Bobshell Electrodes Ltd Management Discussions.

MANAGEMENT DISCUSSION AND ANALYSIS

Statement in this Management Discussion and Analysis of Financial Condition and Results of the Company describing the company’s objectives expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. The company assumes no responsibility to publicly amend, modify or revise forward looking statements, on the basis of any subsequent developments, information or events. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include interconnect usage charges, determination of tariff and such other charges and levels by the regulatory authority, charges in government regulations, tax laws, economics developments within the country and such factors globally.

The financial statements are prepared under historical cost convention, on accrual basis of accounting, and in accordance with the provision of the Companies Act, 1956(the Act) and comply with the Accounting Standards notified under section 211(3C) of the Act read with Companies (Accounting Standard) Rules, 2006. The management of Bobshell Electrodes Limited has used estimate and judgments relating to the financial statements on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, the state of affairs and loss for the years.

The following discussion on our financial condition and result of operations should be read together with our financial statements and the notes to these statements included in the Annual Report.

(a) PRESENT STRENGTH OF THE COMPANY :

Company is engaged in the business of manufacturing and marketing special purpose low heat Input Welding Electrodes. These are used for repairs & maintenance of costly spares & parts in various Industries. The product requires in depth technical knowledge of mechanical and metallurgy engineering for devising formulations of various products. The Managing Director of the Company Mr. Shailesh M. Joshi is Mechanical Engineer of 1980 batch and has done Diploma in Maintenance Welding Technology from Europe. Therefore, technology wise the Company is quite up to date. So far as market scenario is concerned, repair technology is considered as most handy tool for any industry and with more & more up gradation happening in industry, this has become more necessary. Hence, Company has very good potential for growth.

(b) FUTURE OUT LOOK :

The Company has good market in Power Industry and as the Power Sector is in growth ladder, Company has good opportunity of expanding business in future.

(c) COMPANY’S ACTION PLAN :

The Company has planned to approach systematically to Power Sector. The operations for State Owned Companies are already initiated. The next immediate goal of the Company is to fulfill the needs of Central Government owned Power sector Company. The process has been already started by a team of technically competent engineers. Similar efforts are being made for Private Sector Companies. This is done group wise and the strategy for the same has already been made.

MEANS OF COMMUNICATIONS :

A] ESTABLISHMENT OF INTERNAL MANAGEMENT INFORMATION SYSTEMS :

The company has established the Management Information System (MIS) whereby each and every functional department submits their performance reports and any type, nature, description of problems to their Functional heads. The functional heads have autonomy for redressal of problems and HRD problems or functional problems at their own level. Any problems requiring policy decisions are being intimated to Audit Committee for redressal or amendments in the policy and procedures. The progress reports are being regularly on monthly basis intimated to the Audit Committee through the Financial Officer of the company who in turn put the same to Audit Committee meetings. All the Investors’ grievances or share department related queries are addressed to the Compliance Officer who in turn put the same before the Stakeholders Relationship Committee.

B] INFORMATION SYSTEM BETWEEN COMMITTEES AND THE BOARD :

Both Audit Committee and Stakeholders Relationship Committees receive periodical regular information from the concerned functional heads, after resolutions of all the problems communicate back the same to functional heads for further communications. The progress report and minutes of all meetings held of both the committees are being placed before the Board for information and taking the same on records.

C] INFORMATION SYSTEM BETWEEN THE COMPANY AND INVESTORS AND OTHER STAKE HOLDERS :

The company is regularly taking on record the unaudited financial results on quarterly basis as per requirements of the Clause 41 of the Listing Agreement. The material information relating to the business of the company are being intimated to the Stock Exchange who in turn publish the same in their daily official bulletin. The Audited Financial Balance Sheet is being dispatched to all shareholders in time at their registered addresses.

VIGILLANCE MECHANISM :

A. OVER COMING BARRIERS OF CURRENT OPERATIONS :

This system is established under the chairmanship of Shri Shailesh M. Joshi and he will be further assisted by chief financial officer (CFO) Shri Kashyap P. Pathak. The company’s operational department ensures whistle blower upon failure / shut down or breaks down of business services supply systems and service utilities of its various manufacturing units, administration units sports academy and entertainment division. Upon such intimation the company has established the systems for identifying the reasons for failure in continuous supply of business services, find out remedial action and to restore the services within minimum possible time so as to reduce overall business loss as well as the financial losses.

The CFO blows the whistle upon any possible financial crunch or over/extensive financial liabilities. The short term financial management system ensures overcoming any unforeseen liabilities through overdrafts on deposits or temporary borrowing on Inter Corporate deposits basis. The long term financial planning ensures productive use of long term financial funds. The company as far as possible ensures making separation in usage of short term and long term funds.

B. POSSIBLE THREATS TO FINANCIAL SYSTEMS :

The recession in the Economy worldwide is creating barriers for overseas companies to approach Indian User with their products. As their Research & Development facilities have slight edge and lots of foreign equipments are being installed, they have easier approach today as compared to past. This may create temporary slow down in growth. At the same time if situations worsens worldwide then the life of slow down may be longer also.

Though enough steps are being taken at R & D level and Marketing level, the threat still persists.

C. MANAGEMENT’S ACTION PLANS : (TO OVERCOME POSSIBLE SYSTEM FAILURES) :

These are the areas which are difficult for any management to overcome and control. Even though the company’s HRD and technical department ensures performance appraisal of manpower as well as also ensure periodical repairs, maintenance and modernization of its various manufacturing facilities, plants, machineries etc. Some of the parts or spares are being replaced from time to time in order to ensure smooth functioning of its manufacturing operations. This vigilant action of the management will to some extent help in eliminating this risk.

DISCLOSURES :

A) MATERIALLY RELATED PARTY TRANSACTIONS :

During the financial year 2013-14 there was no transactions for sell/purchase of goods or services of material nature with its promoters, the directors and the management, their subsidiaries or relatives, etc., which may have potential conflict with the interest of the company at large. However details of transactions with related parties are given in note (B) Notes of Accounts Schedule No. – 18 given by auditors as per Accounting Standard 18.

B) DETAILS OF NON-COMPLIANCE :

During the year, the Company had not made any default in statutory compliances with the Registrar of Companies, Stock Exchanges, SEBI or any other authorities for filing and submission of yearly, half yearly or quarterly information. Any information which are event based are submitted within the statutory time limits as per provisions of relevant rules and regulations or law to appropriate authorities

C) ACCOUNTING TREATMENT :

In the preparation of financial statements, the company has followed the Accounting Standards as prescribed under Companies (Accounting Standards) Rules 2006, as applicable. The Accounting Policies followed by the company to the extent relevant, are set out elsewhere in this Annual Report. The accounts of the Company are made on going concern basis. No material departure has been made in the preparation of the financial statements.

D) CEO AND CFO CERTIFICATION :

Shri Shailesh M. Joshi, Managing Director and Compliance Officer of the company and Shri Kashyap P. Pathak, Director of the company being CFO of the company give certification on financial reporting and internal controls to the Board as required under Clause 49(V) of the Listing Agreement which is attached herewith at the end of the report.

STATUTORY COMPLIANCES MADE AND RETURNS ETC. FILED :

The company has duly complied with the provisions of the Companies Act 1956, all the provisions of the Listing Agreement. The company has also filed various unaudited Financial Results, Balance Sheets, Income Tax returns and other statutory returns with all the authorities in time. There are no defaults as on date in any such compliances and no legal action of any nature has been taken against the company or its officers / directors.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board has established a Code of Conduct for all Board members and senior management of the company. None of the Directors or any of the Key managerial personnel had done any trading in shares of the Company in the secondary market. Further the company had not made any allotment of shares to any Directors or any of the key managerial personnel during the year.

OTHER DETAILS :
REGISTERED OFFICE : B/505, Fairdeal House, Opp. St. Xaviers Ladies Hostel, Navrangpura, Ahmedabad, 380 009, Gujarat.
BOOK CLOSURE DATES : 26/09/2014 to 30/09/2014 (Inclusive of Both Days)
REGISTRAR AND SHARE TRANSFER AGENT : SHAREPRO SERVICES(INDIA) PVT. LTD.
13/A-B, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange, Off Andheri-Kurla Road, Sakinaka, Andheri East, Mumbai-400072.
(T) 91-022-6227 0300/ 6227 0400 (F) 91-022-2859 1568
(MAIL) sharepro@shareproservices.com
ISIN NUMBER OF THE COMPANY : INE 896 B 01011
FINANCIAL CALENDAR
Unaudited Results for the Quarter :
Ending on 30th June, 2013 : 03rd August, 2013
Ending on 30th September, 2013 : 11th November, 2013
Ending on 31st December, 2013 : 01st February, 2014
Ending on 31st March, 2014 : 30th May, 2014

DETAILED PROGRAMME OF THE 20TH ANNUAL GENERAL MEETING :

DATE : 30TH SEPTEMBER 2014
DAY : TUESDAY
TIME : 11.00 A.M.
VENUE : CORPORATE OFFICE OF THE COMPANY AT
802, 8th Floor, Swagat Building, Near Lal Bunglow, C.G.Road,
Ellisbridge, Ahmedabad: 380 006.

Listing Details :

Equity Shares of the company are listed on The Stock Exchange, Mumbai

Stock Exchange Code : BSE: 526925

The Equity Shares of the company are voluntarily delisted from Ahmedabad Stock Exchange Limited w.e.f. 22/01/2014 vide confirmation letter no. 742 received from ASE.

MARKET QUOTATIONS :

The Promoters and directors had not dealt in trading of the securities of the Company during the year under review. The Company’s stock is not forming part of Stock Market General INDEX or Industry Specific INDEX. Hence, price movement of the Company’s shares with movement of INDEX is not relevant and is not given herewith.

The Company’s Equity Shares are at present suspended from trading from the Stock Exchange. Hence, no stock quotes are available from any of the Stock Exchanges.

SHAREHOLDING PATTERN :

Sr. No. Category of Shareholders No. of Shares Held % of shares held to total Capital of the Company
(A) Indian Promoters/ Directors. (All Individuals) 17,50,000 29.14%
(B) NON PROMOTERS.
1 NRIs/FIIs/OCBs 00 00.00%
2 Private Corporate Bodies. 1,60,179 2.67%
3. Public Individual Shareholders 40,95,821 68.19%
Total 60,06,000 100%

THE PROMOTERS/ DIRECTORS HAVE NOT MORTGAGED/ PLEDGED THEIR SHAREHOLDING : Distribution of Shareholding : Distribution of Shareholding as on Date 31/03/2014 :

SHAREHOLDING OF SHARES NUMBER OF TOTAL SHARE HOLDERS % OF TOTAL SHARE HOLDERS SHARES ALLOTTED % OF SHARES ALLOTTED
Upto 500 4160 85.28 22,16,069 36.90
501 to 1000 320 6.56 2,92,136 4.86
1001 to 2000 171 3.51 2,83,743 4.72
2001 to 3000 80 1.64 2,10,413 3.50
3001 to 4000 26 0.53 95,397 1.59
4001 to 5000 30 0.62 1,41,900 2.36
5001 to 10,000 47 0.96 3,43,616 5.73
Above 10,000 44 0.90 24,22,726 40.34
TOTAL 4878 100.00 60,06,000 100.00

 

ON BEHALF OF THE BOARD OF DIRECTORS
BOBSHELL ELECTRODES LIMITED
SD/-
DATE : 27th May, 2014 (SHAILESH M. JOSHI)
PLACE : AHMEDABAD CHAIRMAN AND MANAGING DIRECTOR