| To Dear Members,
The Directors have pleasure in presenting the 29th Annual Report of
your Company along with the Audited Accounts for the financial year
ended 31st March, 2013. The Summary of Financial results for the year
ended 31st March, 2013 is as under:
(Rs. in Crores)
FINANCIAL RESULTS 2012-13 2011-12
Net Sales 443.92 276.02
Other Income 3.63 3.73
Total Income from Operations 447.55 279.75
Profit before Interest, Depreciation 21.07 22.55
and Tax
Finance Charges 10.44 11.23
Depreciation & Amortization Expenses 8.53 7.44
Profit before Tax 2.10 3.88
Less: Provision for Income Tax, Tax (1.73) (0.95)
related to earlier years & Wealth
Tax Provision
Net Profit after Tax 3.83 4.83
Add: Balance brought forward from 99.61 97.64
previous year
Profit available for appropriations 103.44 102.47
Appropriations:
Proposed Dividend 1.17 1.17
Tax on proposed dividend 0.20 0.19
Transfer to General Reserve 1.50 1.50
Balance carried to Balance Sheet 100.57 99.61
DIVIDEND
The Board of Directors are pleased to recommended payment of dividend @
Rs.0.60/- per share on paid up equity share capital of Rs.
19,58,85,000 divided into 1,95,88,500 equity shares ofRs. 10/- each
(P.YRs. 0.60/- per share}. The total outflow on account of dividend
shall be f1.37 Crores (P.Y Rs. 1.37 Crores) including dividend
distribution tax. The dividend shall be paid, subject to the approval
of shareholders in the ensuing AGM, to all those shareholders whose
names appear in the register of members as on Book Closure date fixed
for the payment of dividend.
OPERATIONAL & FINANCIAL PERFORMANCE REVIEW
The company achieved a gross sale of Rs. 461.71 Crores during the
financial year 2012-13 as compared to Rs. 293.73 Crores during the
financial year 2011-12, registering a growth of 57.19%. The Company has
also achieved a trading turnover of Iron & steel products (i.e. HB
Wires, MS Round in Coil, MS Bar Plain & TMT Bar including Waste &
Scrap) of Rs. 269.36 crores during the FY13 as compared to Rs.120.41
crores previous year FY12, registering a growth of 123.70% due to
increase in trading of MS Round in Coil of Rs.217.89 Crores during the
FY13 as compared to previous year FY12 Rs. 89.77 Crores.
The Ferro Alloys division of the Company registered net sales of
Rs.169.43 Crores as compared to Rs.160.83 Crores during the previous
year. In terms of volume, the sale Ferro alloys increased to 30648 MTs
from 29119 MTs during the year registering a growth of 5.25%. The sale
of electricity division increased to Rs. 21.37 as against sale of Rs.
10.16 Crores during the year under review due to increase in volume of
sale of Power from Bio mass Power Plant. Your Company has sold
46074770 KWH of power as compared to 30939207 KWH during the previous
year which registering a growth of 48.92%.
Despite better volume of production and sales, the net profit of the
Company during the year under review declined to Rs. 3.83 Crores from
Rs. 4.83 Crores during the previous year, mainly on account of lower
realization from sale of ferro alloys and electric power as compared to
previous year due to unfavorable market conditions ferro alloys and
merchant power. The market conditions for ferro alloys demand remains
subdued to on prevailing environment, the performance of the Company
during the current year shall depend upon the prevailing conditions.
VOLUNTARY DELISTING OF SHARES
The Board of Directors of your company has approved the proposal for
voluntary delisting of 19588500 equity shares of Rs.10/- each fully
paid up from Delhi Stock Exchange Limited (DSE) and Madras Stock
Exchange Limited (MSE) on 9th November, 2012 and subsequently the
Company has made applications for the same to both the stock exchanges.
The DSE has approved the request for delisting of shares and the
19588500 equity shares of Rs.10/- each have been delisted from DSE
w.e.f. 8th April, 2013. The approval from MSE is still pending.
The delisting of the company's equity shares from DSE and proposed
delisting from MSE will not be prejudicial to or affect the interests
of the investors, in view of listing & trading of shares on BSE and NSE
(Through MPSE). The benefits accruing to the investors by keeping the
equity shares listed on these Stock Exchanges do not commensurate with
the cost incurred by the company for the continued listing on these
Stock Exchanges. The shareholders in the region of these Stock
Exchanges will not suffer due to delisting since the listing of the
equity shares of the company shall continue with BSE and MPSE (Trading
Through NSE) having nationwide trading terminals.
ALTERATION OF ARTICLES OF ASSOCIATIONS
During the year shareholders of the Company in their Annual General
Meeting held on 29th September, 2012 have approved the alteration of
articles of the Company in respect of Service of Notice, Reports,
Documents & other communication in Electronic Mode, taking voting by
Postal Ballot in Electronic Mode, Participation in General Meeting(s)
by the Members through video conferencing and Participation of
Directors in Board Meetings through video conferencing etc. by way of
special resolutions.
PUBLIC DEPOSITS
Your company has not accepted any deposits from Public within the
meaning of section 58A of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
Particulars of the employees as required under the provisions of
section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, as amended are not attached
with this report since there was no employee who was in receipt of
remuneration in excess of limits prescribed under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particular of Employees), Rules 1975.
DISCLOSURE OF PARTICULARS
As required under section 217(1) (e) of the Companies Act, 1956 read
with Rule 2 of the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 the particulars relating to
conservation of Energy, R & D, Technology Absorption and Foreign
Exchange Earnings / Outgo are annexed with this report.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your 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, improve investor's protection and maximize
long-term shareholder value. A separate report on Corporate Governance
Compliance and a Management Discussion and Analysis Report as
stipulated by the Clause 49 of the Listing Agreement forms part of the
Annual Report along with the required Certificate regarding compliance
of the conditions of Corporate Governance as stipulated by Clause 49 of
the Listing Agreement. In compliance with Corporate Governance
requirements as per Clause 49 of the Listing Agreement, your Company
has formulated and implemented a Code of Business Conduct and Ethics
for all Board members and senior management personnel of the Company,
who have affirmed the compliance thereto.
DIRECTORS
As per Section 256 of the Companies Act, 1956 and Article of
Association of the Company, Shri Biswajit Choudhuri and Shri Y.C. Rao
are liable to retire by rotation and being eligible offer themselves
for re-appointment
The Board recommends re-appointment of aforesaid Directors.
None of the Directors of the Company are disqualified for being
appointed as Director, as specified in section 274 (1) (g) of Companies
Act, 1956. A brief resume of directors being re- appointed with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors of the Company hereby confirms that:
1. in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
2. the directors 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 and of the profit or loss of the Company for that
period;
3. 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; and
4. the directors have prepared the accounts for the financial year on
a 'Going Concern' basis.
RE-APPOINTMENT OF STATUTORY AUDITOR
In terms of provisions of Section 224 of the Companies Act, 1956, M/s
O.P. Singhania and Co., Chartered Accountants, with Firm Registration
Number 002172C, retire at ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. Pursuant to the
recommendation of the Audit Committee at their meeting held on 27th
May, 2013 recommending re-appointment of M/s O.P. Singhania and Co.,
Chartered Accountants as Statutory Auditors of the Company, for the
financial year 2012-13, the Board of Directors have, subject to the
approval of the shareholders, at their meeting held on 28th May, 2013
approved the re-appointment of M/s O.P. Singhania and Co., Chartered
Accountants as the Statutory Auditors of the Company for the financial
year 2013-14 and to hold office till the conclusion of the next Annual
General Meeting. In terms of provisions of Section 224 (1B) of the
Companies Act, 1956 M/s O.P. Singhania and Co., Chartered Accountants
have furnished a certificate that their appointment, if made, will be
within the limits prescribed under the said section of the Act and they
have obtained peer review certificate as required under SEBI Guidelines
for appointment of Statutory Auditors of listed companies.
AUDITORS' REPORT
There are no qualifying remarks in the Auditor's Report on the Accounts
of the company for the financial year 2012-13 and hence does not
require any clarification.
APPOINTMENT OF COST AUDITOR
The Ministry of Corporate Affairs vide Notification No.52/26/CAB/- 2010
dated, 3rd May, 2011 ordering cost audit of certain industry and
pursuant to section 233 B of the Companies Act, 1956, M/s. Sanat Joshi
& Associates was appointed as Cost Auditor of the company to conduct
audit of cost accounting records maintained by the Company for the year
ended 31st March, 2013.
CODE OF CONDUCT
The Code of Conduct for the Directors and Senior Management Executives
has been made applicable to all the Directors whether executive or
non-executive including all Senior Management Executives of the
Company. The Board members and Senior Management Executives of the
Company have affirmed compliance with the Code of Conduct during the
year and no violation of the same was reported. The Code of Conduct is
also posted on the Company's web-site.
INDUSTRIAL RELATIONS
Industrial relations in your company during the year was peaceful,
cordial and healthy. Your company had been able to maintain peaceful
industrial atmosphere and mutual trust between the management and the
employees.
ACKNOWLEDGEMENTS
The Board expresses its sincere gratitude to the shareholders, bankers,
State and Central Government and its officials and clients for their
continued support. Your Directors wish to place on record their
appreciation of the contribution by all employees at all levels and for
their hard work, dedication and commitment. The enthusiasm,
contribution shown by the employees of the company while discharging
their duties and unstinting efforts of the employees have enabled your
Company to grow steadily.
For and on behalf of the Board
Raipur Biswajit Choudhuri
28.05.2013 Chairman | 