Year Ended on
31.03.2012 31.03.2011
Income / Receipts from Operations 11638.55 7491.66
Other Income 363.79 238.69
Total Income 12002.34 7730.36
Earning Before Financial Charges,
Depreciation, and Taxation (EBITDA) 489.65 332.67
Financial Charges 247.47 109.36
Depreciation 79.89 37.65
Profit Before Tax (PBT) 162.29 185.65
Less: Provision for Taxation including
Deferred 59.69 18.47
Profit After Tax (PAT) 102.59 167.18
Profit Brought Forward from Previous Year 467.55 310.99
Profit Available for Appropriation 570.14 478.17
Transfer to Tonnage Tax Reserve - 10.62
Balance Carried to Balance Sheet 570.14 467.55
OPERATIONS REVIEW
During the year under review, Your Company has maintained its excellent
pace of growth reflected by the significant rise in Turnover, Net
Profit, EBITA. The driving areas of the Company were Ship Recycling
Unit which has achieved substantial increase in term of Turnover. The
decrease in Profit in the Current financial year is due to non
favorable exchange fluctuation in the last quarter of the accounting
year.
LIQUIDITY
We maintain sufficient cash to meet our strategic objectives. We
understand that liquidity is necessary to cover Business and Financial
risks. Excess funds are invested in deposits with Bank having special
rates of interest or by providing short Terms Loan and Advances to
parties which is receivable on demand so that funds are readily
available at any time period to meet requirement of our business.
EQUITY SHARE CAPITAL
During the year, the Company had issued 64, 38,227 Equity shares of Rs.
10/- each at a premium of Rs. 30 /- per share in June 2011 by way of
Initial Public Offer. Your Company''s shares were listed on the Bombay
Stock Exchange Limited (BSE) on 14th June, 2011. The issue was
subscribed by about 1.46 times. As a result of this paid up equity
shares increased from 10035164 to 16473391 Equity shares as at 31st
March, 2012
DIVIDEND
Looking to future requirements of funds for business operations of the
Company, the directors have not recommended any dividend for the
Financial Year 2011-12
FUTURE PROSPECTUS
The business activity of Ship-breaking industry at Alang Ship Breaking
Yard is likely to increase substantially in view of favorable
availability of second hand ships and demand of ship-recycled material.
However after October 2011 to till today there is drastic depreciation
in Indian Rupee against Dollar, which will cause buying of ship costly
and ultimately affect on Profit of our business.
Our Company is also optimistic that with the stabilization in price for
the old ship in the international markets and in the sale price of
recycled products in the domestic market, the Company will be able to
improve the turnover and the profitability ratios in the coming years.
In view of modernization and expansion of various ports in Gujarat, the
Company is optimistic of substantial rise in off-shore services
activity. The Company is exploring possibility to increase off-shore
activities in the near future.
DIRECTORS
Mr Ajit Kumar Jain has shown his unwillingness to act as Managing
Director of the Company and has given his resignation to the Board of
Directors on 16th May, 2012. Further he has also given his consent to
act as Director of the Company. The Board accepts his Change of
Designation from the Managing Director to Director in their Meeting
held on 20th July, 2012.
Mr. Manoj Kumar Jain was appointed as Director of Company on 1st April,
2008. The Company has received a notice from member of the Company in
writing pursuant to Section 257 of the Companies Act, 1956, proposing
his candidature for the office of Managing Director.
Mr Manoj Kumar Jain is also a Member of ICAI. He is having over 10
years of experience in various fields such as finance, taxation
consultancy and ship recycling and off shore Industrial and other
business activities. He is examining and advising on Purchase of Old
ships and finalizes the deals with the suppliers. He is also guiding on
off shore activities and is arranging finance for the business of the
company. He plays a major role in providing strategic guidance to our
Company. He will be supervising the functional heads and responsible
for the overall operation and growth of our Company.
The Board of Directors of the company at their meeting held on 20th
July, 2012 appointed him as Managing Director for the period of five
years with effect from 20th July, 2012 subject to approval of the
members.
Mr. Hitesh Loonia and Mrs. Sangeeta Jain are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for re-appointment. None of the Directors of the
company are disqualified under section 274(1) (g) of the Companies Act,
1956 from being appointed as a Director of any public company. The
Board recommends their reappointment for your approval.
Brief resumes of the above Directors, nature of their expertise in
specific functional areas and names of the Public Limited Companies in
which they hold Directorships and Memberships / Chairmanships of
Committees of the Board and their shareholding in the Company, as
stipulated under Clause 49 of the Listing Agreement are given in the
Report on Corporate Governance forming part of the Annual Report
REGISTERED OFFICE
Your Directors believe that it is in the interest of the Company to
change the registered office to Ahmedabad as it would result in
efficient management of the operations. Hence the registered office of
the Company has been changed to 808/ C Pinnacle Business Park,
Corporate Road, Prahladnagar, Ahmedabad-380015 (Gujarat) from 2nd Floor
''Jain House'', Opp. Vitthalwadi, Bhavnagar-364003. The Board of Director
approved the Draft Postal Ballot Notice by passing resolution in their
Meeting held on 20th July, 2012. The Result of Postal Ballot will be
declared on 10th September, 2012 i.e. on date of Annual General
Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, the
Directors confirm that:
a) In the preparations of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the same;
b) Appropriate accounting policies have been selected and applied
consistently and such judgments & estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the Profit of
the Company for the accounting year ended on that date;
c) Proper and sufficient care has been taken 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; and
d) The Annual Accounts of the Company have been prepared on a going
concern basis.
RISK MANAGEMENT
The Company is exposed to the risk from the market fluctuations of
foreign exchange as well as the fluctuation in the price of iron and
steel. The Company''s raw material is old ship, which is purchased from
the international market on credit ranging up to 180 days to 360 days.
Though the Company is not hedging or covering the foreign exchange
requirement, the Company is regularly monitoring the foreign exchange
movement and suitable remedial measures are taken as and when felt
necessary. Though the Company is employing such measures, the Company
is still exposed to the risk of any foreign exchange fluctuation.
Likewise, the Company''s finished products are mainly re-rollable scrap
generated from ship breaking and the price of the same is linked to the
market rate for iron and steel. Any ups and downs in the price of the
iron and steel will affect the profitability of the Company. The
Company keeps a watch on the movement of scrap prices and accordingly
decides its policy regarding purchase of ships and sale of scrap.
DISCLOSURES UNDER SECTION 217(1) (d) OF THE COMPANIES ACT, 1956
Except as disclosed elsewhere in this report, there are no material
changes and commitments which can affect the financial position of the
Company occurred between the end of the financial year and the date of
this report:
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORBTION, FOREIGN EXCHNGE EARNINGS AND OUTGO
Information 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 related to Conversation of Energy,
Technology Absorption, Foreign Exchange Earnings and outgo for the
financial year ended 31st March 2012 are given in Annexure -1 attached
hereto and forming part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under the provisions of Clause 49 (IV) (f) of Listing
Agreement, a detailed review of the operations, performance and future
outlook of the Company and its business is given in the Management''s
Discussion and Analysis Report which form of this Report as Annexure -
II
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be provided under Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as amended.
CORPORATE GOVERNANCE REPORT
We adhere to the principal of Corporate Governance mandated by the
Securities and Exchange Board of India (SEBI) and have implemented all
the prescribed stipulations. As required by Clause 49 of the Listing
Agreement, a detailed report on Corporate Governance forms part of this
Report as Annexure - III. The Auditors'' Certificate on compliance with
Corporate Governance requirements by the Company is attached.
AUDITORS
The present Statutory Auditors of the Company, M/s. K. Solanki & Co.,
Chartered Accountants, Ahmedabad, retire as Statutory Auditors at the
conclusion of this Annual General Meeting. They are eligible for
re-appointment and the Company has received a Certificate from them
that their re-appointment, if made, would be within the limits under
Section 224 (1B) of the Companies Act, 1956 and that they are not
disqualified for such an appointment within the meaning of sub-sections
(3) and (4) of Section 226 of the Companies Act, 1956. Their
reappointment is recommended by the board.
AUDITORS'' REPORT
Notes to the accounts, as referred in the Auditors Report, are
self-explanatory and therefore do not call for any further comments and
explanations.
FIXED DEPOSITS
During the year ended on 31st March 2012, the Company has not accepted
any Fixed Deposits from public under Section 58A & 58AA of the
Companies Act, 1956 read with the Companies (Acceptance of Deposits)
Rules, 1975.
CAUTIONARY STATEMENT
Statements in the Directors Report and the Management discussion &
Analysis describing the Company''s objectives, expectations or
predictions may be forward looking within the meaning of applicable
securities laws and regulations. Actual results may differ materially
from those expressed in the statement. Important factors that could
influence the Company''s operations include global & domestic demand and
supply conditions affecting selling prices, new capacity additions,
availability of critical materials and its cost, changes in government
policies and tax laws, economic development of the country and such
other factors which are material to the business operations of the
Company.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude, the commitment and
dedication of the employees, their untiring personal efforts and
collective contributions at all levels that has led to the growth and
success of the Company. The Directors would also like to thank other
stakeholders including banks and business associates who have continued
to provide support and encouragement to the Company.
For and on Behalf of Board of Directors
Place : Bhavnagar Sd/-
Date : July 20, 2012 MANOJ KUMAR JAIN
MANAGING DIRECTOR |