DIRECTORS
Your directors are pleased to present the 17th Annual Report of the Company togetherwith audited accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
| | (Rs. in Lacs) |
| Particulars | Current Year | Previous Year |
| 2010-11 | 2009-10 |
| Net Sales & Operating Revenues | 38313.39 | 36892.42 |
| Other Income | 32.34 | 47.11 |
| Total Income | 38345.73 | 36939.53 |
| Less: Total Expenditure | 37931.05 | 36697.15 |
| Profit Before Tax | 414.68 | 242.38 |
| Less: Tax Expenses | 118.48 | 38.39 |
| Less: Prior Period Adjustments | 11.70 | 10.43 |
| Profit for the year | 284.50 | 193.56 |
FINANCIAL AND BUSINESS PERFORMANCE
A detailed analysis into the financial and operational performance for the year underreview is appearing under Management Discussion & Analysis and Corporate GovernanceReport, which form part of this Report.
BOARD OF DIRECTORS
During the period under review there has been no change in the Directorship of theCompany.
Mr. Saurabh Agarwal and Mr. Mahendra Kumar Doogar will retire by rotation and beingeligible, offer themselves for re-appointment.
The brief resume of the Directors who are to be appointed / re-appointed, the nature oftheir expertise in specific areas, names of companies in which they hold directorships,committee memberships / chairmanships, their shareholdings etc. are furnished in theCorporate Governance Report of the Company.
Your directors recommend their appointment / re-appointment at the ensuing AnnualGeneral Meeting.
DIVIDEND
The Board of Directors has not recommended any dividend, due to inadequate profits, forthe Financial Year ended 31st March, 2011.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, with respect to the Directors'Responsibility Statement, your
Directors confirm:
i) That in the preparation of the Annual Accounts, the applicable Accounting Standardshave been followed.
ii) That the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year ended 31st March, 2011 and of the Profits of the Company for that year.
iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) That the Directors have been prepared the annual accounts on a going concern basis.
FIXED DEPOSIT
During the period under review, the Company has not invited any fixed deposits from thepublic in terms of provisions of Section 58-A of the Companies Act, 1956 read with theCompanies (Acceptance of Deposits) Rules, 1975.
AUDITORS
M/s S. Singhal & Co., Chartered Accountants, E-127, Industrial Area, Bhiwadi(Rajasthan), the Statutory Auditors of the Company, having registration number 001526Cwith the Institute of Chartered Accountants of India, retiring at the conclusion of theensuing Annual General Meeting and being eligible, offer themselves for re-appointment asStatutory Auditors of the Company. The Company has received a letter dated 30th May, 2011,that their re-appointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956.
AUDITORS REPORT
The observation of the Auditors together with Notes to the Accounts as referred to inthe Auditors' Report are self-explanatory and therefore do not call for any furthercomments from the Directors.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, ManagementDiscussion and Analysis, Corporate Governance Report is attached as a part of the AnnualReport. The Certificate from Company Secretary in practice regarding compliance ofconditions of Corporate Governance is also annexed.
SUBSIDIARY COMPANY AND CONSOLIDATED RESULTS
Your Company is not having any subsidiary company hence disclosures regardingsubsidiaries and consolidated results as per Accounting Standard AS-21 and AS-27 issued bythe Institute of Chartered Accountants of India and clause 32 of the Listing Agreement arenot required.
PARTICULARS OF EMPLOYEES
No information as required under Section 217 (2A) of the Companies Act, 1956 read withCompanies (Particulars of Employees) Rules, 1975 to be furnished as none of the employeesof the Company is in receipt of the remuneration in excess of the limits prescribedtherein.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO
Additional information regarding conservation of energy, research & development,technology absorption and foreign exchange earnings and outgo, required under section 217(1) (e) of the Companies Act,1956 is given in Annexure forming part of this report.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance provided by thebankers, financial institutions, Government, SEBI, Stock Exchanges, Local Authorities andother regulatory authorities. The Board wishes to place on record the contribution made bythe employees of the Company during the year. Your Directors thanks the customers,clients, vendors, dealers, distributors, franchisees and business associates for theircontinued support at all levels.
| | By Order of the Board of Directors |
| | KAMDHENU ISPAT LIMITED |
| Date: 30.05.2011 | (Satish Kumar Agarwal) | (Sunil Kumar Agarwal) |
| Place: Gurgaon | Chairman & Managing Director | Director |
ANNEXURE TO THE DIRECTORS' REPORT
Information 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 and formingpart of the Directors' Report for the year ending 31st March, 2011.
A) CONSERVATION OF ENERGY
The Company ensures that all possible measures are taken to conserve energy includingidentification of potential areas of saving energy, installation of energy efficientequipments.
i) Energy conservation measures taken: The Company had commissioned two wind powerprojects of 1.25 MW and 0.6 MW at Jaisalmer (Rajasthan) in the year 2006 and 2007 havingleast expensive and eco-friendly source of energy.
ii) Additional investment proposals, if any, being implemented for reduction of energy.NIL
iii) Impact of measures at (i) and (ii) above for reduction of energy consumption andconsequent impact on the cost of production of goods. The total power generated from boththe wind power projects was 2337036 units.
iv) Details of energy consumption and energy consumption per unit of production isgiven in "Form A"
FORM- A
| Particulars | 2010-2011 | 2009-2010 |
| STEEL DIVISION | | |
| A Power and Fuel Consumption | | |
| 1. Electricity | | |
| a) Purchase Unit * | 25708752 | 25315200 |
| Total Amount (Rs.) | 119609910 | 114378050 |
| Rate/Unit(Rs.) | 4.66 | 4.52 |
| b) Own Generation | | |
| I) Through diesel generator (Unit) | - | - |
| Units per Ltr. of diesel Oil | - | - |
| Cost / Unit (Rs.) | - | - |
| ii) Through Wind Power turbine | 2337036 | 3120192 |
| 2. Coal (Gasification Plant ) | | |
| Steam Coal (MT) | 7353 | 10713 |
| Total Amount (Rs.) | 43901308 | 60294809 |
| Average rate/MT (Rs.) | 5971 | 5628 |
| 3. Furnace Oil | | |
| Quantity (KL) | 376 | 178 |
| Total Amount (Rs.) | 9724666 | 4549995 |
| Average rate per KL (Rs.) | 25863 | 25562 |
| B. Consumption per unit of production | | |
| Electricity-units/MT ** | 374 | 324 |
| Furnace Oil-Ltrs/MT | 7 | 3 |
| Coal-Kg /MT | 141 | 175 |
| *Electricity Purchased units includes unit consumed in the production of MS Ingot & Bars. | | |
| ** Consumption per unit of production calculated after considering the total production of MS Ingot & Bars. | | |
| PAINT DIVISION | | |
| A. Power and Fuel Consumption | | |
| Electricity | | |
| Purchase Unit | 800712 | 588606 |
| Total Amount (Rs.) | 3836035 | 2921155 |
| Rate/Unit (Rs.) | 4.79 | 4.96 |
| B. Consumption per unit of production | | |
| Electricity- units/MT/KL | 23 | 26 |
B) TECHNOLOGY ABSORPTION
Form B
(FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION)
RESEARCH AND DEVELOPMENT (R & D)
i) Specific areas in which R &D carried out by the Company
The Company's R&D activities concentrated on development of new products andapplications, efficient use of resources and improving quality of products.
Research & Development work are continuing in respect of next generation productslike Galvanized Rebars and Stainless Steel Rebar and in the existing products TMT rebars.
The Company has introduced water based enamel which is eco friendly and known for itslongevity as compared to the conventional oil based paints. The Company is alsoundertaking Research & Development activity for the reduction of cost of water basedpaints as there might be shortage of petroleum product in future and ultimately all needto go to VOC (Volatile Organic Compound) products.
ii) Benefits derived as a result of above R & D
Galvanized Rebars and Stainless Steel Rebar shall prove to be very effective in thecoastal areas where moisture level in the air is very high, where traditional iron bar isnot effective due to rust.
iii) Future plan of action
The R & D efforts of your Company will continue to focus on development of newproducts and applications, efficiency improvements, waste reduction, saving in energyconsumption and improving quality of products.
| iv) Expenditure on R & D | (Rs. In Lacs) |
| a) Capital | Nil |
| b) Recurring* | 29.17 |
| c) Total | 29.17 |
| d) %of Turnover | 0.08% |
*Recurring expenses are included in the manufacturing expenses.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
i) Efforts in brief, made towards Technology Absorption and Innovation:
The Company has entered into an agreement in 2005 with Centre De RechercherMettalurgiques (CRM) Asbi-Avenue du Bois Saint Jean, 21-Domain Universitaire Ddu SartTilman (P59) – B- 4000 LIEGE, Belgium for use of TEMPCORE trademark used foridentification of high quality steel bars manufactured with the technology known as ThermoMechanical Treated (TMT). In accordance with the terms of agreement, the Company built athermo processing line with technical know how and engineering of Hariths Engineering,Bangalore.
ii) Benefits derived as a result of the above efforts e.g. product quality improvement,cost reduction, product development etc.
iii) In case of imported technology (imported during the last five years reckoned fromthe beginning of the financial year) following information may be furnished:
| a. Technology Imported | Thermo Mechanical Treated (TMT) Technology |
| b. Year of import | 2005 |
| c. Has technology been fully absorbed | Yes |
| d. If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action. | Not applicable |
C) FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has not earned any foreign exchange during the year under review.
The Company has incurred foreign exchange outgo towards the import of the traded goodshaving CIF value of Rs. 13.55 Lacs during the year under review.
| | By Order of the Board of Directors |
| | KAMDHENU ISPAT LIMITED |
| Date: 30.05.2011 | (Satish Kumar Agarwal) | (Sunil Kumar Agarwal) |
| Place: Gurgaon | Chairman & Managing Director | Director |