shri bajarang alloys ltd Directors report

DIRECTORS

Your Directors hereby present the 23 ^rd Annual Report of the company along with Audited Statement of Accounts for the year ended 31^st March, 2013.

FINANCIAL RESULTS

Sr. No.	Particulars	31.03.2013 (Rs. in Lac)	31.03.2012 (Rs. in Lac)
1.	Total Revenue	2.46	30.92
2.	Total Expenses	15.01	61.63
3.	Profit/(Loss) before Tax & Extraordinary & Exceptional Items	(12.55)	(30.70)
4.	Exceptional Items	-	(10.15)
5.	Profit/(Loss) after Tax	(12.55)	(40.86)

As you all are aware that the company is not carrying in any manufacturing activity since December, 2010 the financial results are below average. The company has carried only trading of some items during the year under report. Your directors have already passed a special resolution in the previous year itself under Section 293 (1) (a) for sale of substantial part of company’s undertaking. The Management is looking for various avenues for reviving the company. They are looking into fields if information technology, business process outsourcing, hospitality, establishment of restaurants, motels, retail chain etc.

Your directors are hopeful that the company will resume its operations very soon.

DIVIDEND

Since the company has undertaken operations at very small level and that too without earning any profits, your directors express their inability to recommend any dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Sh. Vishal Patel and Sh. Kanav Bhatia, retire by rotation at ensuing Annual General Meeting and being eligible , offer themselves for re-appointment as directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report highlighting the present scenario of the industry and its viability for the company is attached separately to this Report and forms part of this.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Report is included in this Report. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as required under Clause 49 of the Listing Agreement is part of this report.

LISTING ON STOCK EXCHANGES

The company’s shares are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The company has applied for Voluntary delisting under Securities and Exchange Board of India (Delisting of Securities) Guidelines 2003 to Delhi Stock Exchange. The application is pending with Delhi Stock Exchange.

FIXED DEPOSITS

The Company had no unpaid/unclaimed deposits as on March, 2013. The company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 during the year ended 31^st March, 2013.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 may be treated as NIL. Industrial relations continued to be peaceful and cordial.

AUDITORS

M/s S K Bhalla & Company, Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the company has obtained a written certificate from the Auditors to the effect that their reappointment, if made, would be in conformity with the limits specified therein.

COMMENTS ON AUDITORS REPORT

Point wise reply on Auditors Qualification

1 (c) As there had been no business, the company had stopped the production w.e.f. December, 2010. Due to non-production, the plant and machinery was becoming obsolete. Your directors were left with no alternative except to sale a part of fixed assets. However, the company remains going concern. Further, the company has also carried a resolution u/c 293 (1) (d) of the Companies Act, 1956 through Postal Ballot in terms of Companies (Passing of Resolutions by Postal Ballot) Rules, 2011 for sale of undertaking.

3 (b & c): The company had advanced loans to certain entities. Due to break in continuity of business, the recovery of such loans has become impossible. When the recovery of principle amount has been doubtful, the interest has not been charged to give a true and fair view of accounts. These transactions had been in the ordinary course of business.

6. No unsecured loans have been accepted from business firms and relatives of directors. These transactions and outstanding are on account of business transactions during the year.

11. Due to the reasons beyond the control of Directors, the company has defaulted in making the payments to IDBI Bank Ltd., Mandi Gobindgarh against Secured Loans (C/c & BP). An application for One Time Settlement & Waiver of Interest, charged by the bank, had been submitted and initially approved by IDBI Bank Ltd. However, the Bank subsequently revoked the one time settlement vide its letter dated 7^th March, 2013. Your Directors are taking earnest steps to revive the settlement plan with the Bank. No interest has been provided as the accounts are NPA.

COMPANIES COMPLIANCE CERTIFICATE

The compliance certificate issued by a Practicing Company Secretary in terms of the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, is attached to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

i) that in the preparation of the annual accounts for the period ended March 31^st, 2012, the applicable accounting standards have been followed.

ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2012 and of the net profit earned by the Company for financial period ended March 31, 2012.

iii) that 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) that the annual accounts for the period ended March 31, 2012 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Particulars in respect of conservation of energy and technology absorption and foreign exchange earnings and out go as required under section 217(1) (e) of the Companies Act. 1956 are provided as under:

A) Conservation of Energy.

Power and fuel expenses:	CURRENT YEAR	PREVIOUS
YEAR 1) ELECTRICITY
a) Purchased units (KWH)	NIL	NIL
Total Amount	Rs. NIL	NIL
Power per Unit	Rs. NIL	NIL
b) OWN GENERATOR
Through Diesel	NIL	NIL
Generating Unit	NIL	NIL
2) FURNACE OIL	NIL	NIL
3) OTHER/INTERNAL GENERATOR	NIL	NIL

B) CONSUMPTION PER UNIT OF PRODUCTION

PRODUCT	M.S. INGOTS	M.S. INGOTS
Electricity Units	NIL	NIL
Production (M.T.)	NIL	NIL
Per Unit Production (Units/Production)	NIL	NIL
Diesel/Fumance/Coal/Others	NIL	NIL

B) Technology absorption, Adaptation & Innovation.

The company is committed to the process involving industry knowledge, training and adoption.

C) Foreign exchange earning & outgo (Rs. in Lac):

During the period under review, the company has not earned any foreign exchange neither there was any foreign exchange outgo during the year under review.

ACKNOWLEDGMENT

Your Directors wish to place on record the appreciation of contribution made by all business constituents. They are also thankful to shareholders of the company for their continued support to the company during the year under report.

Place : Mandi Gobindgarh	For and on behalf of the Board of Directors
Dated : 05.06.2013
	Ranjeev Bhatia	Kanav Bhatia
	(Managing Director)	(Director)