| Dear Members,
The Directors have pleasure in presenting their 33rd Annual Report of
the company together with the
Audited Financial Statements for the year ended 31.03.2014
FINANCIAL RESULTS (Rs. In Lacs.)
Current Year Previous Year
Turnover 6686.38 7045.99
Other Income 145.77 62.35
Profit before Dep. & Tax 26.79 72.34
Less: Provision for depreciation 24.71 27.06
Loss/Profit 2.08 45.29
Provision for Taxation/Deffered Tax (2.64) 16.76
Loss/Profit after Tax 4.72 28.52
PERFORMANCE REVIEW
During the year under review, the company has achieved a sales turnover
of Rs. 6686.38 Lacs as compared to Rs.7045.99 Lacs for the previous
year. The company has earned cash profit of Rs.26.79 Lacs as compared
to profit of Rs. 72.34 Lacs for the previous year. Your directors
expect better results in future.
DIVIDEND
Your directors have decided to conserve the resources for future
requirements and hence do not recommend any dividend for the year under
review.
ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
Information in accordance with the provision of sec 217 (I) (e) of the
Companies Act, 1956 read together with the Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology and foreign exchange is given in the
statement annexed hereto and forms part of this report.
PUBLIC DEPOSITS
During the period under review your, company has not accepted any
deposits from public pursuant to the provisions of section 58-A of the
companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2AA) of the Companies
Act, 1956 the Directors confirm that:
i) In the preparation of the annual Financial Statements, the
applicable accounting standards have mainly been followed along with
proper explanation relating to the material departures.
ii) Such accounting policies, judgments and estimates are applied
consistently that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the
financial year and of the Profits of company for that period.
iii) 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 the Company and for
preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
Your company has taken adequate steps to ensure compliance with the
provisions of corporate governance as prescribed under the listing
agreement with the stock exchanges.
A separate report on corporate governance is enclosed as part of the
annual report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis of financial conditions and
results of operation of the Company for the year under review is
attached to this Report.
AUDITORS
The statutory auditors of the company, M/s S.C. Vasudeva & Co.,
Chartered Accountants, Ludhiana (Firm registration No. 000235N),retire
at the ensuing Annual General Meeting and has confirmed their
eligibility and willingness to accept office, if re-appointment. The
Audit committee and the Board of Directors recommends the
re-appointment of M/s S.C. Vasudeva & Co., Chartered Accountants, as
the auditors of the company untill the conclusion of 36th Annual
General Meeting..
M/s S.C. Vasudeva & Co., have provided necessary certificate under
section 139(1) read with section 141 of the Companies Act, 2013.
AUDITORS REPORT
The comments and observations of the auditors and the relevant notes on
the accounts are self-explanatory and therefore do not call for any
further comments.
COST AUDITORS
M/s R.C.AGARWAL & ASSOCIATES, Ludhiana, Cost Auditors (Firm
Registration No. 101434) were appointed as cost auditors of the company
for the financial year 2013-14. Further the board of directors has
reappointed them as cost auditors for the financial year 2014-15.
SECRETARIAL AUDITORS
The Board of directors of your company has appointed M/s Reecha Goel &
Associates, Practicing company secretaries, as Secretarial Auditor
pursuant to the provisions of section 204 of the Companies Act ,2013
for the financial year 2014-15.
INDUSTRIAL RELATIONS
Industrial relations continued to remain cordial throughout the year
and the Directors express their appreciation towards the workmen for
their co-operation and hope for continued cordial relations in the
years to come.
LISTING OF SHARES
The equity shares of the company are listed on 1. Ludhiana Stock
Exchange Limited, Ludhiana 2. Delhi Stock Exchange Limited, New Delhi.
3. Bombay Stock Exchange Ltd; Mumbai 4. Vadodara Stock Exchange
Limited, Vadodara.
DIRECTORATE
As per the provisions of the section 152 of Companies Act, 2013 and in
accordance with the Articles of Association, Mr. Vinod Gossa in,
Director of the company, is liable to retire by rotation and being
eligible, offers himself for re-appointment.
Mr. Krishan Chand Gupta, Managing Director of the company and who has
attained the age of seventy years and whose term is going to expire on
30.09.2014 is proposed to be re-appointed by Nomination and
Remuneration Committee of the Board as Managing Director of the company
for a further period of 5 years w.e.f. 01.10.2014 at a remuneration of
Rs. 2,50,000/- per month.
Mr. Deepak Gupta was re-appointed subject to approval of members as
Wholetime Director of the company w.e.f. 05.08.2014 for a period of 5
years at a monthly remuneration of Rs. 1,50,000/- on the
recommendations of the Nomination and Remuneration Committee of the
Board. The necessary resolution for his re-appointment is placed in the
notice of ensuing Annual General Meeting.
As per the provisions of the Section 149 (4) every listed public
company shall have at least one third of the total number of Directors
as Independent Directors. In terms of Section 149 (10) of the Companies
Act, 2013, an Independent Director shall hold office for a term up to
five consecutive years on the Board of a Company but shall be eligible
for reappointment on passing of a special resolution by the company for
a further period of upto five years. Further, in terms of Clause 49, it
is provided that a person who has already served as an independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of his present term,
for one more term of up to five years only. In accordance with this
requirement of the Act read with relevant rules and Clause 49, current
Independent Directors Mr. Gulshan Wadhwa, Mr. Ashok Kumar Gupta and Mr.
Arun Goyal are proposed to be appointed as Independent Directors for a
term of 5 years not being liable to retire by rotation. The Board
recommends that the proposed resolution relating to appointment of
Independent Directors be approved.
Kartar Singh Arora resigned w.e.f. 20.07.2013 and Naresh Batra resigned
w.e.f. 30.03.2014
PARTICULARS OF EMPLOYEES
None of the employee is in receipt of emoluments in excess of the
limits prescribed under the Companies ( Particulars of Employees )
Rules, 1975.
ACKNOWLEDGEMENTS
The board expresses its appreciation for the valuable assistance,
co-operation and support received from Company's Bankers, Central and
State Government Authorities and Shareholders.
Place : Ludhiana By Order of the Board
Dated : 30.08.2014 For Mukesh Steels Limited
(Krishan Chand Gupta)
Managing Director
DIN N0.00057030 | 