| 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 |