| Dear Members,
The Directors have pleasure in presenting the 27th Annual Report &
Audited Accounts of your Company for the year ended 31st March 2014.
FINANCIAL HIGHLIGHTS
The salient features of the Company's working are as under:-
Particulars Current year Previous Year
(2013-14) (2012-13)
(Rs. in lacs) (Rs. in lacs)
Sales (Including Excise) 498.32 642.82
Other Income from operations 54.58 46.92
Total 552.90 689.74
Profit/(Loss) before Interest,
Deprecation & Tax 69.00 (48.24)
Less: Interest 28.88 29.33
Less: Depreciation 96.18 95.22
Profit/(Loss) before Tax (56.06) (172.79)
Taxation (Earlier Years) / Prior
period Adjustment (Income/(Expenses): (12.35) (11.28)
Extra-ordinary/Exceptional Items
(Expenditure) (74.97) -
Profit after Tax (143.39) (184.07)
Tax for Earlier year - (10.69)
Balance of Profit/(Loss) brought
forward (1514.87) (1320.11)
Balance of Profit/(Loss) carried
to Balance Sheet (1658.26) (1514.87)
FINANCIAL AND OPERATIONAL REVIEW
The Company successfully completed a Job Work order of 15152 MT of M/s.
Welspun Corp Limited. An Extra-Ordinary expenditure was incurred on
account of payment of Rs.74.97 Lacs to the Director General Foreign
Trade, Mumbai on account of settlement of export obligation against
advance Licences No. 0003030886, 0310061733 & 0310093657 under the
policy of Ministry of Finance, Department of Revenue, Central Board of
Excise & Customs, New Delhi for option to close cases of default in
Export Obligation. The management of the Company made hard and sincere
work and efforts to take out the operations of the Company above the
break even point.
In addition to in-house orders, the Company has procured at sites two
job work orders, 4500 MT for Kudgi (Karnataka) and 3650 MT for Chhabra
(Rajasthan), from M/s. L & T. The Company is adopting diversification
of its production through at site job works. These orders will
definitely strengthen the viability of the production operations and
promote the growth of the company in the coming years.
REHABILITATION OF THE COMPANY UNDER THE AEGIS OF BIFR:
The company is a sick industrial company duly declared sick by the
Hon'ble Board for Industrial and Financial Reconstruction (BIFR) for
its rehabilitation. The Hon'ble BIFR circulated the Draft
Rehabilitation Scheme (DRS) vide its order dated 31.01.2014 for revival
of the Company and heard "Objections/Suggestions" on DRS in the
hearings held on 13.05.2014 and 04-06-2014 and has reserved its order
for sanction of the Revival Scheme.
FUTURE PROSPECTS OF THE COMPANY:
There has been a prolonged slump in the Indian Economy. The GDP growth
of Indian Economy was 4.7% and the Industrial output growth contracted
to 1.4% (the worst since 1991) in the year 2013-2014. The moderate
inflation, fiscal consolidation, comfortable level of foreign exchange
reserves, positive policy changes and excitement of investment cycle
through restoration of confidence of the investors for the over-hauling
of the collapsing infrastructure of Indian Economy are early signs of
economic recovery during the year 2014-2015. The production of the
company is positively related with the growth of the infrastructure
sector. The growth of Indian economy needs quick decisions and speedier
implementation for the present pending and coming infrastructure
projects. Our company has immense scope from this scenario.
DIVIDEND
In view of the accumulated losses, your Directors do not recommend any
dividend for the year under review.
FIXED DEPOSITS
Your Company has neither accepted nor renewed any fixed deposits from
the Public during the year under review.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mrs. Sandeep Kaur Ahluwalia
Director retires by rotation and being eligible offers herself for
re-appointment.
As per the provisions of Section 149, 150, 152 and other applicable
provisions, if any, of the Companies Act, 2013 read with Schedule IV of
the Companies Act, 2013 (including any statutory modification(s) or
re-enactment thereof for the time being in force), the Board recommends
appointment of Mr. Kamal Jain, who retires by rotation at the ensuing
Annual General Meeting, Mr. Amrik Singh Grewal and Mr. Rajkumar Bali,
whose offices are liable to determination by retirement of directors by
rotation, as the Independent Directors of the Company for a period of 5
years from 01.10.2014. The above Directors being eligible have offered
themselves for re-appointment and the Company has also received
requisite notices in compliance with the provisions of Section 160 of
the Companies Act, 2013, proposing Mr. Kamal Jain, Mr. Amrik Singh
Grewal and Mr. Rajkumar Bali as the Independent Directors of the
Company.
The Company has received declarations from all the proposed Independent
Directors of the Company confirming that they meet with the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013.
AUDITORS
M/s. R.P. Bhambri & Co., Chartered Accountants, Patiala, (FRN:001312N)
retire as Auditors of the Company at the conclusion of the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment. In terms of provisions of Section 139 of the Companies
Act, 2013, read with Rules made thereunder, it was proposed to
re-appoint Auditors for a term of three (3) years subject to
ratification by Members at every Annual General Meeting of the Company.
The Company has received written consent from the Auditors indicating
their willingness to act as the Auditors of the Company and also an
eligibility certificate to the effect that they fulfill the conditions
of Appointment as mentioned in Rule 4 of the Companies (Audit and
Auditors) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors confirm that;
i. In the preparation of the Annual Accounts for the Financial Year
ended March 31,2014, the Applicable Accounting Standards have been
followed along with the proper explanation relating to material
departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31/03/2014 and of the Profit and Loss
Account for that period;
iii. The Directors 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. That the Directors have prepared the Accounts for the Financial
Year ended March 31, 2014 on a 'going concern' basis.
AUDIT QUALIFICATION
The Company has already sent credit/debit confirmation letters to
parties.
The matter of books of accounts of Baramati Unit, which have already
been sold under BIFR process, is being taken to procure the same.
The other qualifications/remarks of the Auditors, if any, have been
duly clarified either in their Report or in the Notes to the Accounts
and the same are self explanatory.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules, 1988, is annexed as Annexure "A" to this
report.
PARTICULARS OF EMPLOYEES AND INDUSTRIAL RELATIONS
The Company does not have any employee drawing salary in excess of the
limits specified under Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules 1975, as amended
CORPORATE GOVERNANCE
Your Company is committed to follow the best of the Corporate
Governance Practices and follows the same while conducting the affairs
of the Company. A Report on Corporate Governance along-with a
certificate from Auditors of the Company has been incorporated as a
part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed analysis of the Company's performance is mentioned in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
IMPLEMENTATION OF COMPANY ACT, 2013:
The company is taking steps and measures to implement the applicable
provisions of the Company Act, 2013.
APPRECIATION
The Directors wish to express their gratitude for the support and
co-operation extended to the Company by its investors, Government
Agencies, Bankers and Financial Institutions during the year under
review. Your Directors would also like to place on record their
appreciation for the commitment, co-operation and contribution extended
by all the employees of the Company.
FOR AND ON BEHALF OF THE BOARD,
PLACE : RAJPURA
DATE : 21-08-2014
(Rupinder Singh Ahluwalia)
CHAIRMAN
DIN:01239483 |