Super Forgings & Steels Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors hereby present the 46th Annual Report and the Audited Accounts for the year ended 31st March, 2014

(Rs. in lac)

FINANCIAL RESULTS 2013-14 2012-13

Total Income 58,32.22 59,40.10

Total Expenditure 64,35.66 65,82.41

Profit / (Loss) before Interest, Depreciation and Taxation (6,03.37) (6,42.31)

Less : Interest 82.53 35.35

Depreciation 1,02.13 90.78

Profit / (Loss) Before Tax (7,88.03) (7,68.44)

Prior period Adjustment (5.15) (3.10)

Extra-ordinary Adjustment 4,44.13 (3.68)

Net Profit / (Loss) After Tax (3,49.05) (7,75.22)

Add : Balance brought forward from previous year (91,83.25) (84,08.03)

Balance carried to Balance Sheet (95,32.30) (91,83.25)

OPERATIONS

During the financial year there was no improvement in the offtake of the products as envisaged in the financial performance of the Company compared to the previous financial year. The Company has since been able to achieve a turnover of Rs.5832.22 lac showing a decrease of 1.81% compared to previous financial year. The price realization also did not improved in the line with the rise in the cost of production. The Company incurred a operational loss of Rs. 788.03 lac against Rs. 768.44 lac in the previous year.

The Board is hopeful for better economic situation in view of the formation of strong government at the Centre and look forward sizable growth in the GDP. The planned outlay for the infrastructural sector as targeted by the Government would boost the demand for the products of the Company.

BIFR-STATUS

Your Company is a sick unit as declared by the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) on 24th September, 2004. The Board has submitted rehabilitation scheme and the same is in the process of finalization by the operating agency. The scheme is still under consideration.

INTEREST OUTGO

The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon''ble BIFR. However, interest on other borrowings have been charged in the books of the Company.

TRADING OF SECURITIES IN STOCK EXCHANGES

The trading of the shares of the Company are continued to be under suspension in the National Stock Exchange and Bombay Stock Exchange. The Company has been regularly paying listing fees and complying with all the listing requirements of the Stock Exchanges. The representative of the Company had meet the officials of both the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) during the financial year for withdrawal of the suspension of the trading in view of the opportunities for trading being missed by present / prospective shareholders. But no progress took place due to some procedural aspects of old compliances.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. R. K. Modi, Director of the Company, retires by rotation from the Board and being eligible offered himself for re-appointment at the ensuing Annual General meeting.

Mr. R. K. Modi has resigned from the office of Whole Time Directors w.e.f. 13th August, 2014. However, he would continue to be Director of the Company.

Pursuant to the provisions of Section 196, 197, Schedule V of the Companies Act, 2013, the Board is seeking re-appointment of Mr. B.N. Modi, Mr. O. P.Modi, Mr. Piyush Modi and Mr. Apnesh Modi as Mg. Director, Whole Time Director, Executive Director and Whole Time Director, respectively.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement with Stock Exchange (including any statutory modifcation(s) or re-enactment thereof for the time being in force), the Board of Directors of your Company is seeking appointment of Mr. Mangilal Giria, Mr. Hemant Kumar Chaturvedi, Mr. Prasanta Bandopadhaya, Mr. Raj Kumar Chowdhary, Mr. Bhal Chand Khaitan and Mrs. Mina Agarwal as Independent Directors of the Company. Requisite consent and declarations under the various provisions of the Act has been received from the Directors.

A brief profile of the above Directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement is given in the Notice of AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of 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 standards have been followed along with proper explanations relating to material departures.

ii) The Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as on 31st March, 2014 and loss for the year ended 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 this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the period under review.

AUDITORS

M/s. Gora & Co. Chartered Accountants, Statutory Auditors of the Company holds office upto the conclusion of the ensuing Annual General Meeting (AGM). The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from the Auditors about their consent and eligibility for appointment as the statutory auditors of the Company, to hold office from the conclusion of this AGM until the conclusion of the 49th AGM, subject to ratification of such appointment by the members at every AGM held hereafter.

As permitted by the Companies Act, 2013 and it being considered in the interest of the Company, it is proposed to have the accounts of the branch at Chennai and such other Branch or Branches, as may be opened by the Company hereafter be audited by person or persons (other than the Company''s Auditors) qualified for appointment as auditor(s) to be appointed by the Board of Directors in consultation with the Company''s Auditors.

AUDITORS'' REPORT

Explanation to the Auditors'' remark in respect to - Other Matter - Point no. (b) - The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon''ble BIFR. Since Dankuni unit is not operational, no depreciation is provided.

The other notes to Accounts referred to the Auditors'' Report are self explanatory and hence do not call for further explanation.

COST AUDITORS

Your Board has appointed Mr. Debobrato Banerjee, Cost Accountant as Cost Auditors of the Company for conducting Cost Audit for the year 2014-15 and seek your approval for the ratification of remuneration fixed by the Board pursuant to Section 148 of the Companies Act, 2013 and rules thereunder.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance alongwith a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding Compliance of conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure - B, C and D which form part of this Report.

PARTICULARS OF EMPLOYEES

In view of no. of employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Compa- nies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

VIGIL MECHANISM

The Company has established Vigil Mechanism for Directors and employees to report their genuine concerns and provide adequate safeguard against their victimization as provided in Section 177 of the Companies Act, 2013 and rules made thereunder.

INDUSTRIAL RELATIONS

The industrial relation during the year 2013-14 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

ACKNOWLEDGMENT

Your Directors place on record appreciation for the contributions made by the bankers, suppliers and employees/ workers in keeping the unit running in spite of numerous constraints.

By Order of the Board Registered Office : For Super Forgings & Steels Ltd 6, Lyons Range sd/- sd/- Kolkata - 700 001 B. N. Modi M. L. Giria Date : 13th August, 2014 Mg. Director Independent Director

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Mar 31, 2013

TO THE MEMBERS

The Directors hereby present the 45th Annual Report and the Audited Accounts for the year ended 31st March, 2013.

(Rs. in lac)

FINANCIAL RESULTS 2012-13 2011-12

Total Income 59,40.10 80,96.87

Total Expenditure 65,82.41 81,44.98

Profit / (Loss) before Interest and Depreciation (6,42.31) (48.11)

Less : Interest 35.35 75.67

Less Depreciation 90.78 87.91

Profit / (Loss) Before Tax (7,68.44) (2,11.69)

Prior period Adjustment (3.10) (4.96)

Extra-ordinary Items (3.68) __

Profit / (Loss) After Tax (7,75.22) (2,16.65)

Add : Balance brought forward from previous year (84,08.03) (81,91.38)

Balance carried to Balance Sheet (91,83.25) (84,08.03)



CURRENT OPERATIONS

The Global Steel Industry poorly performed during the financial year 2011-12 in the line with global economic conditions. The demand of steel products was tremendously lowered due to inadequate off take and was further worsened since no meaningful infrastructure activities undertaken by the Government. Due to all these factors, total income of the Company during was lowered to Rs. 59.40 crores and net loss of Rs. 768.44 lac compared to total income of Rs. 80.97 crores & net loss of Rs. 211.69 lac in the previous financial year.

BIFR - STATUS

Your Company is a sick unit as declared by the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) on 24th September, 2004. The Board has submitted rehabilitation scheme and the same is in the process of finalization by the operating agency.

INTEREST OUTGO

The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon''ble BIFR. However, interest on other borrowings have been charged in the books of the Company.

TRADING OF SECURITIES IN STOCK EXCHANGES

The trading of the shares of the Company are continued to be under suspension in the National Stock Exchange and Mumbai Stock Exchange. The Company has been regularly paying listing fees and complying with all the listing requirements of the Stock Exchanges. The Company has requested several times to the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for withdrawal of the suspension of the trading in view of the opportunities for trading being missed by present / prospective shareholders. No response from both NSE & BSE have been received so far.

DIRECTORS

According to provisions of the Companies Act, 1956 and Article of Association of the Company, Mr. Apnesh Modi, Mr. Hemant Kumar Chaturvedi and Mr. Prasanta Bandyopadhyay retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS

M/s. Gora & Co., Chartered Accountants and Auditors of the Company retire pursuant to the provisions of section 224 of the Companies Act, 1956 and being eligible offer themselves for appointment. Necessary certificate under Section 224(1-B) of the Companies Act, 1956 has been received from the retiring Auditors confirming their eligibility.

As permitted by the Companies Act, 1956 and it being considered in the interest of the Company, it is proposed to have the accounts of the branch at Chennai and such other Branch or Branches, as may be opened by the Company hereafter be audited by person or persons (other than the Company''s Auditors) qualified for appointment as auditor(s) to be appointed by the Board of Directors in consultation with the Company''s Auditors.

AUDITORS'' REPORT

Explanation to the Auditors'' remark in respect to –

Other Matter - Point no. (b) - The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon''ble BIFR. Since Dankuni unit is not operational, no depreciation is provided.

Annex to Auditors – Point no. 11 – Due to heavy accumulated losses, the Company is unable to repay the money borrowed from financial institutions, banks and debenture holders. However, negotiation with them is in process for early settlement.

The other notes to the Accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS'' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review, 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 judgements 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, 2013 and of the loss of the Company for the year ended on 31st March, 2013 ;

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) the Directors have prepared the annual accounts on a going concern basis.

CLOSURE OF MUMBAI BRANCH

The Company has closed its Mumbai branch w.e.f. 1.4.2013 due to non-operational and consequently become non-viable for last few years.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance alongwith a certificate from Mr. S. K. Tibrewalla, Practising Company Secretary regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure – B, C, D and E which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted the Code of Conduct for Prevention of Insider Trading.

INDUSTRIAL RELATIONS

The industrial relation during the year 2012-13 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

PARTICULARS OF EMPLOYEES

In view of no employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure –A, which forms part of this report.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribu- tion during the year.



Registered Office : For and on behalf of the Board of Directors

6, Lyons Range sd/-

Kolkata - 700 001 B. N. Modi

Date : 13th August, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors hereby present the 44th Annual Report and the Audited Accounts for the year ended 31 st March, 2012.

(Rs. in lac) FINANCIAL RESULTS 2011-12 2010-11

Total Income 8096.87 7363.19

Total Expenditure 8166.49 7235.66

Profit / (Loss) before Interest and Depreciation (69.62) 127.53

Less: Interest 54.17 41.33

Depreciation 87.91 76.13

Profit / (Loss) Before Tax & exceptional income (211.70) 10.07

Other Income (Gain in settlement of NCD) - 634.69

Profit / (Loss) Before Tax & after exceptional income (211.70) 644.76 Less : Provision for Taxation including Fringe Benefit Tax

& Tax for earlier years - (0.37) Prior period Adjustment (4.96) (4.03)

Profit / (Loss) After Tax (216.66) 640.36

Add: Balance brought forward from previous year (8191.38) (8831.74)

Balance carried to Balance Sheet (8408.04) (8191.38)

CURRENT OPERATIONS

The Indian industrial climate was at par with the trends of global economy. The Global Steel Industry melt down during the year 2011-12. Demand turned out to be very poor though the input cost in all respect was on the peak. Indian Steel sector was further worsened due to poor industrial growth with no infrastructure activities undertaken by the Government and also due to increasing input costs. Though the interest cost was lowered but there was little off-take of loans due to lack of demand, mounting of stock and stringent terms of lending by the banks. Due to all these factors, total income of the Company during was Rs. 80.97 crore and net loss of Rs. 211.70 lacs compared to total income of Rs. 73.63 crores & net profit of Rs. 10.07 lacs in the previous financial year.

BIFR - STATUS

Your Company is a sick unit as declared by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) on 24th September 2004. The Board has submitted rehabilitation scheme and is waiting for the sanction of the package.

INTEREST OUTGO

The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon'ble BIFR. However, interest on other borrowings have been charged in the books of the Company.

TRADING OF SECURITIES IN STOCK EXCHANGES

The trading of the shares of the Company are continued to be under suspension in the National Stock Exchange and Mumbai Stock Exchange. The Company has been regularly paying listing fees and complying with all the listing requirements of the Stock Exchanges. The Company has requested several times to the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for withdrawal of the suspension of the trading in view of the opportunities for trading being missed by present / prospective shareholders. No response from both NSE & BSE have been received so far.

DIRECTORS

According to provisions of the Companies Act, 1956 and Article of Association of the Company, Mr. R. K. Chowdhary, Mr. B. C. Khaitan and Mr. Piyush Modi retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS

M/s. Abhijit Dutt & Associates, Chartered Accountants and Auditors of the Company would retire at the ensuing Annual General Meeting pursuant to the provisions of section 224 of the Companies Act, 1956 and had expressed their unwillingness to be re- appointed as the Statutory Auditors of the Company for the financial year 2012-13. M/s. Gora & Co., Chartered Accountants had

expressed their willingness to be appointed as the Statutory Auditors of the Company and being eligible had offered themselves for appointment. Necessary certificate under Section 224(1-B) of the Companies Act, 1956 has been received from the new Auditors confirming their eligibility.

As permitted by the Companies Act, 1956 and it being considered in the interest of the Company, it is proposed to have the accounts of the branches at Mumbai, Chennai and such other Branch or Branches, as may be opened by the Company hereafter be audited by person or persons (other than the Company's Auditors) qualified for appointment as auditor(s) to be appointed by the Board of Directors in consultation with the Company's Auditors.

AUDITORS' REPORT

Explanation to the Auditors' remark in respect to -

Point no . 4(b) - The Company has initiated process to avail the Service Tax credit pertaining to f.y. 2011-12 in the Current financial year i.e. 2012-13 and there would not be any financial loss to the Company for not availing credit of Service Tax for 2011-12.

Point no . 4(c) - The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon'ble BIFR. Since Dankuni unit is not operational, no depreciation is provided.

Annex to Auditors - Point no. 15 - Due to heavy accumulated losses, the Company is unable to repay the money borrowed from financial institutions, banks and debenture holders. However, the Company has initiated negotiation with them for early settlement.

The other notes to the Accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review, 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, 2011 and of the Loss of the Company for the year ended on 31 st March, 2012;

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) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Mr. S. K. Tibrewalla, Practicing Company Secretary regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure - B, C, D and E which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

INDUSTRIAL RELATIONS

The industrial relation during the year 2010-11 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

PARTICULARS OF EMPLOYEES

In view of no employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure - A, which forms part of this report.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

Registered Office : For and on behalf of the Board of Directors

6, Lyons Range sd/-

Kolkata - 700 001 B. N. Modi

Date : 24th August, 2012 Chairman & Managing Director

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Mar 31, 2011

The Directors hereby present the 43rd Annual Report and the Audited Accounts for the year ended 31st March, 2011.

(s. in lacs)

FINANCIAL RESULTS 2010-11 2009-10

Total Income 7950.25 7328.46

Total Expenditure 7822.72 7226.29

Profit / (Loss) before interest and depreciation 127.53 102.17

Less: Interest 41.33 16.85

Depreciation 76.13 67.59

Profit / (Loss) Before Tax & exceptional income 10.07 17.73

Other Income (Gain in settlement of NCD) 634.69 1087.67

Profit / (Loss) Before Tax & after exceptional income 644.76 1105.40

Less: Provision for Taxation including Fringe Benefit Tax & Tax for earlier years (0.37) (8.23)

Prior period Adjustment (4.03) (10.66)

Profit / (Loss) After Tax 640.36 1086.51

Add: Balance brought forward from previous year (8831.74) (9918.24)

Balance carried to Balance Sheet (8191.38) (8831.73)

CURRENT OPERATIONS

The Global Steel Industry had shown new heights during the year 2010-11. A good demand was encountered for the Steel products throughout the year as a result of which turnover of the Company was increased but profit margin were under pressure due to cut throat competition and cheaper imports of the products in the domestic market. The turnover of the Company during was Rs 79.41 crore and net profit of Rs. 10.07 lacs compared to the turnover of Rs. 73.27 crores & net profit of Rs. 17.73 lacs in the previous financial year.

BIFR - STATUS

Your Company was declared a sick unit by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) on 24th September' 04. The Board has already submitted rehabilitation scheme and is still awaiting for the sanction of the package.

INTEREST OUTGO

The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Hon'ble BIFR. However, interest on other borrowings have been charged in the books of the Company.

TRADING OF SECURITIES IN STOCK EXCHANGES

The trading of the shares of the Company are continued to be under suspension in the National Stock Exchange and Mumbai Stock Exchange. The Company has been regularly paying listing fees and complying with all the listing requirements of the Stock Exchanges. The Company has requested several times to the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for withdrawal of the suspension of the trading in view of the opportunities for trading being missed by present / prospective shareholders. No response from both NSE & BSE have been received so far.

DIRECTORS

According to provisions of the Companies Act, 1956 and Article of Association of the Company, Mr. R. K. Modi, Mr. P Bandopadhyay and Mr. M. L. Giria retire by rotation and being eligible offer themselves for re-appointment.

The terms of appointment of Mr. B. N. Modi, Mr. O. P. Modi, Mr. R. K. Modi, Mr. Piyush Modi and Mr. Apnesh Modi are proposed to be revised & renewed for approval of Shareholders as detailed in the notice calling Annual General Meeting.

AUDITORS

M/s.Abhijit Dutt & Associates, Chartered Accountants and Auditors of the Company retire pursuant to section 224 of the Companies Act, 1956 and being eligible offer themselves for re-appointment. Necessary certificate under Section 224(1-B) of the Companies Act, 1956 has been received from the retiring Auditors confirming their eligibility.

As permitted by the Companies Act, 1956 and it being considered in the interest of the Company, it is proposed to have the accounts of the branches at Mumbai, Chennai and such other Branch or Branches, as may be opened by the Company hereafter be audited by person or persons (other than the Company's Auditors) qualified for appointment as auditor (s) to be appointed by the Board of Directors in consultation with the Company's Auditors.

AUDITORS' REPORT

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review, 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 judgements 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, 2011 and of the profit of the Company for the year ended on 31st March, 2011 ;

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) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance alongwith a certificate from Mr. S. K. Tibrewalla, Practising Company Secretary regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure - B, C, D and E which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India ( Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading.

INDUSTRIAL RELATIONS

The industrial relation during the year 2010-11 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

PARTICULARS OF EMPLOYEES

In view of no employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules , 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

Registered Office : For and on behalf of the Board of Directors

6, Lyons Range sd/-

Kolkata - 700 001 B. N. Modi

Date : 25th August, 2011 Chairman & Managing Director

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Mar 31, 2010

The Directors hereby present the 42nd Annual Report and the Audited Accounts for the year ended 31st March, 2010.

(Rs. in lacs)

FINANCIAL RESULTS 2009-10 2008-09

Total Income 7328.46 8137.48

Total Expenditure 7226.29 8149.21

Profit / (Loss) before interest and depreciation 102.17 (11.73)

Less. Interest 16.85 15.29

Depreciation 67.59 53.99

Profit / (Loss) Before Tax & exceptional income 17.73 (81.01)

Other Income (Gain in settlement of NCD) 1087.67 -

Profit / (Loss) Before Tax & after exceptional income 1105.40 (81.01) Less: Provision for Taxation including Fringe Benefit Tax

& Tax for earlier years (8.23) (292.17)

Prior period Adjustment (10.66) -

(Loss) After Tax 1086.51 (373.18)

Add. Appreciation in value of Investments - -

Add: Balance brought forward from previous year (9918.24) (9545.06)

Balance carried to Balance Sheet (8831.73) (9918.24)





CURRENT OPERATIONS

Steel price was remains to be volatile during the year. There was down trend in the first quarter but in the remaining period of time during the year it had shown generally upward movement. The profit margin were favourable and the Companys bottom line has improved to a great extent. The Company has since been able to achieve a turnover of Rs 73.27 crore and net profit of Rs. 17.73 lacs compared to Rs. 81.37 crore & loss of Rs. 81.02 lacs in the previous financial year.

BIFR-STATUS

Your Company has been declared a sick unit by the Honble Board for Industrial and Financial Reconstruction (BIFR) on 24thSeptember, 2004. The Board has already submitted rehabilitation scheme and is still awaiting for the sanction of the package.

INTEREST OUTGO

The Board decided to keep the interest on Non-Convertible Debentures and Bank loans in abeyance till the disposal of package by Honble BIFR. However, interest on other borrowings have been charged in the books of the Company.

TRADING OF SECURITIES IN STOCK EXCHANGES

The trading of the shares of the Company are continued to be under suspension in the National Stock Exchange and Mumbai Stock Exchange. The Company has been regularly paying listing fees and complying with all the listing requirements of the Stock Exchanges. The Company had applied to the Bombay and Calcutta Stock Exchange for de-listing of shares from these Stock Exchanges and the confirmation is still awaited. The Company has requested several times to the National Stock Exchange (NSE) for withdrawal of the suspension of the trading in view of the opportunities for trading being missed by present / prospective shareholders. No response from NSE have been received so far.

DIRECTORS

According to provisions of the Companies Act, 1956 and Article of Association of the Company, Mr. Piyush Modi, Mr. H. K. Chaturvedi and Mr. Apnesh Modi retire by rotation and being eligible offer themselves for re-appointment.

Mr. O. P. Saxena has resigned from the Board of Directors w.e.f. 30th January, 2010. The Board put on record valuable services rendered by him during his tenure as a Director of the Company.

Mr. B. C. Khaitan was appointed as an Additional Director w.e.f. 18th March, 2010 and hold the directorship of the Company till the closure of the ensuing Annual General Meeting. A shareholder proposed his re-appointent uunder section 257 of the Companies Act, 1956. The Board considered his appointment would be in the interest of the Company.

AUDITORS

M/s. K. Banerjee & Co. was appointed as Statutory Auditors of the Company in the last Annual General Meeting. The said firm viz M/s. K. Banerjee & Co. was merged with M/s. Abhijit Dutt & Associates, Chartered Accountants from 1st January 10. M/s. Abhijit Dutt & Associates, Chartered Accountants and Auditors of the Company retire pursuant to section 224 of the Companies Act, 1956 and being eligible offer themselves for re-appointment. Necessary certificate under Section 224(1-B) of the Companies Act, 1956 has been received from the retiring Auditors confirming their eligibility.

As permitted by the Companies Act, 1956 and it being considered in the interest of the Company, it is proposed to have the accounts of the branches at Mumbai, Chennai and such other Branch or Branches, as may be opened by the Company hereafter be audited by person or persons (other than the Companys Auditors) qualified for appointment as auditor (s) to be appointed by the Board of Directors in consultation with the Companys Auditors.

AUDITORS REPORT

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review, 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 judgements 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, 2010 and of the profit of the Company for the year ended on 31st March, 2010;

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) the Directors have prepared the annual accounts on a going concern basis.*

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance alongwith a certificate from Mr. S. K. Tibrewalla, Practising Company Secretary regarding Compliance of Conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure - B, C and D, which form part of this Report.

INDUSTRIAL RELATIONS

The industrial relation during the year 2009-10 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

In view of no employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

ENERGY TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

Registered Office : For and on behalf of the Board of Directors

6, Lyons Range sd/-

Kolkata - 700 001 B. N. Modi

Date: 24th August, 2010 Chairman & Managing Director