Metalman Industries Ltd Directors Report

METALMAN INDUSTRIES LIMITED ANNUAL REPORT 2002-2003 DIRECTORS REPORT Dear Shareholders. Your Directors have pleasure in presenting the 32nd Annual Report of the Company with the Audited Statement of Accounts and the Auditors Report of your Company for the Financial year ended 31st March, 2003 The summarized financial result for the year ended 31st March, 2003 as compared with the earlier year as under: 1. FINANCIAL RESULTS: Year ended Year ended 31.03.2003 31.03.2002 (Rs. in lacs) (Rs. in lacs) Income from Operation 16975.85 14107.02 Profit subject to Depreciation & Tax 652.55 423.67 Less: Depreciation for the year 377.84 405.09 Add: Amount withdrawn from Reserves 159.36 174.06 Profit Before Tax 434.07 192.64 Less: Provision for Tax Current (+) 42.00 (-) 75.00 Deterred (-) 45.07 (+) 356.94 Profit after Tax 431.00 474.58 Add: Prior years adjustment - (+) 20.86 Add: Balance brought forward from previous year 1.34 655.89 Profit available for appropriation 432.34 1151.33 Appropriation: Transfer to General Reserve - 1150.00 Balance carried to Balance Sheet 432.34 1.34 2. DIVIDEND: With the view to conserve the resources for effective utilization, the Board of Directors of the Company do not recommend any dividend for the year. 3. REVIEW OF OPERATIONS: Your directors are glad to inform you that your companys performance has shown considerable improvement during the last year. The Steel sector has been witnessing an encouraging turnaround which shall benefit your company too. During the year under review your company recorded Sales turnover of Rs.10975.85 lacs as against Rs.14107.02 lacs of the previous financial year. 4. FIXED DEPOSITS: The Company has not accepted any deposits during the year under review. 5. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information pursuant to section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is annexed and forms part of this report. 6. PARTICULARS OF EMPLOYEE: Information as required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules, 1975 is annexed and forms a part of this report. 7. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Companies Articles of Association, Shri. Jay Prakash Mathur and Shri. Nirmal Kumar Sharma and Shri. Manohar Lal Hemrajani retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Shri. Jay Prakash Mathur and Shri. Normal Kumar Sharma and Shri. Manohar Lal Hemrajani are appointed as non-executive whole time independent directors of the company. 8. AUDITORS: M/s. S.S. Solanki & Co., Chartered Accountants, Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a certificate from them to the effect that their reappointment, if Made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. 9. AUDIT COMMITTEE: The Audit Committee comprises of Mr. Manohan Lal, Mr. Hem Rajani, Mr. Jay Prakash Mathur and Mr. Nirmal Kumar Sharma all non-executive independent directors with Mr. Jay Prakash Mathur as its Chairman. The role, terms of reference and the authority and powers of the Audit Committee are in conformity with the requirements of Companies Act, 1956 and the listing agreement. 10. DIRECTORS RESPONSIBILITY STATEMENT: As required under Section 217(2AA) of the Companies Act, the Directors hereby confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. The Directors had selected such accounting policies and applied them consistently and mace judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit of the Company for that period; 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. The Directors had prepared the annual accounts on a going concern basis. 11. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement. Corporate Governance Report are made a part of this Annual Report. 12. AUDITORS REMARKS: Observations made by the Auditors read alongwith the notes on accounts are self-explanatory. 13. ACKNOWLEDGEMENTS: The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staffs and employees of the Company. For and on behalf of the Board of Directors Place: Indore Shri. Rajiv Soni Date : 31.07.2003. Chairman & Managing Director ANNEXURE TO DIRECTORS REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO: {In accordance with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1998}: A. CONSERVATION OF ENERGY: Your company continues to lay great stress on the conservation of energy, Periodical auditing is conducted with a view to identifying the area of energy saving. The Companys plants are optimally designed to minimize energy consumption by incorporating the latest technology. Form for Disclosure of Particulars with respect to Conservation of Energy. 2003 2002 a) Power and Fuel Consumption: 1. Electricity 7187881 5298270 Purchased-KWH Total Amount (Rs.) 3,84,55,067 2,54,31,768 Rate/Unit (Rs.) 5.34 4.80 Own Generation (Diesel Generation) KWH 822311 1871722 Units per litre of Diesel Oil 3.19 3.20 Average Cost/Unit (Rs.) 5.24 5.01 Per unit of production (KWH/MT) 136 129 2. HSD/LDO/FO (Liters): Quantity (liters) 516732 524380 Amount 91,15,952 80,68,269 3. Kerosene (Liters) NIL NIL B. TECHNOLOGY ABSORPTION: 1. Research & Development: Research & Development Quality Control wing of the Company is constantly striving to improve the products. 2. Specific areas in which R&D carried out by Company: Research & Development of tubes for various new fields of application and further research are continuing. The efforts on R&D are yielding results in the reduction in operational cost, wastage and improvement in quality products. 3. Future plan of Action: The progress of R&D is intended to be continued. 4. Expenditure on R&D: 2003 2002 a) Capital - - b) Recurring - - c) Total R&D expenditure as % of total turnover charged - - to Revenue account on day to day basis We have not imported any technology for our operations. C. FOREIGN EXCHANGE EARNING AND OUT-GO: 1. Activities relating to Export, initiatives to increase exports, development of new export markets for product and Services and Export Plans. The Company is exporting Sizable quantity of its products and has achieved a significant presence in the global Market. 2003 2002 2. Total Foreign Exchange used and earned: a) Total Foreign Exchange used: On Import of raw material, spare parts and Nil 1,17,36,427 capital goods b) Total foreign exchange earned through 28,44,15,368 18,96,43,045 Exports