Vikash Metal & Power Ltd Management Discussions

Dear Shareholders,

Your Directors place before you the 17th Annual Report on the business and operations of your company together with the Audited Accounts for the period ended 31st March, 2013.

Financial and Performance Review

Rs. in lacs

Particulars	2012-13	2011-12
Sales (Net of Excise Duty)		47622.09
Other Income	527.42	1570.78
Total Income	527.42	49192.88
Less: Total Expenses	(4325.02)	(62846.12)
Profit before Depreciation, Interest & Tax	(3797.60)	(13653.24)
Less: Interest	(264.61)	(3277.33)
Depreciation	(528.70)	(1014.64)
Profit before Tax	(4590.91)	(17945.21)
Less: Provision for Current Tax		(32.41)
Provision for Deferred Tax		1912.77
Deferred MAT credit entitlement
Profit after Tax	(4590.91	(16064.85)
Less: Income Tax for earlier years
Add: Profit brought forward from
Previous year	(12225.87)	3838.98
Profit available for appropriation	(16816.78)	(12225.87)
Proposed Dividend on Equity Shares
Corporate Tax on Dividend
Balance carried to Balance Sheet	(16816.78)	(12225.87)

**Note: The Company extended the previous financial year 2011 -12 from twelve months to fifteen months (i.e. from 31-3-2011 to 30-6-2012). As such, the current financial year 2012-13 is for nine months (i.e. from 01.07.2012 to 31.03.2013) instead of twelve months.

Board for Industrial & Financial Re- Construction (BIFR):

On account of losses incurred in the last financial year and also with the carried forward losses of the earlier years, the entire net worth of the Company was eroded at the end of the period on 30th June, 2012. Therefore, under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) the company with the approval of its shareholders made a reference to the Board for Industrial & Financial Re-construction (BIFR) under BIFR reference No 59/2012.

The matter is pending before the board. If an order declaring the Company as Sick Industrial Company is passed, BIFR will appoint an Operating Agency to examine and recommend the measures for revival of the Sick Company. The management is taking all possible steps for revival of the Unit at the earliest.

Industry Structure, Developments, Opportunities, Threats, Risks and Concerns and Future Outlook

As reported above, if BIFR declares the unit as Sick Industrial Unit, all the necessary measures recommended for revival of the Company will be implemented to revive the unit as soon as possible.

We are optimistic and have confidence that we will be able to regain our position and will again be able to compete in the market. We are in the process of starting the operation as soon as possible. At this juncture, we need the support of all of our stakeholders as "Self Believe and Standing Together" can do wonders and make the future of the company bright.

Since, the operation of the company are suspended since 2011 and till the time the BIFR revival proposal is recommended and the operation resumes, information regarding the industrial developments, opportunities and threats and the risk concerns are un-warranted.

Dividend

Your directors do not recommend any dividend for the year ended 2012-13.

Directors

In accordance with the requirements of the Companies Act, 1956, and Articles of Association of the Company Mr. Vimal Kumar Patni, Director and Mr. Chattar Singh Dugar, Director of your Company, would retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for reappointment.

Mr. Vikash Patni, Managing Director of the Company, whose terms of appointment expired on 31st March, 2013 has been reappointed by the Board of Directors for a further period of three years w.e.f. 1st April, 2013, subject to the approval of the shareholders in the ensuing Annual General Meeting.

Statutory Disclosure

None of the Directors of the Company are disqualified as per the provisions of Section 274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Particulars of employees:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

Energy conservation, technology absorption and foreign exchange earning and outgo:

As the company does not have manufacturing operation during the year under review, the particulars as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 regarding conservation of energy and technology absorption are not applicable. There being no foreign exchange earning and outgo during the year under review.

Auditors & auditors’ report

On 07.02.2013, the company had received a letter from the company’s auditors M/s. Rakesh Singh & Co. stating that the name of the firm stands changed to M/s. V R SAARP & Co which was recorded and necessary amendments in their appointment letter was made on 15.2.2013.

The Auditor in the Auditors’ Report has given certain qualified opinions on the basis of their judgments and opinion. The management wants to respond on the qualification indicated by the Auditor in the Auditors Reports as follows:-

a) Yes, all operations of the Company are suspended since October’ 2011 and there were no commercial production or transactions carried out during the period. We were unable to put the robbery affected plant and machineries for repair or replacement as we had applied to BIFR for financial aid and support

b) Numerous important documents relating to the operations of the Company went missing during robbery and we are still under process to recreate the missing documents with dedication and to revive the important papers.

c) We confirm that the company has significant liabilities towards its bankers, statutory department and others. The Company has made reference to Board for Industrial and Financial Reconstruction under reference no 59/2012 and the Company is expecting support from BIFR and all the above referred parties are parties to BIFR in which we will seek installments payments, waiver of interest and other charges from them to cut the extra burden on the company.

d) We are in the process of ascertaining the impairment loss, which is required to be provided for in accordance with the requirement of mandatory Accounting standard-28 "Impairment of Assets" issued by ICAI. However, as mentioned, we are in the process of recreating several documents which would be required to complete the process.

Fixed deposit

The Company has not accepted deposits within the meaning of section 58A of the Act and the rules made thereunder.

Directors’ responsibility statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

a) In preparation of statement of accounts for the financial year under review, the applicable Accounting Standards have been followed and in case of deviations there from, proper explanations relating thereto have been given in the notes forming part thereof.

b) Accounting Policies selected have been applied consistently and judgments and estimates made are reasonable and prudent as they give true and fair state of affairs of the Company at the end of the financial year under review and of the profit of the Company for that period.

c) 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.

d) Annual Accounts have been prepared on a going concern basis.

Corporate governance/internal control system

Your Company continues to be committed to good Corporate Governance aligned with the good practices. Your Company is in compliance with the standards set out by clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance compliance duly certified by the Company’s Statutory Auditors forms part of this report as Annexure ‘A’.

Your Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. The Company has an Audit Committee which actively reviews the adequacy and effectiveness of Internal control systems and suggest improvements for strengthening them from time to time.

Segment wise/product wise performance

Your Company is engaged mainly in the manufacturing and selling of Iron and steel products. Thus, the company primarily operates in one reportable segment i.e., Iron and steel and all products manufactures fall under this segment. The company also generates power from its captive power plant which is entirely consumed in its manufacturing unit. However, during the year under review, there was no manufacturing operation took place.

Group

Person constituting group coming within the definition of "group" for the purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, include the following:

Name of the Person/Entity

1. Vimal Kumar Patni

2. Prem Lata Patni

3. Vikash Patni

4. Sunita Patni

5. Akkash Patni

6. Sangeeta Patni

7. Rajesh Patni

8. Brahmand Udyog Limited

9. Sahyogi Distributors Limited

10. Unilever Enterprises Limited

11. Swami Vinimay Limited

12. Lucky Prime Dealers Private Limited

Cautionary statement

Statements in this Directors’ Report & Management Discussion and Analysis Report describing the Company’s activities, projections about the future, estimates, assumptions with regard to global economic conditions and Government policies, etc. have been made in good faith and may be "forward looking statements" within the meaning of applicable securities laws and regulations. Many unforeseen factors may come into play and affect the actual results which might differ from those either expressed or implied. Market data was based on information gathered from various published and unpublished sources and their reliability and completeness cannot be assured.

Acknowledgement

Your Directors wish to place on record their sincere appreciation of the financial institutions and consortium of banks led by Bank of India and Company’s customers and investors for their continued support during the year.

Your Directors also wish to place on record their appreciation for the dedication and contribution made by employees at all levels and look forward to their support in future as well.

	For and on behalf of the Board of Directors
	Sd/-
Kolkata	Vimal Kumar Patni
4th September, 2013	Chairman