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Ramsarup Industries Ltd.

BSE:532690  |  NSE:RAMSARUPBZ  |  58888:ramil  |  IND:Steel - Others  |  ISIN code:INE005D01015  |  SECT:Metals - Ferrous

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You can view full text of the Director's Report for Ramsarup Industries Ltd.
Director Report
Mar2014   Mar 2015
Dear Members,



We are presenting the 36th Annual Report together with the Audited

Statement of Accounts of the Company for the financial year ended 31st

March 2015.



1. PERFORMANCE OF THE COMPANY



the Highlights of the performance of the Company during the Financial

Year ended 31st March 2015 are appended below:- (Rs, in Cr.)



Particulars 2014-15 2013-14



total Revenue 4.46 10.53



profit/(loss) before Interest ,

Depreciation & tax (5.97) (1.86)



Add : Interest 123.64 455.72



: Depreciation 50.30 31.41



profit / (loss )Before tax (179.91) (489.00)



provision for tax -



profit (loss) after tax

carried to Balance Sheet (179.91) (489.00)



Financial Performance



Highlights of performance during the financial year 2014-15 are:



total Revenue from operation of the Company is Rs.4.38 crores as

against Rs. 10.30 crores in the previous year.



operating profit / (loss) is Rs (5.97) crores as against Rs (1.86 )

crores in the previous year.



profit / (loss) before taxation is Rs (179.91) crores as against Rs

(489.00) crores in the previous year.



profit / (loss) after tax is Rs (179.91) crores as against Rs (489.00)

crores in the previous year.



the company has incurred substantial losses due to non operation of all

the manufacturing units and day to day administrative expenses.

Interest for the year on funds borrowed has been debited till June,

2014 and subsequently the company has not debited interest on borrowed

funds as accounts of the company had turned npA in the earlier years.

this has led to lower losses to the extent of Rs. 395.84 crores.



Due to change in the method of depreciation as required by the

Companies Act, 2013, the useful life of assets are recomputed on

01.04.2014 and the assets whose useful life has expired amounting of

Rs. 3,11,76,027/- has been transferred to the opening balance of

retained earnings. Also due to change in method of depreciation, the

depreciation for the year is higher by Rs. 20,00,92,023/- in the

Statement of profit & loss Account leading to higher losses to similar

extent.



Further as suspension of manufacturing activities has taken place in

all the manufacturing units, no production has taken place (except

generation of power in Wind Mills) there are indications which suggest

impairment in the value of plant and machineries and other fixed assets

of the company, for which the management is in process of getting the

study carried out.



Further one of the wind mill was under break down for most part of the

year.



During the year ended 31.03.2012 the net worth of the company had

eroded and the company had become Sick Industrial Company as per the

provisions of Sick Industrial Companies (Special provision) Act 1985

(SICA) and the Company was required to make reference with the Board

for Industrial and Financial Reconstruction (BIFR). necessary

compliances had been made in accordance with the provision of SICA and

reference of the company registered with Hon''ble BIFR as Case no.

67/2012 was intimated vide letter no. 3(R-4)/BC/2012 dated 21st

November 2012 by the ld. Registrar of the Board for Industrial &

Financial Reconstruction. Subsequently the matter was in AAIFR appeal

no. 78 / 2014 dtd. 11.04.2014 and AAIFR set aside the impugned order

and remand the matter back to BIFR with direction to consider the

submission of all the parties and pass order afresh after giving

specific finding through a reasoned order.



Dividend



In view of the losses incurred during the year under review your

Directors do not recommend any dividend for the current financial year.



Reserve and Surplus



the net worth of your company has eroded and the company has not

transferred any amount to the reserves.





2. MANAGEMENT DISCUSSION AND ANALYSIS



Future of Indian steel industry looks encouraging due to reasonable GDp

growth of India as we have a stable government at the Centre.



Major issues that have been affecting adversely the steel industry have

been availability of Iron ore & Coal. Iron ore availability has

improved due to opening up of iron ore mines and drop in international

prices.



International prices of both Coking coal and Steam coal has come down

substantially which will help the bottom line of the steel industry.



the company is not expecting good performance during the year

2015-16.once the revival and rehabilitation / settlement package of the

company is submitted and approved by the appropriate

authority/institutions the company has the knowledge, ability to get

back to its glorious past in time to come.



A. Internal Control Systems



We have always believed in transparency, which is an important factor

in the success and growth of any organization. the Company has an

adequate system of internal control supported by an extensive

programmed of internal control and systems are established to ensure

that financial and other records are reliable for preparing financial

statements.



However, due to closer of the plant not much benefits have taken place

during the year under review.



B. Human Resources



During the year under review employee/industrial relation continued to

suffer a setback due to suspension of work at its manufacturing units.



C. Cautionary Statement



the Management Discussions and Analysis describe Company''s projections,

expectation or predictions and are forward looking statements within

the meaning of applicable laws and regulations. Actual results could

differ materially from those expressed or implied. Important factors

that could make a difference to the company''s operations include

economic conditions affecting demand and supply and price conditions in

domestic and international market, changes in Government regulations,

tax regimes, economic developments and other related and incidental

factors.



3. PARTICULARS FOR EMPLOYEES U/S 197 READ WITH RULE 5 OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONANNEL) RULES, 2014



During the year under review, no employees of your company were in

receipt of remuneration in excess of the limits prescribed under the

above section.



4. PUBLIC DEPOSIT



the Company has not accepted any deposit within the meaning of Section

73 of the Companies Act, 2013 and the Companies (Acceptance of

Deposits) Rules, 2014.



5. particulars of loans, guarantees or investments:



the company has not given any loans or guarantees covered under the

provisions of section 186 of the Companies Act, 2013.



the details of the investments made by the company are given in the

notes to the financial statements.



6. directors



- There was no change in the directorships of the company during the

year.



- Board Evaluation:



pursuant to the provisions of the Companies Act, 2013 and Clause 49 of

the listing Agreement, the Board has carried out an evaluation of its

own performance, the directors individually as well as the evaluation

of the working of its Audit, nomination& Remuneration and Stakeholders

Relationship Committees.



As directed by the Companies Act, 2013, the Board in its Meeting held

on 30th May 2015, adopted a policy for evaluation of itself along with

all its committees and all the Directors individually.



Based on such policy, the Board in its first Board Meeting held after

the end of Financial Year 2014-15, performed an evaluation, on a

comprehensive basis, of its own working, as well as working of all its

committees. the evaluation also included personal evaluation of

individual Directors.



As a result of such evaluation some advises generated, which the entire

Board noted and adopted to follow in its future performance.



- Remuneration Policy



the Board has not adopted any remuneration policy due to non

constitution of nomination and remuneration committee. However none of

the Directors have drawn any salary during year in review and no fresh

Key Managerial personnel has been appointed. Further since the

manufacturing plants of the company are under suspension with hardly

any activity in the company there no other KMp''s too.



- Meetings:



Details of the various meetings held during the financial year 2014-15

have been given in the Corporate Governance Report. During the year

under review, 4(four) Board meetings were held on 21/05/2014,

08/08/2014, 01/11/2014 and 11/02/2015.



- In accordance with the provisions of Section 152 of the Companies

Act, 2013 Mr. Shambhunath Kairi retires by rotation and, being

eligible, offers himself for re-appointment.



- Independent Directors:



the Company doesn''t have Independent Directors thus, requirement of

Clause 49 (II A) of the listing agreement and Company Act, 2013 was not

complied.



the total strength of your Board of Directors as on 31st March, 2015 is

three members consisting of one Managing Director and two executive

directors leading to non-compliance of the clause which requires that

at least 50% of the Board should comprise of non-executive directors

and 50% of the Board should also comprise of Independent Director, if

Chairman is executive director. However, the Company had been

registered with BIFR and subsequently the matter had been referred to

AAIFR and AAIFR set aside the impugned order and remand the matter back

to BIFR with direction to consider the submission of all the parties

and pass order afresh after giving specific finding through a reasoned

order. Due to the above situation company is facing difficulty in

inducting Independent Directors on the Board. For the same reason

Company has not been able to appoint a Woman Director.



7. directors'' responsibility statement



pursuant to the requirement under Section 134 (5) of the Companies Act,

2013, the Directors confirm:



(i) that in preparation of the accounts for the financial year ended

31st March 2015, the applicable accounting standards have been followed

along with proper explanation relating to material departures;



(ii) that the Directors have selected such accounting policies and

applied them consistently and made judgment and estimates that were

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

profit or loss of the Company for the year under review;



(iii) that the Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 2013 for safeguarding the assets of

the Company and for preventing and detecting fraud and other

irregularities;



(iv) that the Directors have prepared the accounts for the financial

year ended 31st March 2015 on a ''going concern'' basis.



v) the directors had laid down internal financial controls to be

followed by the company and that such internal financial controls are

adequate and were operating effectively.



vi) the directors had devised proper system to ensure compliance with

the provisions of all applicable laws and that such system were

adequate and operating effectively.



8. CORPORATE GOVERNANCE



Your Company recognizes the importance of good Corporate Governance in

building stakeholders'' confidence, improving investor protection and

enhancing long-term enterprise value. A report on Corporate Governance

is annexed.



9. AUDITORS



- M/s P.K. Lilha & Co., Chartered Accountants, have communicated their

willingness to act as the statutory auditors of the Company subject to

necessary approval at the forthcoming Annual General Meeting under

Section 139 and 140 of the Companies Act, 2013 and the Board

recommended their appointment for the period 2015-2016.



Auditors Report



the observations / qualifications made by the Statutory Auditors in

their report for the year under review are self- explanatory and have

also been further amplified in the notes to financial statements.



- Pursuant to provisions of section 204 of the Companies Act, 2013 and

The Companies (Appointment and Remuneration of Managerial personnel)

Rules, 2014 the company has appointed M/s. D. Raut & Associates, a

Company Secretary in practice to undertake the Secretarial Audit of the

Company. the Secretarial Audit report is annexed herewith as "Annexure

B".



- Reply to the observation of the Secretarial Audit Report is annexed

as "Annexure C.



10. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE

COMPANY



there were no material changes affecting the financial position of the

company occurring between the date of Financial Statements and the

Board Report.



11. RELATED PARTY TRANSACTIONS :



there were no related party transactions made by the Company with its

promoters, Directors or Management, their subsidiaries or relatives

etc. that may have potential conflict with the interests of the Company

at large.



During the year loan payable by the Company to related party has

increased / decreased with overall increase in the payable. Above loan

is free of interest.



the details have been disclosed in the notes to the Accounts.



12. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:-



A. Conservation of Energy:



All plants are shut down but in the past following energy conservation

measures were taken:



i) periodic checking and supervision of the electrical Distribution

network and corrective and proactive measures helped to maximize energy

usage, ensuring as effective and efficient system of energy

distribution.



ii) Reuse of waste oil in furnaces.



iii) Regular monitoring of leakages of compressed air and fuel oil to

save fuel.



iv) Controlling of idle running of equipment during stoppages to save

energy.



v) Applying right voltage to the systems through transformers with

automatic voltage regulator.



vi) Reduction in steam, lower power consumption during peak hour rate.



vii) the company''s technical cell continued to implement and find ways

to conserve energy, avoiding any unnecessary operation and wasteful

practice.



viii) Shutting down all electrical equipments and other appliances,

when not in use, to avoid wastage of energy.



ix) Installing soft starter''s at all electrical control panels, to

reduce power consumption.



B. Technology Absorption:



All plants are shut down but in the past following technology

absorption measures were taken:



- Research & Development - There had been ongoing efforts to improve

productivity levels and quality standards but no specific research and

development was required.



- Technology absorption, Adaptation & Innovation - Indigenous

development of technology had taken place continuously.



- Particulars of technologies imported during last 5 years - Not

applicable.



C. Foreign Exchange



Foreign exchange earnings and outgo were nIl during the year.



13. corporate social responsibility initiatives



the Companies (Corporate Social Responsibility policy) Rule, 2014 is

not applicable to the Company. However, your Company respects society

value and makes endeavor to contribute for the societal cause as far as

possible.





14. ENVIRONMENT



All the manufacturing units of the company are closed but necessary

equipments have been installed in the manufacturing units in order to

comply with all regulatory measures so that no harm is caused to the

society and nature at large. though the Company''s operations are not

inherently polluting in nature, the Company continues to take adequate

precautions to comply with all regulatory measures in this regard at

all the educational premises and sites, so that no harm would cause to

the society and the nature at a large.



15. ratio of director remuneration To median of employees



the directors of the Company are not drawing any salary. so the point

of calculation of ration is not applicable. However, the median

remuneration of the employees of the company during the financial year

was Rs. 2.25 lacs.



16. Vigil mechanism / Whistle Blower policy:



the Company being a sick company and thus the requirement of vigil

mechanism is not fulfilled by the company.



this policy is formulated to provide opportunity to all the employees

to access in good faith, to the Audit Committee of the Company in case

they observe any unethical and improper practice or behavior or

wrongful conduct in the Company and to prohibit managerial personnel

from taking adverse personnel action against such employee.



17. declaration on compliance With code of conducts



the Board has formulated a Code of Conducts for the Board Members and

Senior Management of the Company, which has been posted on the website

of the Company.



It is hereby affirmed that all the Directors and Senior Management

personnel have complied with the Code and a confirmation to that effect

has been obtained from the Directors and the Senior Management.



19. PREVENTION OF INSIDER TRADING



the Code requires pre-clearance for dealing inthe Company''s shares and

prohibits the purchase or sale of Company''s shares by the Directors and

the designated employees while in possession of unpublished price

sensitive information in relation to the Company and during the period

when the trading Window is closed. the Board is responsible for

implementation of the Code.



All Directors and the designated employees, who hold any shares in the

Company, have confirmed compliance with the Code.



20. RISK MANAGEMENT



pursuant to section 134 (3) (n) of the Companies Act, 2013, the company

has adopted a Risk Management policy. the Board identified some risks

that may affect the business of your Company and segregated them in

various categories. Based upon such categorization Board has directed

the Management to adopt and follow certain preventive steps. However

Committee for Risk Management has not been formed.



21. EXTRACT OF ANNUAL RETURN



the details forming part of the extract of the Annual Return in form

MGt-9 is annexed herewith as "Annexure A.



22. CEO CERTIFICATION



the Managing Director of the Company have submitted a certificate to

the Board as required under Clause 49 of the listing Agreement for the

year ended 31st March 2015.



23. compliance certificate



A Certificate from the Statutory Auditors of the Company regarding

compliance of conditions of Corporate Governance as stipulated under

Clause 49 of the listing Agreement is attached to this Report.



ACKNOWLEDGEMENTS



Your Directors would like to express their sincere appreciation of the

co-operation and assistance received from shareholders, customers,

vendors, bankers, and other business constituents for their support

during the year under review. Your Directors also wish to place on

records their deep sense of appreciation for the commitment displayed

by all employees during the year.



on behalf of the Board of Directors



For RAMSARUP INDUSTRIES LTD.



Kolkata Aashish Jhunjhunwala



Dated : 30.05.2015 Managing Director

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