Balaji Galvanising Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members

The Directors take pleasure in presenting the 24th Annual Report, along with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

The overall performance of the Company for the financial year are summarized below:

(Rs. in Lac)

Particulars 2013-14 2012-13

Sales 839.20 797.18

lncrease/(Decrease) in Stocks (3.65) (58.47)

Other Income 1.72 2.47

Total Revenue 837.27 741.18

Manufacturing/Operating Expenses 885.39 770.38

Loss before Financial Expenses & Depreciation (48.12) (29.20)

Interest & Financial Expenses 13.19 10.47

Depreciation 18.97 19.59

Net Loss after Interest &Financial Expenses and Depreciation (80.28) (59.26)

Earning per Share (1.62) (1.20)

REVIEW OF OPERATIONS

During the year under review, the Company could manage a revenue of Rs. 840.92 lac as compared to last year''s revenue of Rs. 799.65 lac. With a high component of overhead expenses coupled with increased power cost as compared to the low production level, the overall expenditure increased to Rs. 921.20 lac as compared to last year''s figure of Rs. 858.91 lac. The Company incurred a loss of Rs. 80.28 lac during the current financial year as compared to last year loss of Rs. 59.26 lac.

The power supply continued to remain deteriorated at the present location during the financial year and as a result the company has to depend on alternative means of power, diesel generators, with increased costs to maintain operations. Due to continued losses raising of funds from banks and financial institutions, to meet the operational and working capital requirements of the company, has also become difficult. The Board has taken cognizance of the continuous losses suffered by the company due persistent power shortage in the present location and high power cost coupled with high interest burden. The Board is contemplating various means to avoid further losses including shifting of its plant to a favourable location, raising of funds for repayment of long outstanding debts of the company by disposal of non-essential assets, leasing out of its plant etc.

DIVIDEND

In view of the loss incurred by the Company, no dividend was declared for the year under review.

DIRECTORS

During the period the Board is restructured by appointment of Shri Prabha Shankar Lakhotia as an Executive Director Cum Chief Financial Officer as well the appointment of Shri Premotpal Guha as Whole Time Director of the Company for a period of three years w.e.f. 14th August, 2014. It is also proposed to appoint Shri Sanjay Kumar Bagaria and Shri Navneet Khemani as independent directors at the ensuing Annual General Meeting for five years in terms of the provisions of Section 149 of the Companies Act, 2013.

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Premotpal Guha is due to retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Shri Chetan Kumar Bagaria resigned from the directorship of the Company w.e.f. 14th August, 2014 and the board sincerely appreciates his commitment and the contribution made by him during his tenure.

Necessary resolutions were placed before the shareholders in connection with the above appointments, in terms of the provisions of the Act, for their approval.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956 interpret with Section 164 of the Companies Act, 2013.

AUDITORS

M/s. Dagiiya & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that they are eligible to be re-appointed as Auditors of the Company and that their re-appointment, if made, will be within the limits prescribed under section 141 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors'' Report read together with the Notes on Accounts are self-explanatory and, therefore do not call for any further explanation and comments.

FIXED DEPOSITS

During the financial year under review, your Company has not invited or accepted any Deposits from the Public. DIRECTORS'' RESPONSIBILITY STATEMENTS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) 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 as at 31st March, 2014 and of the loss for the year ended as on that date;

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 the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Company had no employee during the year ended 31st March, 2014 who was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption and research & development and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in a separata annexure attached hereto and form a part of this report.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company''s Corporate Governance practices are in accordance with the relevant Clauses of the Listing Agreement. A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Auditors of the Company regarding the compliances of the conditions of the Corporate Governance is given in annexure attached to and forming part of the Corporate Governance Report. All the Board members and senior manager personnel have also affirmed compliance with the Code of Conduct as has been laid down by the Company.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from Company Secretary in whole time practice and a copy of such certificate is annexed to this report.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Human Resource is valued as one of the most important asset by the Company. The Human Resource Development Process promotes co-operation and innovation within the employees and provides flexibility to keep current with the business needs of the Company. Your Company is confident that every one of its employees will relentlessly strive to innovate newer and better ways of doing things to foster team spirit. The Company is continuously renewing and updating the knowledge and skill of its employees at all levels through training and development. The Company has developed an environment of harmonious and cordial relations with its employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate Section forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the successful performance of the Company during the year.

By the Order of the Board For Balaji Galvanising Industries Ltd.

Date : 14th day of August, 2014 Shiv Bhagwan Bagaria Place : Secunderabad Chairman

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Mar 31, 2011

To The Members of Balaji Galvanising Industries Limited,

The Directors take pleasure in presenting the Twenty first Annual Report on the affairs of the Company for the financial year 2010-2011 together with the Audited Financial Statements.

BUSINESS PERFORMANCE:

Financial Results:

The overall performance of the Company for the financial year 2010-11 is summarized as under:

(Rs. in Lakhs)

Particulars 2010-2011 2009-2010

Sales 947.93 928.93

Increase / (Decrease) in Stocks 79.09 (49.66)

Other Income 5.64 1.15

Total Revenue 1032.66 880.42

Manufacturing / Operating Expenses 988.67 825.12

Profit/Loss before Financial Expenses &Depreciation 43.98 55.30

Interest & Financial Expenses 0.30 0.76

Depreciation 18.70 18.61

Net Profit/(Loss)after Financial Expenses & Depreciation 24.98 35.93

Earning Per Share 0.50 0.72

During the year under review the turnover of the Company marginally increased from Rs.928.93 lacs to Rs.947.93 lacs. The per tone realization during the year was higher. The Company continued its effort in reducing the costs and improving the productivity

Dividend:

As the profit made by the Company not being significant and to conserve the resources your Board could not declare any dividend for the financial year under review.-

FUTURE OUTLOOK:

The Country at present is the 5th largest producer of crude steel and is the leader in sponge iron production. The domestic steel consumption during the year has increased by about 8% indicating further strengthening of the demand. However the per capita consumption of steel remains at 49 kg against the world average of 1B2 kgs. Efforts by the Government are on to enhance the consumption in the rural sector. The Government also felt that the iron Ore of the country should be used for domestic industry rather than exports. To ensure the quality of steel wire used in pre stressed concrete is now brought under a quality control order. All major steel plants are being modernized to have cost effective, energy efficient and environment friendly. The growth in steel production continues to lag the domestic consumption leaving scope for large demand. The products manufactured by the Company though belong to the secondary sector is linked to the primary steel industry. All the parameters of the India Growth story indicate large scale demand continuity for steel and your Board feels that the future appears to be very promising. The only need is to cut the costs , improve quality and focus in rural sector which the Company has already planned .

DIRECTORS:

Shri Chetan Kumar Bagaria and Shri Premotpal Guha retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS'RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act,1956, your Directors state:

(i) That the accountings standards to the extent applicable to the Company have been followed in the preparation of the annual accounts. There are no material departures there from.

(ii) That the accounting policies selected by the Board for the purpose of preparation and presentation of the financial statements have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made for the said purpose, so as to give a true and fair view of the affairs of the Company as at the end of the financial year under review and of the profit/loss for the said year.

(iii) That 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 your company and for preventing and detecting fraud and other irregularities. .

(iv) That the annual Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Dagliya & Company, Chartered Accountants, Secunderabad, the Auditors of the company retires at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The Board recommends their reappointment.

The observations made by the Auditors in their report read with the Notes on Accounts are self explanatory and do not require any comments from Directors.

LISTING:

The shares of your company are listed on Mumbai and Kolkata stock Exchanges. The shares remain suspended from trading at BSE. The Company is following up the matter with Stock Exchange at Mumbai.

EMPLOYEES:

There are no employees whose particulars are to be disclosed pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956.

FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A and 58AA of the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of particulars in the report of Board of Directors) Rules 1988, forming part of the Directors Report for the year ended 31st March, 2011 is as follows:

1. Conservation of Energy : The company's operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

2. Technology Absorption:

a. Research & Development : There is no specific Research and development activity carried out by the Company during the year.

b. Technology Absorption :The technology is indigenous and fully absorbed

3. Foreign Exchange Earning and Outgo: Value (in Rs.Lacs) Value of Imports (CIF basis) Nil Expenditure in Foreign currency Nil Earnings in Foreign Exchange Nil

CORPORATE GOVERNANCE:

The company has implemented the Code for Corporate Governance as stipulated under amended Clause 49 of the Listing Agreement. A separate report on Corporate Governance is annexed to this report.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure Compliance to the laid down standards.

DEMATERIALISATION OF SHARES:

M/s. NICHE TECHNOLOGIES PRIVATE LIMITED, Kolkata were appointed as Depository Registrars for dematerialization and for physical transfer of shares as also all the matters relating to shares.

ACKNOWLEDGEMENTS:

The Board takes this opportunity to express its deep gratitude for the continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review. For & on behalf of the Board of Directors

Place: Secunderabad.

Dated : 31.05.2011 Sd/- Sd/-

(Chetan Kumar Bagaria) (Premotpal Guha)

Director Director

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Mar 31, 2010

The Directors take pleasure in presenting the Twentieth Annual Report on the affairs of the Company for the financial year 2009-2010 together with the Audited Financial Statements.

BUSINESS PERFORMANCE:

Financial Heiutti:

The overall performance of the Company for the financial year 2009-10 is summarized as under:

(Rs, In Lakhs)

Particulars 2009-2010 2008-2009

Sales 926.93 737.16 Increase I {Decrease) In Stocks (49.66) (21.33)

Other income 1.15 11.27

Total Revenue 880.42 727.10

Manulacturlng/Operaling Expenses 825.12 724.29

Profit/Loss before Financial Expenses & Depreciation 55.30 2,81

interest & Financial Expenses 0.76 6.49

Depreciation 18.61 18.64

Net Profit/LOsS)after Financial Expenses & Depreciation 36,03 (22.22)

Earning Per Share 0.72 (0-45)

During Ihe year 2009-10, with the improvement in the market conditions and the eflorts to Improve the productivity and cost reduction Ihe Company has improved Its total turnover to Rs 926.33 lakhs as against Rs. 737.16 lakhs in the previous year and made a net profit of Rs 35.93 lakhs.

Dlvkfend:

As the profit made by the Company not being significant and to conserve the resources your Board could not declare any dividend for the financial year under review,

FUTURE OUTLOOK:

The steel industry during the year under review has successfully come out of the global economic slowdown with the required fiscal incentives by the Government of India. There was a demand growth over the previous year domestically at all steel products In spite of large infrastructure projects were on hold. India continues to be the leader in the sponge Iron and Pig iron production. After the on set ol global recession resulting In pressure on sleet prices with diminishing margins all the large units started focusing on expansion of capacities and modernizing them to become cost effective and environment friendly. The Government has put in piace measures for large scale investments in the sector lor modern and elflcient units to meet the diversified product demands. The Increased domestic steel consumption to 7.8% showing sltengthening of demand in the year under review is expected to grow further. India Is expected to become the number 2 player from the present fifth position. The per capita domestic consumption of steel of 47 kgs against the world average of 190 kgs and the European average of 400 kgs shows the huge potential for growth. The Industry now operates in open economy where exports And imports respond to increase or decrease in domestic demand driven primarily by market signals. In the light ol the status of the Industry as such your Company expects to do weli in the coming years

DIRECTORS:

Shri Shiv Bag wan Bagaria and Shrl Navneet Khemani retire by rotation and being eligible of ler themselves tor reappointment

DIRECTORS RESPONSIBILITY STATEMENTS

In accordance wilh the provisions of Section 217(£AA) ol the Companies Act,195€, your Directors state:

(i) That Ihe accountings standards to the extent applicable 1o the Company have bean followed in I he preparation ol the annual accounts. There are no material departures there from.

(ii) That the accounting policies selected by Ihe Board for the purpose of preparation and presentation of the financial stalemenls have been and are being applied consistently and reasonable and prudent judgments and estimates (wherever applicable) have been made lor the said purpose, so as 1o give a true and fair view of the-affairs of the Company as at the end of Ihe financial year under review and of the profit/loss for the said year,

(iii) That proper and sufficient care has been taken for I he maintenance of adequate accounting records In accordance with the1 provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

(iv) Thai the annual Accounts have been pneparecf on a going concern basis.

AUDITORS:

M/s. Dagliya & Company. Chartered Accountants, Secunderabad, the Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappoinlment. The Board recommends Their reappolntment,

The observations made by the Auditors in their report read wilh the Notes on Accounts are self explanatory and do not require any comments from Directors.

LISTING;

The shares of your company are listed on Mumbai and Koftata stock Exchanges. Trie shares remain suspended from trading at BSE despite the factthat the Listing compliances have been regularly made, Company is following up the matter with Stock Exchange at Mumbai,

EMPLOYEES:

There are no employees whose particulars are to be disclosed pursuant to the provisions of Section 217 (2A) ol the Companies Act, 1956. FIXED DEPOSITS:

During the year under review, the company has not accepted any deposits under Section 58A and 5&AAof the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, RESEARCH AMD DEVELOPMEmtTCCHNQLOGOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information regarding Energy Conservation, Technology Absorption, Foreign Exchangs Earnings and outgo in accordance with Section 217 (1 He) of Ihe Companies Act, 1956 read with Companies (Disclosure of particulars In the report of Board ol Directors) Rules 196S, forming part of the Directors Report for the year ended 31st March, 2010 is as follows:

1. Conservation of Energy : The companys operations require low energy consumption. Adequate measures are taken to conserve energy wherever possible. The details required are attached herewith.

2, Technology AbsorpUon:

a. Research & Development : There no specific Research and development activity carried out by the Company during the year,

b. Technology Absorption :The technology is indigenous and fully absorbed

3, Foralg n Exc ha ng« Earneng and Outgo: Value (lnRs.Lacs)

Value of Imports (GIF basis) Nil

Expenditure in Foreign currency Nil

Earnings In Foreign Exchange Nil

CORPORATE GOVERNANCE;

The company haa implemented the Code for Corporate Governance aa stipulated under amended Clause 49 of the Listing Agreement, A aeparate report on Corporate Governance is annexed to this report

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to Ihe laid down standards.

DEMATERALISATION OF SHARES.-

M/s. NICHE TECHNOLOGIES PRIVATE LIMITED, Kolkata were appointed as Depository Registrars for dematerlalkzation of shares arid for physical shares also the transfer work was entrusted to them.

ACKNOWLEDGEMENTS: The Board takes this opportunity to express its deep gratitude for Ihe continued co-operation and support received from its Bankers, State and Central Governments, the customers, share holders, business associates and employees during the year under review.

For a on behalf of the Board of Director

Sd/- Place: Secunderabad (SHIV BHAGWAN BAGARIA)

Date: 30.08.2010 CHAIRMAN