| Dear Members,
The Directors present herewith the 41st Annual Report together with
the audited accounts of the Company for the year ended 31st March 2014.
Summarised financial results of the company are furnished below.
1. Financial Result
Particulars Year ended on Year ended on
31.03.2014 31.03.2013
Rs. In Rupees Rs. In Rupees
Sales
Other income 124627985 151837912
Gross Income 124627985 151837912
Less: Expenses 117666933 149750341
Interest 2028267 1653482
Depreciation 589011 798698
Net Profit/(Loss) 4343774 (364609)
Tax Expense 800000 0
Tax Refund 6882347 1462980
Net profit/(loss) 10426121 1098371
aftertat
The Directors regret their inability to recommend any dividend due to
brought forward losses.
2. BUSINESS OVERVIEW
The company has net profit of Rs. 104.26 Lacs against net profit of Rs.
10.984 Lacs in last year. Further the Board is hopeful of expanding the
company's operation This year & expects your co-operation in the days
to come. The Board is doing its best to make your company start full
mining activities & show progress in very near future. The Board is
contemplating to take effective steps to save it from slipping in to a
sick industrial unit.
On account of effective steps to control expenses & keep the losses to
its minimum level, the year under consideration,
3. FIXED DEPOSITS
The Company has not accepted any fresh deposits within the purview of
section 58 A of the Companies Act, 1956 during the year under review.
4. CONSERVATION OF ENERGY
Since the company , though the particulars pursuant to requirement
under section 217 (1) (e) of the Companies Act, 1956 with reference to
conservation of energy, technology absorption, adoption and innovation
are not material. Total foreign earning and outgo, energy consumption
per MT of Production is as per Form 'A' is enclosed
5. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION
Production department of the Company are always in pursuant of finding
the. The technology used by the company is ways and means to improve
the performance,quality and cost effectiveness of its products. The
technology used by company is updated as continuous exercise. The
Company does not have a separate Research and Development activity
1. PARTICULARS OF EMPLOYEES AND INFORMATION
There was no such employee employed during the year under review, hence
the provision as prescribed ii/s. 217 (2A) of the Companies Act, 1956
read with Companies (particulars of employee) Rules, 1975, as amended
by the Companies (Amended ) Act, 1988 is not applicable. The relation
between the employees & the management remain cordial during the year
under review.
2. AUDITORS
M/s. Lalit Jham & co.., Chartered Accountants, Nagpur, retires at the
conclusion of the Annual General Meeting, to continue as the auditor of
the company. The Board proposed the reappointment of M/s. Lalit Jham &
co. as the statutory auditor of the company for the financial year
2014-2015.
Accordingly pursuant to section 139 of the Companies Act, 2013 M/s
Lalit Jham & co. Chartered Accountants, Nagpur, if appointed shall,
hold the office from the conclusion of this annual general meeting
until the conclusion of 44th Annual General Meeting subject to
ratification of Appointment at every Annual General Meeting.
Further the auditors have confirmed their willingness and eligibility
for appointment and have also confirmed that their reappointment, if
made, will be within the limits under section 141 (3) (g) of the
Companies Act, 2013.
3. AUDIT REPORT
The auditors have observed & put remarks for non-provision of gratuity,
leave salary, etc. as per AS - 15. Provision for gratuity is not made
in view of appointment of major new staff after earthquake, frequent
changes in major staff & remote Site of factory and therefore Expenses
are debited on payment basis as and when the same is paid. As per
Auditor's comment regarding appointment of Qualified Company Secretary
on whole time basis to comply with the requirements of Section 383 A of
Companies Act, 1956, your directors have taken steps for complying
aforesaid requirement. However, in absence of availability of suitable
& affordable candidates, the said requirements cannot be complied.
However, the Company is in the process of receiving the Compliance
Certificate from Company Secretary. In our opinion, carrying amount of
all assets does not exceed its recoverable amount hence no impairment
loss is ascertained.
Hence, the concept of going concern though it is stated in Audit Report
will not be affected.
4. DIRECTORS
The Company has two independent Directors, appointed under the Listing
Agreement, namely Mr. Radhyeshyam Agrawal and Mr. Krishan Kumar
Agrawal who have diverse business/administrative experience and are
making significant contribution to the Company. At present, they are
liable to retire by rotation. It is proposed to appoint them as
Independent Directors, with a fixed tenure of up to five years each at
the ensuing Annual General Meeting of the Company, subject to approval
of the shareholders, in terms of Section 149 of Companies Act, 2013
(the Act). The Company has received separate notices under Section 160
of the Act from members signifying their Candidature as Directors along
with requisite deposit as prescribed thereunder. All abovementioned
Independent Directors have also, given declarations that they meet the
criteria of independence as provided in sub- section 6 of Section 149
of the Act. Their profile along with statement that in the opinion of
the Board they fulfill the conditions as required in the Act for such
appointments are furnished in the statement pursuant to Section 102(1)
of the Companies Act, 2013 annexed with the Notice for the forthcoming
Annual General Meeting.
In accordance with articles of association of the company and in view
of provision of section 255 of the Companies Act, retirement &
reappointment take place for following Directors:-
Mr. Dinesh Agrawal Director retires by rotation at the conclusion of
the Annual General Meeting and being eligible, offers himself for
re-appointment.
1. FOREIGN EXCHANGE
Foreign Exchange inflow and outflow during the year was NIL
2. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, your directors confirm that.
I. In preparation of annual accounts, the applicable accounting
standards except AS-15 & AS-28 have been followed along with proper
explanation relating to material departures.
II. We have 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 or loss
of the company for that period.
III. We 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. We have prepared the annual accounts on a going concern basis as
explained in note no. 1 of notes forming part of financial statement.
12. CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Company's auditor's confirming the
compliance of conditions subject to certain qualifications on Corporate
Governance stipulated in clause 49 of the Listing Agreement is annexed
thereto.
The Board of Directors of the Company adopted a Code of Conduct. The
Directors have affirmed with the said code.
13. LISTING OF SHARES & LISTING FEES
The equity capital of the company is listed on the Mumbai Stock
Exchange he necessary listing fees has been paid up to the year 2014-
2015 & Calcutta Stock Exchange yet to be paid As per directives issued
by the Securities and Exchange Board of India, the equity shares of the
Company are to be traded in the Demat form. The company had applied
with NSDL and CDSL for required connectivity.
The company 's listing is Suspended due to penal reason on the Mumbai
Stock Exchange,
Company is in process for revocation of Suspension of trading of equity
share with BSE The statement pursuant to section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of employees)
Rules 1975, for the year ended on March 31,2014 is uncalled for. There
is no director employed for the year or part of the year under review
and were in receipt of remuneration in aggregate of Rs. 5,00,000/- p.m.
or Rs. 60,00,000 p.a or more.
14. DEMATERIALISATION OF SHAKES
As you are aware that company has Appointed Purva Sharegistry (India)
Pvt. Ltd., 9 Shiv Shakti Ind. Estate ,J R Boricha Marg,Lower Parel
East, Mumbai 400 011 Std code:022 Tel.:23016761/23012518,Fax:23012517,
E-mail: busicomp@vsnl.com To act as Share Transfer and Depository
Transfer Agent with National Securities Depository Limited (NSDL) &
Central Depository Services India Limited (CDSL).
15. ACKNOWLEDGEMENT
The Management wishes to place on record its appreciation for the
services rendered by employees, contractors, bankers, and the
management of the Indian Bureau of Mines and all concerned and convey
their thanks to them.
By Order of the Board
For PRABHU STEEL INDUSTRIES LIMITED.
Harish Agrawal Dinesh Agrawal
DIRECTOR DIRECTOR
DIN 291083 DIN 291066
Registered Office
Old Motor Stand
Old Bhandara Road, Itwari
Nagpur 440-008
Dated: 31st May, 2014 |