Dear Members,
The directors have pleasure in presenting 25th Annual report of the
Company together with the financial statements for the year ended March
31,2015.
FINANCIAL SUMMARY:
The financial highlights for the year under review are as follows:
(Amount in Rs.)
Year Ended Year Ended
Particulars 31.03.2015 31.03.2014
Sales - Gross 3,304,351,022 3,207,156,937
Profit after Interest &
Depreciation 14,072,340 17,994,272
Provision for Tax 11,384,343 5,771,370
Profit after Tax 2,687,997 12,222,902
Add: Taxation Adjustments of
Previous Years - -
Add: Balance of Profit brought from
previous year 2,687,997 10,275,797
Profit available for Appropriation 2,687,997 12,222,902
APPROPRIATIONS
Equity Dividend Proposed (Final) - -
Dividend Distribution Tax (Final) - -
Transfer to General Reserve - -
Balance Carried Forward 2,687,997 12,222,902
COMPANY''S PERFORMANCE:
Your Company is engaged in the manufacture and supply of Iron & Steel
products. As expected, the financial year 2014 - 15 remained
challenging for the company in achieving production and sales volume.
The company''s branded steel products for quality at competitive prices
and the management''s strategic decisions have helped the company to
perform well even at the adverse market conditions for Steel.
During the year, the turnover was Rs. 3,304,351,022/- as against Rs.
3,207,156,937/- for the previous year. The profit before tax of was Rs.
14,072,340 /- as against Rs. 17,994,272/- for the previous year. No
transfer of profit to the General reserves under review.
DIVIDEND:
The Board of Directors has not recommended any dividend for the
financial year. (Previous year: NIL).
MANAGEMENT DISCUSSION & ANALYSIS:
A detailed analysis on the performance of the industry and the Company
is provided in the Management Discussion and Analysis report as
Annexure I and forms an integral part of this report.
In accordance with Section 134(5) of the Companies Act, 2013, your
Board of Directors confirms 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 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
MEETINGS OF THE BOARD:
During the year, Five Board meetings were held under review.
DIRECTORS:
Mr. Kanishk Gupta who retires by rotation and being eligible seeks for
re-appoinment at the ensuing AGM of the company.
Mr. Vishal Keyal has been re-appointed as whole-time Director of the
company effective from May 29,2015 for five years and seeks members''
approval at the ensuing AGM of the company.
Ms.R.Maheswari was appointed as an Additional Director in the capacity
of women and Independent Director on the Board with effect from March
31,2015. The Board seeks members'' confirmation for appointment of Ms.
R.Maheswari as an Independent Director of the Company at the ensuing
AGM of the company.
All the Independent Directors have given the declarations pursuant to
Section 149(7) of the Companies Act, 2013 affirming that they meet the
criteria of independence as provided in section 149(6) of the Companies
Act, 2013.
KEY MANAGERIAL PERSONNEL (KMP):
Mr.Vishal Keyal, whole time Director was designated as Chief Financial
Officer (CFO) of the company effective from March 31,2015.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Sub-rules (1) to (3) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement is enclosed in Annexure II.
CORPORATE GOVERNANCE:
Your Company is compliant with the Corporate Governance guidelines as
prescribed in Clause 49 of the Listing Agreement. Detailed report on
the compliance and a certificate by the Statutory Auditors form part of
this report as Annexure III.
AUDITORS AND AUDITORS'' REPORT:
M/s. Chaturvedi & Company, Chartered Accountants, Chennai, the auditors
of the Company holds office till the conclusion of 27th Annual General
Meeting and being eligible, seeks ratification by members for their
appointment at the ensuing AGM of the company.
There are no qualifications, reservation or adverse remark or
disclaimer made by the auditors in their report and thus the
explanations or comments by the Board does not arise.
COST AUDITOR:
The Board appointed M/s. Vivekanandan & Unni Associates, Cost
Accountants as Cost Auditors of the company for the financial year
2015-16 to carry out the cost audit of Company''s records of the company
at a remuneration of Rs.60,000/-. The Board seeks members'' approval for
remuneration to cost auditors at the ensuing AGM of the company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
The company did not give any loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Corporate Governance Report contains relevant details on the nature
of Related Party Transactions (RPTs) and the policy formulated by the
Board on material RPTs. Particulars of Contracts or Arrangements with
the related parties referred to in Section 188(1) of the Companies Act,
2013 is furnished in accordance with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC - 2 as Annexure IV.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year i.e., 31st
March, 2015 and the date of the Report i.e., May 30, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, as required under
section 134 (3) (m) of the companies Act,2013, read with the Companies
(Accounts) Rules,2014, is given in Annexure V and forms part of this
Report.
ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is enclosed and marked as Annexure VI.
REMUNERATION POLICY:
The Remuneration policy of the Company provided in the Corporate
Governance Report that forms an integral part of this report.
SECRETARIAL AUDIT:
M/s.S.Dhanapal Associates, a firm of Company Secretaries, Chennai had
been engaged for the services of Secretarial audit for the financial
year 2014-15 pursuant to Section 204 of the Companies Act,2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014. The Secretarial audit report in Form
No.MR-3 is enclosed in Annexure VII. The Company is taking necessary
steps to comply.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The company has established a vigil mechanism for directors and
employees to report genuine concerns pursuant to section 177 of the
Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules 2014 and clause 49 of the Listing Agreement.
DEPOSITS:
During the year under review, the Company has not accepted any
deposits.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE COMPANY:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
BOARD EVALUATION:
An evaluation on the performance of the Board is providedin the
corporate governance report that forms an integral part of this report
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company is not covered under section 135 of the Companies Act,2013
and formulation of CSR policy and constitution of a CSR committee did
not arise.
CEO/ CFO CERTIFICATION:
Mr. Ravi Kumar Gupta, Chairman and Managing Director and Mr.Vishal
Keyal, Whole-time director and Chief Financial Officer have certified
to the Board in terms of under the Listing Agreement.
ACKNOWLEDGEMENT:
Your directors place on record their great appreciation of the fine
efforts of all Executives and Employees of the Company which was
instrumental in achieving profitable financial results in a difficult
year. Your directors also express their sincere thanks to various
Departments of Central Government, Government of Tamilnadu, TNEB, State
Bank of India, Corporation Bank, the Customers, Shareholders and other
stakeholders for continuing support and encouragement.
For and on behalf of the Board of Directors
Date: May 30, 2015 RAVI KUMAR GUPTA.
Place: Chennai Chairman & Managing Director.
