Haryana Steel & Alloys Ltd. के निदेशक की रिपोर्ट

Mar 31, 2009

The Directors present their 39th Annual Report on the operations and results of the Company for the period (9 months only) ended on 31st March 2009.

FINANCIAL RESULTS: (Rs. Lacs) (Rs. Lacs) 2008-09 2007-08 (9 months) (15 months)

(a)Profit (Loss) before Tax and Depreciation (160.39) (2,434.37)

(b) Less: Depreciation 77.46 130.06

(c) Profit/(Loss) before Tax (237.85) (2,564.43)

(d) Provision for Tax (FBT) 0.41 0.27

(e) Profit (Loss) after Tax and Depreciation (238.26) (2,564.70)

OPERATING & RESULTS:

Due to disconnection of electricity by Haryana State Electricity Board ("HSEB") on June 15, 2007. the production was stopped. Employees stopped cooperating / reporting for work. The Company has reported a loss before tax and depreciation of Rs 160.39 Lacs.

Your company was declared a sick company as defined under section 3(1) (o) of the Sick Industrial Companies (Special Provision) Act, 1985 by the Hon'ble BIFR vide its order dated 19.4.2006. Industrial Development Bank of India (IDBI) was appointed as an operating agency by the Hon'ble BIFR vide its order dated 17.04.2007.

Despite of the best efforts, your Company continued to default in repayment of dues to financial institutions and banks since 1998. Dues of original lenders have been taken over by other entities/ banks/ asset reconstruction companies etc.

The Company has made various serious efforts to restructure itself. It has filed application before Customs and Central Excise Settlement Commission for settlement of dispute with Central Excise Department, which has been settled vide order dt. 27-02-2008. The Company has also entered into agreement on 21-02-2008 with M/s. Cygnet Projects Private Limited, for funds for payment of dues of Central Excise and for clearing other liabilities/encumbrance and has also raised loans from the said entity by creating super charge in its favour with the consent of the other lenders. Subsequent D&DARC issued Demand Notice on 17-07-2008 under section 13 (2) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 for recovery of loans of Industrial Investment Bank of India ("IIBI") and Industrial Finance Corporation of India Limited ("IFCI")

DIVIDEND:

In view of the accumulated losses of the company, the Directors regret their inability to recommend any dividend for the period under review.

FIXED DEPOSITS:

As on 31-03-2009, no deposits from the public or shareholders were outstanding.

DIRECTORS

Shri Om Datt Sharma, who was appointed as an Additional Director of the Company w.e.f 31-01-2009 and whose term expires at this ensuing Annual General Meeting the Board recommended his appointment as Director of the Company.

Shri Prem Nath Bansal, who was appointed as an Additional Director of the Company w.e.f 19-02-2009 and whose term expires at this ensuing Annual General Meeting the Board recommended his appointment as Director of the Company.

Mr. Nitin Singhal and Ms. Vidushi Singh, Directors of the Company have resigned from the directorship of the Company w.e.f 19-02-2009. The Board placed its appreciation for the services and guidance rendered by them to the Company during their tenure.

Shri Rakesh Rawat, Sh. Nippu Giri and Ms. Ranjeet Kaur, Directors of the Company were resigned on 18-08-2008, 12-08-2008 and 28-07-2008 respectively. The Board placed its appreciation for the services and guidance rendered by them to the Company during their tenure.

CHANGE IN MANEGEMENT

Company Law Board, New Delhi, vide its order dated 22nd May 2009 issue the direction for sale / transfer of 9,27,583 equity Shares of the face value of Rs. 10 each held by Goel Group and 16,93,245 equity Shares of the face value of Rs. 10 each held by Rawat Group to Power Metal and Alloys Pvt. Ltd. as provided in the clause 5.1 of the Memorandum of Settlement dt. 21-04-2009.

AUDITORS:

The Auditors of the Company M/s. P.C. Bindal & Chartered Accountants, New Delhi who hold the office until the conclusion of ensuing Annual General Meeting and recommended for reappointment. The certificate from the Auditor have been received to the effect that their re-appointment, if made, would be within the limits prescribed u/s 224(1) (B) of the Companies Act, 1956.

AUDITORS REPORT:

The Auditor's observations are self explanatory and suitably explained in the notes to the Accounts.

LISTING AGREEMENTS:

The shares of the Company are listed at Mumbai, Delhi & Kolkata Stock Exchanges. However, the trading in the said shares has been suspended by the stock exchanges.

PARTICULARS OF EMPLOYEES:

No employees of the Company was in receipt of remuneration exceeds the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

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

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings & out-go is given in the Annexure marked I & II.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures:

ii) That your Directors have selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affaires of the Company of the end of the financial year and of the profit or loss of the Company for that period.

iii) That your Directors have taken and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

iv) That your Directors have prepared the annual account on a going concern basis.

CORPORATE GOVERNANCE REPORT:

The Director affirms their commitments to the Corporate Governance standards prescribed by the SEBI.

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance, Management Discussion and Analysis, and Certificates on Compliance of Corporate Governance are given as an annexure to this Report.

APPRECIATION:

Yours Directors wish to place on record their appreciation to employees at all levels for their co-operation. The Directors would also like to acknowledge the continued support of the Company's Shareholders Customer and Suppliers.

Dated: 01-09-2009 By the Order of the Board

Place: Sonepat

Ramesh Rawat Om Datt Sharma Director Director