MANAGEMENT DISCUSSION AND ANALYSIS
Industry Overview
The demand for steel in India is expected to rise 7 percent in the next financial year
beginning April,1 compared to the sluggish 5.5 percent projected growth in 2012-13. The
overall outlook for the steel sector is positive and the demand was likely to pick up in
the next financial year on the back of revival in economic growth and the
government’s measures to ease infrastructure investment rules.
In fiscal 2012-13, growth in domestic steel demand is expected to be around 5.5
percent. Total demand is expected to be around 75 million tonnes in 2011-12. In 2013-14,
demand is expected to be higher at around seven percent.
India is currently the world’s fourth largest producer of crude steel after China,
Japan and the U.S.
Challenges
Compared to the global average per capita consumption of 150 Kgs, India’s per
capita consumption of steel is still a mere 39 kgs perhead. Even by Asian standards India
have a long way to go in the consumption of steel. Technologically, the main hurdles
before Indian Steel industry are the cost of power and non-availability of metallurgical
coke.
Risks and Concerns
Un-remunerative Prices : Stagnating demand, domestic oversupply and falling prices in
the last four year have hit Indian Steel makers.
Endemic Deficiencies: These are inherent in the quality and availability of some of the
essential raw materials available in India, example, high ash content of indigeneous
coking coal adversely affecting the productive efficiency of coal making and is generally
imported.
Systematic Deficiencies: However, most of the weaknesses of the Indian Steel industry
can be classified as Systematic deficiencies. Generally these deficiencies are:
a) High cost of Capital
b) High cost of basic inputs
c) Poor quality of basic infrastructure like road, ports, etc.
d) Lack of expenditure in research and development
e) Delay in absorption of technology by existing units
f) Low Quality of steel and steel products
g) High level taxation
Opportunities
The biggest opportunity before Indian Steel Sector is that there is enormous scope for
increasing consumption of steel in almost all sectors in India. India has rich mineral
resources. It has abundance of iron ore, coal and many other raw materials required for
iron and steel undertaking. It has the fourth largest iron ore reserve.
Human Resources/ Industrial Relations Front
The company maintained cordial relations with employees at all levels during the year
under report.
Internal Control Systems and their adequacy
The Company has a reasonable system of internal control comprising authority levels and
powers, supervision, checks and balances, policies and procedures. The system is reviewed
and updated on an on-going basis. The Company continuously upgrades its internal control
systems by measures such as strengthening of IT infrastructure and use of external
management assurance services.
Cautionary Statement
Certain Statements in the management discussion and analysis describing the
Company’s Objectives, projection, estimates and expectations may be ‘forward
looking statements’ within the meaning of applicable laws and regulations. Actual
results may differ materially from those expressed or implied. Important factors, which
could make a difference to the company’s operations including economic conditions
affecting demand/supply and price conditions in the domestic market in which the company
operates, changes in the Government regulations, tax laws and other statutes along with
other incidental factors.
The Members,
Ranjeev Alloys Limited,
Mandi Gobindgarh
I have examined the registers, records, books and papers of M/s Ranjeev Alloys Limited
as required to be maintained under the Companies Act, 1956, and the rules there under and
also the provisions contained in the Memorandum and Articles of Association of the Company
for the financial year ended on 31st March, 2013. In my opinion and to the best
of my information and according to the examinations carried out by me and explanations
furnished to me by the company, its officers and agents. I certify that in respect of the
aforesaid period under review:
1. The company has kept and maintained all registers as stated in Annexure
’A’ to this certificate, as per the provisions and the mles made there under and
all entries therein have been duly recorded.
2. The Company has duly filed the applicable forms and returns as stated in Annexure
‘B’ to this certificate, with the Registrar of Companies, Regional Director,
Central Government, Company Law Board or other authorities within the time prescribed
under the Act and the rules made there under.
3. The company being a Public Limited Company, comments are not required on minimum
number of members.
4. The Board of Directors duly met 8 times on 11-05-2012, 21-07-2012, 09-08-2012,
25-08-2012, 08-11-2012, 28-12-2012, 30-01-2013 and 31-03-2013 in respect of which meetings
proper notices were given and proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.
5. The company has closed its Register of Members from Friday the 28th day
of September, 2012 to Saturday, the 29th day of September, 2012 during the
Financial Year ended on 31st March, 2012. The notice of Book Closure was
published in one newspaper.
6. The annual general meeting for the financial year ended on 31-03-2012 was held on
29- 09-2012 after giving due notice to the members of the company and the resolutions
passed thereat were duly recorded in Minutes Book maintained for the purpose.
7. One Extra ordinary general meeting was held on 19th, April 2012 during
the year.
8. The company has not advanced any loan to its director(s) during the year as
explained by the management.
9. According to the management, the company has complied with the provisions of Section
297.
10. According to the management, respective register under Section 301 of the Act is
maintained by the company.
11. The company claims that as there were no instances falling with in the purview of
Section 314 of the Act, the company has not obtained any approval from the Board of
Directors, members or Central Government.
12. The issue of duplicate share certificate was not required during the Financial
Year.
13. The Company has complied with:
I. Delivered certificates as required during the year.
II, III, IV No dividend was declared or paid during the financial year.
V. Duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors is duly constituted. There is no additional/altemate/casual
appointment of Directors during the year.
15. The Company has not appointed any Managing Director/Whole Time Director or Manager
during the year.
16. There has been no sole-selling agent of the company.
17. No such approvals of Central Government, Company Law Board, Regional Director has
been required in any case.
18. The Directors have disclosed their interest in other companies/firms to the Board
of Directors pursuant to the provisions of the Act and the rules made there under.
19. No issue of Shares has been there during the year.
20. There have not been any bought back of shares during the Financial Year.
21 The Company has not issued Preference shares at any point of time and thus
redemption do not arise.
22. No such keeping of rights/dividend/bonus shares was ever required during the
Financial Year.
23. According to the management the company has not accepted any deposits during the
year under review as per the provisions of Section 58 A of the Companies Act, 1956.
24. The amount borrowed by the Company from directors, members, public, financial
institutions, banks and others during the financial year ending 31-3-2012 is within the
borrowing limits of the Company and that necessary resolutions as per Section 293(1)
(d) of the Act have been passed in duly convened extraordinary general meeting held
earlier.
25. The company has made loans and investment, or given guarantees or provided
securities to other bodies corporate in compliance with the provisions of Section 372A the
Act and has made necessary entries in the register kept of the purpose.
26. The company has not altered the provisions of memorandum with respect to situation
of the company’s registered office from one state to another during the year and thus
compliance is not applicable.
27. The company has not altered the provisions of the memorandum with respect to the
object of the company during the year under scrutiny and thus compliance is not
applicable.
28. The company has not altered the provisions of the memorandum with respect to name
of the company during the year under scrutiny and thus compliance not applicable.
29. The company has not altered the provisions of the memorandum with respect to share
capital of the company during the year under scrutiny and thus compliance is not
applicable.
30. The company has not altered its Articles of Association during the year under
scrutiny and thus compliance is not applicable.
31. On the basis of information and explanations given to us by the management no
prosecution or show cause was ever issued to company during the Financial Year.
32. The company has not received any security from its employees during the year under
certification and thus compliance was not applicable.
33. On the basis of information and explanation provided by the management, provisions
of the Provident Fund Act were not applicable to company during the year.
| Place : LUDHIANA |
Signature: |
| Dated: 05.06.2013 |
Name of Company Secretary: P.S.BATHLA |
|
C.P.No.2585 |
Annexure A
Registers as maintained by the Company
| Name of Register |
Maintained under Section |
| 1. Register of Members |
150(1) |
| 2. Register of Index of Members |
151(1) |
| 3. Minute Books of Board of directors |
193 (1) |
| 4. Minute Books of Proceedings of General Meetings |
193 (1)& 196(1) |
| 5. Books of Accounts |
209 (1)& 209 A (1) |
| 6. Register of Directors |
303 (1)&303 (1) |
| 7. Register of Director’s Shareholdings |
307 (1) (5) |
| 8. Register of Investments |
372 A (1) |
| 9. Register of Charges |
143 (1) |
| 10. Register of Contracts, with Directors, Companies & Firms In which directors
are interested. |
301(1), (5) |
Annexure B
Forms and Returns as filed by the Company with the Registrar of Companies, during the
financial year ending on 31st March, 2013
| Form No |
For |
Date of Filing |
| Form 23 |
Registration of Resolution |
25-04-2012 |
| Form 66 |
Compliance Certificate |
16-10-2012 |
| Form 20B |
Annual Return |
28-11-2012 |
| Form 23AC & ACA |
Balance Sheet |
10-01-2013 |
Note: We further state that compliance of all the applicable provisions of the
Companies Act, 1956 is the responsibility of the management. This report is prepared on
test check basis and information & explanation provided to us by the management of the
company. It is neither an assurance as to future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the
company.
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