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LLOYDS STEEL
INDUSTRIES LIMITED
36th
Annual Report
2005 - 2006
Compiled by : Asian CERC Informtion Technology Ltd.
BOARD OF DIRECTORS
CHAIRMAN MUKESH R GUPTA
MANAGING DIRECTOR RAJESH R. GUPTA
DIRECTORS
B. L. AGARWAL
B. RAVINDRANATH (IDBI NOMINEE)
S. K. SINGHAI (IFCI NOMINEE)
SAMEER PHUTANE (ICICI BANK NOMINEE)
BANKERS
CENTRAL BANK OF INDIA
STATE BANK OF INDIA
STATE BANK OF HYDERABAD
CREDIT AGRICOLE INDOSUEZ
THE FEDERAL BANK LIMITED
PUNJAB NATIONAL BANK
STATE BANK OF TRAVANCORE
PUNJAB AND SIND BANK
ABU DHABI COMMERCIAL BANK LIMITED
INDUSIND BANK LIMITED
BANK OF INDIA
ORIENTAL BANK OF COMMERCE
AUDITORS
TODARWAL & TODARWAL
REGISTRAR & SHARE TRANSFER AGENTS
BIGSAHRE SERVICES PRIVATE LIMITED
E-2/3, Ansa Industrial Estate,
Sakivihar Road, Saki Naka
Andheri (E), Mumbai- 400 072.
REGISTERED OFFICE :
CONTENTS Page No.
Modern Centre,
‘B’ Wing, 2nd Floor, Notice 3
Sane Guruji Marg, Mahalaxmi, Directors’ Report 5
Mumbai- 400 011.
Corporate Governance 8
WORKS
Auditors’ Report 10
Steel Plant :-
Lloyds Nagar, Balance Sheet 12
Bhugaon Link Road, Wardha,
Profit and Loss Account 13
Maharashtra, India.
Schedules 14
Engg. Plant :-
Balance Sheet Abstract and 23
Plot No. A-5/5 & A6/3,
Company’s General Business Profile
MIDC Industrial Area,
Murbad. Dist. Thane. Cash Flow Statement 24
Maharashtra, India.
Financial Highlights 26
NOTICE RESOL
RESOLVED VED FUR THER THA
FURTHER THATT for the purpose of giving effect to the above
resolution and any offer, issue and allotment of securities, the Board of
NOTICE is hereby given that the 36 th Annual General Meeting of the Members Directors of the Company be and is hereby authorised to take all such
of M/s. Lloyds Steel Industries Limited will be held at Hall of Harmony, Nehru actions, give such directions and to do all such acts, deeds, matters and
Centre, Dr Annie Besant Road, Worli, Mumbai - 400 018, on Saturday
Saturday, the 5 th things as may be necessary, desirable or incidental thereof and matters
day of August, 2006 at 11.00 a.m. to transact the following business :- connected therewith and settle all questions and to give such directions
that may be necessary or arise in regard to or in connection with any such
ORDINARY BUSINESS :
ORDINARY
offer, issue or allotment of securities as it may in its absolute discretion,
1. To consider, approve and adopt the Profit and Loss Account of the Company deem fit and any such action, decision or direction of the Board shall be
for the year ended on 31 st March, 2006 and the Balance Sheet as on that binding on all members.”
date, together with the Directors’ and Auditors’ Report thereon.
2. To appoint a Director in place of Shri Mukesh R Gupta, who retires by By order of the Board
rotation, and being eligible, offers himself for reappointment.
EXPLANAT OR
EXPLANAT ORYY STATEMENT AS REQUIRED UNDER SECTION 173 (2) OF
STA By order of the Board
THE COMP ANIES ACT
COMPANIES ACT,, 1956
Item No. 4 Place : Mumbai S N T iwari
Dated : 25 th May, 2006 Company Secretary
The Company has arrived at a negotiated settlement with its existing Lender
(Financial Institution who have provided loans and advances to the Company)
for conversion of part of their existing debt into Redeemable Preference Shares
(RPS) in the Company as part of restructuring of the Company’s debt.
The Main terms of the Preference Shares proposed to be issued are as under :-
i) The RPS will be redeemed with a premium of 11.5% in 6 annual installments
commencing from Financial Year 2016.
ii) RPS shall be having face value of Rs.10 per share.
iii) The RPS will not carry any right to dividend.
for survival of business. The Company undertakes continuous 1. In the preparation of annual accounts for the financial year ended
modernisation programme to maintain efficient operations. 31st March 2006, the applicable accounting standards have been
f) Internal control system: The Company maintains adequate internal followed along with proper explanation relating to material departures.
control systems, which provide adequate safeguards and proper 2. The directors have selected such accounting policies and applied
monitoring of the transactions. The Company has appointed an them consistently and made judgements and estimates that were
Internal Auditor who reports to the Managing Director and Audit reasonable and prudent so as to give a true and fair view of the
Committee of the Board. The Internal Auditor conducts monthly audits state of affairs of the Company at the end of the financial year and
to ensure that the Company’s control systems are adequately followed of the profit or loss of the Company for the year under review.
and all statutory requirements are complied with. 3. The directors have taken proper and sufficient care for the
g) Discussion on financial performance with respect to operating maintenance of adequate accounting records in accordance with
performance: The operating performance of the Company has been the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and
discussed in Directors Report under the head ‘Financial Highlights
other irregularities;
and Operations and Overall Performance’ in the current year.
4. Final accounts have been prepared on going concern basis.
h) Human resources and industrial relations: During the year under
review the Employee/Industrial relations at all units and job sites CORPORATE GOVERNANCE
remained cordial. Steps were taken continuously by the Company Pursuant to Clause 49 of the Listing Agreement your Company has taken
for training its employees in various disciplines. Despite continuing adequate steps to ensure that all mandatory provisions of Corporate
working capital constraints, morale of the employees remained high. Governance as prescribed under the Listing Agreement of the Stock
Number of employees as on 31st March, 2006 was 1305. Exchanges with which the Company is listed are complied with.
i) Cautionary Statement: The Management Discussions and Analysis A separate report on Corporate Governance and the Auditor’s Certificate
describe Company’s projections, expectations or predictions and are on its compliance are annexed hereto and forms part of this Annual Report.
forward looking statements’ within the meaning of applicable laws ENVIRONMENT & SOCIAL OBLIGATION
and regulations. Actual results could differ materially from those The Company’s plants comply with all norms set up for clean and better
expressed or implied. Important factors that could make a difference environment by the competent authorities. The Company undertakes
to the Company’s operations include economic conditions affecting regular checks / inspections including certification for the maintenance
demand and supply and price conditions in domestic and international of the environment, health and safety. The Company values environmental
market, changes in Government regulations, tax regimes, economic protection and safety as the major considerations in its functioning. The
developments and other related and incidental factors. Company has adequate effluent Treatment Plants to prevent pollution.
RESEARCH AND DEVELOPMENT The Company is continuously endeavoring to improve the quality of life
The Company undertakes on a continuous basis, various activities such in the communities surrounding its industrial complex.
as the development of new products and processes, cost reduction, PUBLIC DEPOSITS
improvement in quality and productivity and import substitution. The Company has not accepted any deposits from the public during the
REFERENCE TO BIFR year.
The Company has filed a reference before the Hon’ble BIFR on 29th AUDITORS & AUDITORS’ REPORT
June 2001. The reference came to be registered as Case Number The members are requested to appoint Auditors and fix their remuneration.
278/2001 as per their communication No. 3(L-7) BC/2001 dated 11th As regards qualification at Sr.No.4 (e) in the Auditors’ Report, Directors
July 2001. wish to state that in view of the ongoing discussion for restructuring of
The Hon’ble BIFR vide its order dated 1st March, 2006, after hearing the the debt and interest liability, the Company has not provided for interest
matter has declared the Company as a sick industrial company in terms on some loans. Auditors’ observations in Clause No. 9, 10 & 11 in the
of section 3 (1) (o) of SICA and appointed ICICI Bank Ltd. as the Operating Annexure Audit Report (CARO Report) are self explanatory and do not
Agency to prepare a Draft Rehabilitation Scheme (DRS). require further explanation.
The Company has submitted a Draft Rehabilitation Scheme (DRS) to the PARTICULARS OF EMPLOYEES
ICICI Bank Ltd., OA and the copy of the same is forwarded to the BIFR. As required by the provisions of Section 217 (2A) of the Companies Act,
After convening lenders meeting and eliciting their view, DRS will be 1956, read with Companies (Particulars of Employees) Rules, 1975, as
submitted to BIFR. amended, the names and other particulars of the employees are set out
INVESTOR SERVICES in the annexure to the Directors Report. However, as per the provisions
of Section 219 (1)(b)(iv) of the Companies Act, 1956, the report and the
The Company and its Registrars M/s. Bigshare Services Private Limited accounts are being sent to all the shareholders of the Company excluding
who is looking after the physical as well as Demat work and also the aforesaid information. Any shareholder interested in obtaining such
shareholders correspondence in terms of SEBI direction, for having a particulars may write to the Company Secretary at the Registered Office
common Registrar and Share Transfer Agent, endeavored their best to of the Company.
service the Investors satisfactorily. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
DIRECTORS FOREIGN EXCHANGE EARNINGS AND OUTGO.
Shri P C Soni, Director of your Company, has resigned from Board/ Information in accordance with Section 217(1) (e) of the Companies Act,
Committees of the Company w.e.f. 25th May, 2006 due to his 1956 read with Companies (Disclosure of Particulars in the Report of
preoccupation. Board of Directors) Rules, 1988 are set out in Annexure ‘A’ forming part
The Board hereby places on record its sincere appreciation for the of this report.
valuable guidance and meaningful contribution made by Shri. P C Soni ACKNOWLEDGEMENT:
as member of the Board, Audit Committee and Managerial Remuneration Your Directors would like to express their grateful appreciation for the
Committee during the period of his association with the Company. assistance and continued co-operation extended by the Financial
Shri Mukesh R. Gupta, Director of the Company, retire by rotation and Institutions, Banks, Government Authorities, Clients and Suppliers during
being eligible, offer himself for reappointment. the year under review. The Directors wish to place on record their deep
sense of appreciation for the devotion and sense of commitment shown
DIRECTORS’ RESPONSIBILITY STATEMENT by the employees at all levels and acknowledges their contribution.
Pursuant to the requirement under Section 217 (2AA) of the Companies
For and on behalf of the Board of Directors
Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby
confirmed that : Place : Mumbai Mukesh R Gupta
Dated : 25th May, 2006 Chairman
6
The total number of complaints received and replied to the satisfaction of the 7. Stock Market Date Bombay Stock Exchange BSE Sensex
shareholders during the year are as follows:- (BSE) (In.Rs.) Close
—————————————————————————————————— High Low
April 2005 19.85 15.30 6154
Description Received Replied May 2005 19.70 17.00 6715
—————————————————————————————————— June 2005 19.00 12.80 7194
Consumer Forum 0 0 July 2005 17.45 12.80 7635
Bombay Stock Exchange 32 32 Aug. 2005 22.70 14.45 7805
SEBI Complaints 69 69 Sept. 2005 23.75 17.55 8634
Legal Notice 0 0 Oct. 2005 18.60 11.00 7892
Misc. 202 202 Nov. 2005 13.68 11.31 8789
—————————————————————————————————— Dec. 2005 12.40 10.00 9398
Jan. 2006 11.86 9.15 9920
6. GENERAL BODY MEETING : Feb.2006 10.80 8.25 10370
a. Location & Time for last 3 Annual General Meeting were : Mar. 2006 12.30 9.16 11279
—————————————————————————————————— 8. Registrar and Transfer Bigshare Services Private Limited.
Year Location Date T ime Agents (share transfer E-2/3, Ansa Industrial Estate,
—————————————————————————————————— and communication Sakivihar Road, Saki Naka,
2002-2003 Hall of Harmony, Nehru Centre, 27.09.2003 11.00 a.m. regarding share certificates, Andheri (E), Mumbai- 400 072.
dividends and change of
Dr. Annie Besant Road, Worli, address)
Mumbai- 400 018. 9 Share Transfer System Share transfer requests are registered within an
2003-2004 Hall of Harmony, Nehru Centre, 25.09.2004 11.00 a.m. average period of 25 to 30 days from the date
Dr. Annie Besant Road, Worli, of receipt.
Mumbai- 400 018. Share transfer requests received in physical
form with demat request have been discontinued
2004-2005 Hall of Harmony, Nehru Centre, 06.08.2005 11.00 a.m. from February 2004 in terms of SEBI directive.
Dr. Annie Besant Road, Worli, 10. Distribution of shareholding Promoters 20.18
Mumbai- 400 018. as on 31st March, 2005 Indian Financial Institutions 04.71
—————————————————————————————————— Banks/MFs 01.95
b. Whether any special resolution was passed in the previous 3 AGMs: Yes FII 03.80
Others 69.36
c. Whether any special resolution passed last year through Postal Ballot: Not No. of Shares Held No. of Shareholders No. of Shares Held
Applicable Total % of Total Total % of Total
7. DISCLOSURE :
a) Disclosure on Materially Significant Related Party Transaction i.e. Transactions of 1 - 500 151764 84.12 32601551 16.94
the Company of material nature, with Its Promoters, the Directors or the 501 - 1000 18428 10.21 14373714 7.46
Management, their subsidiaries or relatives etc. That may have potential conflicts 1001 - 2000 5606 3.11 8593912 4.46
with the interest of the Company at large: 2001 - 3000 1485 0.82 3862493 2.01
3001 - 4000 674 0.37 2458269 1.28
There are no such transactions during the year.. 4001 - 5000 739 0.41 3571729 1.85
b) Details of Non-Compliance by the Company, Penalties, Strictures inposed on the 5001 - 10000 873 0.48 6816758 3.54
Company by Stock exchanges or SEBI or any Statutory Authority on any matter 10001 and Above 861 0.48 120274266 62.46
related to Capital Markets during the last three years: Total 180430 100.00 192552692 100.00
None 11 Dematerialisation of Shares Over 80.41 % of the outstanding shares have
c) Whistle Blower Policy and Affirmation that No Personnel has been denied access been demateralised upto 31st March, 2006.
to the Audit Committee: Trading in Equity Shares of the Company is
No Personnel has been denied access to the Audit Committee. permitted only in dematerialised form w.e.f.
08.05.2000 as per notification issued by the
d) Details of Compliance with Mandatory requirements and Adoption of the Non- Securities and Exchange Board of India.
mandatory requirements of this clause : Liquidity Company’s Shares are actively traded on the
The Company has complied with all the Mandatory requirements. As regards the Mumbai Stock Exchange & National Stock
Non-mandatory requiremnets, they have been complied with to the extent possible. Exchange of India Limited.
8. As provided under Clause 49 of the Listing Agreement with the Stock Exchanges 12 Outstanding Warrants Not Applicable
the Managing Director of the Company has certified to the Board in compliance and convertible Bonds,
with the Clause 49 (V) regarding CEO/CFO certification. Conversion date and likely
impact on the Equity
9. MEANS OF COMMUNICA
COMMUNICATIONTION : 13 Plant Locations Steel Plant:-
The Quarterly/Half yearly and the Annual Results are published in Navshakti and Lloyds Nagar, Bhugaon Link Road,
Free Press Journals and put on the Company’s website at www.lloydsgroup.com. Wardha- 442 001.
10. GENERAL SHAREHOLDER INFORMA TION :
INFORMATION Engg. Plant:-
1. Annual General Meeting Plot No. A-5/5 & A6/3, MIDC Industrial Area,
Murbad, Dist. Thane.
Date 5th August, 2006 14 (I) Investor Correspondence Bigshare Services Private Limited
Venue Hall of Harmony, Nehru Centre, For transfer/dematerlisation E-2/3, Ansa Industrial Estate,
Dr. Annie Besant Road, of shares, payment of Sakivihar Road, Saki Naka,
dividend on shares, Andheri (E), Mumbai- 400 072.
Worli, Mumbai- 400 018. interest and redemption Tel No. 2-847 3474/3747/ 2-847 0652-53
2 Financial Calendar (tentative) of debentures, and any Fax No.2-847 5207
Results for quarter ending 30.06.2006 Fourth Week of July 2006 other query relating to e-mail bigshare@bom7.bsnl.net.in
Results for quarter ending 30.09.2006 Fourth week of October 2006 the shares and debentures
of the Company.
Results for quarter ending 31.12.2006 Fourth week of January 2006 (II) Any query on Annual Secretarial Department
Results for quarter ending 31.03.2007 Fourth week of May 2007 Report Modern Centre,
3. Book Closure Date Monday, 24th July, 2006 ‘B’ Wing, 2nd Floor, Sane Guruji Marg,
Mahalaxmi, Mumbai- 400 011.
to Saturday, 5th August, 2006 Tel. No. 3041 8111
(both days inclusive) Fax No. 3041 8260
4. Dividend Payment date Not declared DECLARA
DECLARATIONTION
5. Listing of Equity Shares on Mumbai and National Stock As provided under clause 49 of the listing Agreement with the Stock Exchanges, the
Stock Exchanges at Exchange Board Members and Senior Management Personnel have confirmed compliance with
6. Stock Code 500254– Bombay Stock Exchange the Code of Conduct for the year ended March 31, 2006.
LLOYDSTEEL - National Stock For Lloyds Steel Industries Ltd.
Exchange of India Place : Mumbai B L Agarwal
ISIN No. : INE292A01015 Dated : 25th May, 2006 Director
9
AUDITORS’ REPORT loss would have been Rs.129002.33 lacs (as against the
reported loss of Rs. 115114.20 lacs)
TO THE MEMBERS OF LLOYDS STEEL INDUSTRIES LIMITED
(f) In view of the foregoing paragraphs, in our opinion and
1. We have audited the attached Balance Sheet of Lloyds Steel
to the best of our information and according to the
Industries Limited as at March 31, 2006 and the related Profit
explanations given to us, and subject to point 4 (e) above
and Loss Account and Cash Flow for the year ended on that
the Balance Sheet, Profit and Loss Account and Cash
date, annexed thereto, both of which we have signed under
flow together with the Notes thereon and attached thereto,
reference to this report. These financial statements are the
give in the prescribed manner, the information required
responsibility of the Management of the Company. Our
by the Act and also give, a true and fair view in conformity
responsibility is to express an opinion on these financial
statements based on our audit. with the accounting principles generally accepted in India:
2. We have conducted our audit in accordance with the auditing i) in the case of the Balance Sheet, of the state of
standards generally accepted in India. Those Standards affairs of the Company as at March 31, 2006; and
require that we plan and perform the audit to obtain reasonable ii) in the case of the Profit and Loss Account, of the
assurance about whether the financial statements are free of Profit for the year ended on that date.
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in iii) In the case of the Cash Flow Statement of the Cash
the financial statements. An audit also includes assessing the Flow of the Company for the year ended on that date.
accounting principles used and significant estimates made (g) On the basis of the written representations received from
by Management, as well as evaluating the overall financial the Directors and taken on record by the Board of
statement presentation. We believe that our audit provides a
Directors of the Company, none of the Directors is
reasonable basis for our opinion.
disqualified as on March 31, 2006 from being appointed
3. As required by the Companies (Auditors’ Report) Order, 2003, as a Director in terms of clause (g) of sub-section (1) of
issued by the Central Government of India in terms of Section Section 274 of the Act;
227(4A) of the Companies Act, 1956, of India (the Act) and
For Todarwal & Todarwal
on the basis of such checks as we considered appropriate,
Chartered Accountants
and according to the information and explanations given to
us, we give in the Annexure a statement on the matters
Place : Mumbai Sunil Todarwal
specified in paragraphs 4 and 5 of the said Order to the extent
Dated : May 25 th 2006. Partner
applicable to the Company.
ANNEXURE
4. Further to our comments in the Annexure referred to in
paragraph 3 above, we report that : 1. (a) The Company has maintained proper records to show
full particulars, including quantitative details and situation,
(a) We have obtained all the information and explanations
of its fixed assets.
which, to the best of our knowledge and belief, were
necessary for the purposes of our audit; (b) All the fixed assets have been verified during the year,
and according to the information and explanations given
(b) In our opinion, proper books of account as required by
law have been kept by the Company so far as appears to us , there is a regular programme of verification which
from our examination of those books; in our opinion is reasonable having regard to the size of
the company and the nature of its assets. No material
(c) The Balance Sheet and Profit and Loss Account dealt discrepancies between the book records and the physical
with by this report are in agreement with the books of inventory have been noticed in respect of the assets
account; physically verified.
(d) In our opinion, the Balance Sheet and Profit and Loss
(c) During the year, no substantial part of fixed assets has
Account dealt with by this report have been prepared in
been disposed off by the Company.
compliance with the applicable accounting standards
referred to in Section 211 (3C) of the Act; 2. (a) The physical verification of inventory has been conducted
at reasonable intervals by the management.
(e) The company has not provided interest amounting to Rs.
13888.13 lacs (till date Rs. 48947.48 lacs ) .Had the same (b) The procedures followed by the management for physical
been considered the loss for the year after taxation would verification of inventory are reasonable and adequate in
have been Rs. 20208.80 lacs (as against the reported relation to the size of the company and the nature of
figure of loss of Rs. 6320.67 lacs) and the accumulated business.
10
(c) The company is maintaining proper records of inventory 10. The Company’s accumulated losses at the end of the financial
and no material discrepancies were noticed on physical year are not less than fifty percent of it’s net worth and it has
verification. incurred cash losses in the financial year under audit, however,
3. The Company has not taken secured or unsecured loans from in the immediately preceding financial year the Company has
companies, firms, parties covered in the register maintained not incurred cash losses.
under Section 301 of the Act. The Company has not granted
loans, secured or unsecured, to companies, firms or other 11. According to the records of the Company, and as informed to
parties covered in the register maintained under Section 301 us, a part of the dues to Lenders has been restructured during
of the Act. the year and the remaining dues are under various stages of
4. In our opinion and according to information and explanation restructuring process. Amount of default aggregating to Rs.
given to us, there are adequate internal control procedures 327.59 crores is outstanding since 1996-97.
commensurate with the size of the Company and the nature
12. The Company has not granted any loans or advances on the
of its business, for the purchase of inventory and fixed assets
and for the sale of goods. basis of security by way of pledge of shares, debentures and
other securities during the year.
5. (a) On the basis of our examination of the books of account,
we are of the opinion that the transactions that need to 13. In our opinion, considering the nature of activities carried on
be entered in the register in pursuance of Section 301 of by the Company during the year, the provisions of any special
the Act have been entered in the said register. statute applicable to chit fund/ nidhi/ mutual benefit fund/
(b) In our opinion, the transactions exceeding Rs. 500,000 societies are not applicable to it.
in respect of any party during the financial year have been
14. As informed to us, the Company has not given any guarantee
made at prices which are reasonable, having regard to
the prevailing market price for such goods and materials for the loans taken by others from banks or financial
or prices at which transaction for similar goods or material institutions during the year.
have been made with other parties.
15. As per information given to us no fresh term loans have been
6. In our opinion and according to the information and explanation taken by the Company during the year.
given to us, the company has complied with the provisions of
section 58A of the Companies Act, 1956 and rules framed 16. On the basis of review of utilisation of funds on an overall
there under, with regard to the deposits accepted by the basis, related information as made available to us and as
company. represented to us by the Management, no funds has been
7. In our opinion and according to information and explanation raised on short term basis by the company during the year.
given to us, the Company’s present internal audit system is 17. In our opinion and according to information and explanation
commensurate with its size and the nature of its business.
given to us, the Company has not made any preferential
8. We have Broadly reviewed the books of accounts maintained allotment of shares during the year.
by the company in respect of Steel division , where, pursuant
to the rules made by the Central Government, the maintenance 18. In our opinion and according to information and explanation
of Cost Records have been prescribed u/s. 209(1) (d) of the given to us, the Company has not issued any fresh debentures
Companies Act, 1956. We are of the view that prima facie the during the year.
prescribed accounts and records have been maintained. We
have not , however, made a detailed examination of the 19. In our opinion and according to information and explanation
records with a view to determine whether they are accurate given to us, the Company has not raised any money by public
or complete. issue during the year.
9. (a) According to the books and records as produced and 20. During the course of our examination of the books of account
examined by us in accordance with generally accepted carried in accordance with the generally accepted auditing
auditing practices in India and also Management
standards in India, we have neither come across any instance
representations, undisputed statutory dues in respect of
provident fund, profession tax, income tax and wealth tax of fraud on or by the Company, either noticed or reported
have been regularly deposited by the Company during during the year, nor have we been informed of such case by
the year with the appropriate authorities in India. the Management.
(b) According to the records of the Company, the disputed For Todarwal & Todarwal
dues in respect of Excise Duty of Rs. 402.74 lacs Chartered Accountants
(Previous year Rs. 15.11 Lacs) and Sales Tax of Rs. 60.68
lacs (Previous year Rs. 28.65 lacs) as at March 31, 2006 Place : Mumbai Sunil Todarwal
have not been deposited with appropriate authorities. Dated : May 25 th 2006. Partner
11
BALANCE SHEET
AS AT 31ST MARCH, 2006
(Rupees In Lacs)
PARTICULARS Schedule AS AT AS AT
31.03.2006 31.03.2005
I. SOURCES OF FUNDS
1. SHAREHOLDERS’ FUNDS
83910.09 57611.94
2. LOAN FUNDS
142999.06 181553.39
45447.10 43756.92
INCOME
159767.08 151894.43
EXPENDITURE
(a) Raw Materials Consumed/Sold & Other Materials ‘K’ 109170.34 96509.37
157115.63 133679.20
PROFIT / LOSS (-) BEFORE INTEREST
INTEREST,, DEPRECIATION, EXCEPTIONAL ITEM & TAX
DEPRECIATION, 2651.45 18215.23
Interest & Financial Charges ( Net ) ‘P’ 3932.46 2309.35
PROFIT / (LOSS) BEFORE DEPRECIATION, EXCEPTIONAL ITEM & TAX (1281.01) 15905.88
Depreciation 10907.11 10925.89
PROFIT / (LOSS) BEFORE EXCEPTIONAL ITEM & TAX (12188.12) 4979.99
Add: EXCEPTIONAL ITEMS (Net) 5904.27 7155.23
PROFIT / (LOSS) BEFORE TAX (6283.85) 12135.22
Provision for Taxation 36.80 —
PROFIT / (LOSS) AFTER TAX (6320.65) 12135.22
Add : Prior period income (net) 67.40 68.73
(6253.25) 12203.95
Add : Profit / Loss (-) B/F from previous year. (108860.94) (121064.88)
BALANCE CARRIED TO BALANCE SHEET (115114.19) (108860.94)
Basic & Diluted Earning Per Share (Rs.) (6.33) 2.59
SCHEDULES
SCHEDULES “A TO Q” ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT 31ST MARCH,
2006 AND PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2006
(Rupees In Lacs)
AS AT AS AT
31.03.2006 31.03.2005
SCHEDULE A : SHARE CAPITAL
AUTHORISED
20,00,00,000 Equity Shares of Rs.10/- each
(Previous Year 20,00,00,000 Equity Shares of Rs.10/- each) 20000.00 20000.00
25,00,00,000 Preference Shares of Rs.10/- each
(Previous Year 2,50,00,000 Preference Shares of Rs.10/- each) 25000.00 2500.00
TOTAL 45000.00 22500.00
ISSUED, SUBSCRIBED & PAID-UP
Equity Share Capital
19,21,06,371 Equity Shares of Rs.10/-each fully paid up
(P.Y.19,21,06,371 Equity Shares of Rs.10/-each fully paid up) 19210.64 19210.64
Less: Calls - in - Arears 308.08 367.54
Add : 446321 Forfeited Shares (Amount originally received) 18.93 18921.49 18.93 18862.03
Preference Share Capital
23,49,80,000 Redeemable Preference Shares 23498.00 —
of Rs.10/- each fully paid up (Previous Year Nil)
TOTAL 42419.49 18862.03
Note:The Redeemable Preference Shares will be redeemed with a premium
of 11.50% in 6 (Six) Annual Instalments commecing from financial year 2016
SCHEDULE B : RESERVES & SURPLUS
Capital Reserve
Balance as per last Balance Sheet 74.44 74.44
Add : Transfer during the year 2586.00 —
2660.44 74.44
Debenture Redemption Reserve
Balance as per last Balance Sheet 1902.00 1902.00
Share Premium Account
Balance as per last Balance Sheet 37728.50 37728.50
Less : Calls - in - Arrears 800.34 955.03
36928.16 36773.47
TOTAL 41490.60 38749.91
SCHEDULE C : SECURED LOANS
1. Long Term Loans
(a) From Banks :
Rupee Loan 40715.90 40895.09
Foreign Currency Loan 5078.16 7403.66
45794.06 48298.75
(b) From Financial Institutions
Rupee Loan 26082.08 26245.02
(c) Interest Accrued and Due 4751.13 4515.51
76627.27 79059.28
2. (a) Debentures (Non Convertible)
(i) 150000 14% Privately Placed Secured Redeemable 46.40 52.00
Non-Convertible Debentures of Rs.100/-each issued
in the year 1989
(ii) 200000 14% Privately Placed Secured Redeemable 100.00 100.00
Non-Convertible Debentures of Rs.100/-each issued
in the year 1990
(iii) 500000 18.5% Privately Placed Secured Redeemable 500.00 500.00
Non-Convertible Debentures of Rs.100/-each issued
in the year 1993
(iv) 2500000 18.5% Privately Placed Secured Redeemable 2100.00 2500.00
Non-Convertible Debentures of Rs.100/-each issued in
the year 1995
(v) 700000 19 % Privately Placed Secured Redeemable 700.00 700.00
Non-Convertible Debentures of Rs.100/-each issued
in the year 1998
14
SCHEDULES
(Rupees In Lacs)
AS AT AS AT
31.03.2006 31.03.2005
(vi) 400000 18% Privately Placed Secured Redeemable Non-Convertible 125.00 125.00
Debentures of Rs.100/-each issued in the year 1998
(vii) 5000000 17% Privately Placed Secured Redeemable 5000.00 5000.00
Non-Convertible Debentures of Rs.100/-each issued in the year 1999
(viii) 1600000 17% Privately Placed Secured Redeemable 1600.00 1600.00
Non-Convertible Debentures of Rs.100/-each issued in the year 1999
10171.40 10577.00
Add: Interest Accrued and Due 6132.14 6366.29
16303.54 16943.29
(b) Optinally Fully Convertible Debenture 5100.00 5100.00
3. Working Capital from Banks
Cash Credit / Working Capital Demand Loan 42782.88 54780.99
TOTAL 140813.69 155883.56
NOTES TO SCHEDULE C :
1. a. Long Term Loans referred to in 1(a) and 1(b) above, are secured 2. a. Non-Convertible Debentures/ Bonds referred to in 2 above are
by way of hypothecation of all the movables except book debts, secured / to be secured by way of first mortgage and charge on
including movable machinery, machinery spares, tools and Company’s immovable properties, both present and future
accessories, present and future, subject to prior charges created (excluding Staff Quarters at Dombivli/ Wardha), ranking pari passu
and/or to be created in favour of the Company’s Bankers for with other First Charge holders, subject to prior charge on specific
Working Capital facilities. equipments hypothecated to Banks for deferred credits and SBI
Home Finance Limited for housing colonies for the employees
b. (i) Long Term Loans referred to in 1(a) and 1(b) above, to the at Wardha and specified movables both present and future,
extent of Rs.58539.38 lacs, are also secured by way of first hypothecated to Banks for Working Capital.
mortgage and charge on Company’s immovable properties,
both present and future (excluding Staff Quarters at Dombivili/ b. (i) The Debentures referred in 2 (a) (i) above are redeemable
Wardha), ranking pari passu with other First Charge holders, in five equal annual instalments beginning from the end of
subject to prior charge on specific equipments hypothecated the fifth year from the date of Allotment i.e. August 08,1989.
to Banks for deferred credits and SBI Home Finance Limited The premium of 5% is payable alongwith the third instalment
for housing colonies for the employees at Wardha and at the end of seventh year from the date of Allotment.
specified movables, both present and future, hypothecated (ii) The Debentures referred in 2 (a) (ii) above are redeemable
to Banks for Working Capital. in five equal annual instalments beginning from the end of
the fifth year from the date of Allotment i.e. June 29, 1990.
(ii) Long Term Loans referred to in 1(a) and 1(b) above, to the The premium of 5% is payable alongwith the third instalment
extent of Rs.2858.78 lacs, are also secured by way of first at the end of seventh year from the date of Allotment.
mortgage and charge on Company’s immovable properties
situated at Wardha, both present and future (excluding Staff (iii) The Debentures referred in 2 (a) (iii) above are redeemable
Quarters at Dombivili/ Wardha), ranking pari passu with other in five equal annual instalments beginning from the end of
First Charge holders, subject to prior charge on specific the fifth year from the date of Allotment i.e. November
equipments hypothecated to Banks for deferred credits and 30,1993. The premium of 5% is payable alongwith the third
SBI Home Finance Limited for housing colonies for the instalment at the end of seventh year from the date of
employees at Wardha and specified movables, both present Allotment.
and future, hypothecated to Banks for Working Capital.
(iv) The Debentures referred in 2 (a) (iv) above are redeemable
in three equal annual instalments commencing from the end
c. Long Term Loans referred to in 1(a) and 1(b) above, to the extent
of the sixth year from the date of Allotment as below :
of Rs.10124.01 lacs, are to be secured by way of first mortgage
and charge on Company’s immovable properties, both present ———————————————————————————
and future (excluding Staff Quarters at Dombivli/ Wardha), ranking Date of Allotment Amount In Lacs
pari passu with other First Charge holders, subject to prior charge ———————————————————————————
on specific equipments hypothecated to Banks for deferred credits
December 12, 1995 125.00
and SBI Home Finance Limited for housing colonies for the
employees at Wardha and specified movables, both present and January 1, 1996 900.00
future, hypothecated to Banks for Working Capital. January 2, 1996 75.00
January 4, 1996 100.00
d The Term Loans of Rs.353.97 lacs from SBI Home Finance January 16,1996 500.00
Limited are secured by exclusive mortgage of the housing colony
May 16,1996 400.00
situated at Wardha.
———————————————————————————
15
NOTES TO SCHEDULE C :
(v) The Debentures referred in 2 (a) (v) above are redeemable an option to the lender to convert the OFCDs into
in 4 equal yearly instalments from the end of 3rd year from preference shares within 18 months of allotment. i.e. (a)
the date of allotment i.e. April 3, 1998 and ending on 6th Rs 27 crores allotted on 28th April, 1999 (b) Rs 12 crores
year of allotment. allotted on 30th September, 1999 and (c) Rs 12 crores
allotted on 15th January, 2000.
(vi) The Debentures referred in 2(a)(vi) above are redeemable
in 32 equal quarterly instalments from March 15, 2002 to c. Debentures referred to in 2(a) above include debentures of
Dec 15, 2009. Rs.6187.93 lacs matured for redemption.
(vii) The Debentures referred in 2(a)(vii) above are redeemable 3. Cash Credit from Bank is secured against hypothecation of Raw
in 32 equal quarterly instalments from April 2002 to January Materials, Work-in-process, Finished Goods, Stores & Spares,
2010. Book Debts etc., and by way of Second Charge on Company’s
immovable properties and also guaranteed by some of the
(viii)The Debentures referred in 2(a)(viii) above are Directors of the Company.
redeemable in 32 equal quarterly instalments from April,
2002 to January 2010. 4. i) The loan mentioned in 1 above includes non interest bearing
loans of Rs.32433.59 lacs as per the loan restructuring terms.
(ix) The Optionally Fully Convertible Debentures referred to
in 2(b) above are redeemable in three equal instalments ii) The loans Mentioned in 3 above includes non interest bearing
in the 7th, 8th and 9th year from the date of allotment with loans of Rs.9300.25 lacs as per the loan restructuring term.
(Rupees In Lacs)
AS AT AS AT
31.03.2006 31.03.2005
SCHEDULE D : UNSECURED LOANS
(a) From Financial Institutions
(i) U T I (STL) 561.45 561.45
(ii) IDBI 129.54 23498.00
(iii) Capital Subsidy Loan (SICOM) 36.33 36.33
(iv) Sales Tax Deferral Loan (SICOM) 651.22 762.50
1378.54 24858.28
(vii) Interest Accrued and Due 706.83 682.13
2085.37 25540.41
(b) From bodies corporate 100.00 129.41
TOTAL 2185.37 25669.82
Notes :
i) Short Term Loan from Unit Trust of India Rs.561.45 lacs (Previous year Rs.561.45 lacs) is guaranteed by some of the Directors of the Company.
ii) Loan from IDBI of Rs.129.54 lacs is pending conversion into preference share capital, subject to necessary approvals. As the process of
conversion has been initiated hence the loan has been shown as Unsecured.
iii) Amount repayable within one year Rs.781.49 lacs (Previous year Rs.690.86 lacs)
16
17
18
SCHEDULES
(Rupees In Lacs)
Current Year Previous Year
31.03.2006 31.03.2005
SCHEDULE P : INTEREST & FINANCIAL CHARGES
Finance Charges:
Guarantee Charges — 2.71
Lease Rent — 0.03
Bills Discounting Charges 336.35 110.32
Bank Charges & Commission 143.78 99.76
Forex Difference 22.94 110.20
Others 359.86 862.93 139.88 462.90
Interest :
On Term Loans 1590.12 611.49
On Working Capital 1163.13 832.09
On Others 619.86 3373.11 683.13 2126.71
4236.04 2589.61
Less:Interest Received 303.58 280.26
TOTAL 3932.46 2309.35
SCHEDULE Q : NOTES ANNEXED TO AND FORMING PART OF (iii) Depreciation provided in respect of assets put to use
BALANCE SHEET AS AT 31ST MARCH, 2006, AND PROFIT AND during implementation of ongoing projects have been
LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE. included in pre-operative expenses.
(1) Significant Accounting Policies : (e) Lease Rentals :
(a) The Company follows the mercantile system of accounting. The Lease rentals are expensed with reference to lease terms.
Company accrues individual items of income/expenses above (f) Research and Development :
Rs.5000/- per item. The accounts are prepared on going Research and Development costs (other than cost of fixed
concern basis. assets acquired) are expensed in the year in which they are
(b) Sales : incurred.
Sales/Income in case of contracts/orders spreading over more (g) Gratuity :
than one financial year are booked to the extent of work billed. Provision for Gratuity is made on the basis of actuarial
Sales include export benefits . Export benefits accrue on the valuation.
date of export, which are utilised for custom duty free import of (h) Leave Salaries :
material / transferred for consideration. Provision is made for value of unutilized leave due to
(c) Inventories : employees at the end of the year.
(i) Fixed Assets :
Inventories are valued as under :-
(i) Fixed Assets are valued at cost net of Modvat, unless
(i) Tools equipments at cost or disposable value whichever
revalued, for which proper disclosure is made.
is less.
(ii) All expenditure, including advances given and interest
(ii) Engineering Plant Finished Goods at contract price. cost during the project construction period, are
(iii) Steel Plant Finished Goods at cost price or market value accumulated and shown as Capital Work-in-Progress
whichever is lower. until the project/assets commences commercial
(iv) Finished Goods at the end of trial run at net realisable value. production. Assets under construction are not
(v) Scrap material at net realisable value. depreciated. Expenditure/Income arising out of trial run
(vi) Stores and spares, raw materials, work-in-process/semi- is part of pre-operative expenses included in Capital
finished goods at cost. Work-in-Progress.
(d) Depreciation : (j) Investments :
(i) Depreciation on the assets acquired prior to 2nd April, Long term investments are carried at cost less provision for
1987 is provided on the straight line method as prescribed permanent diminution in value. Current investments are
under Section 205 (2)(b) of the Companies Act, 1956, prior carried at lower of cost or fair value.
to the amendment enacted vide the Companies (k) Deferred Revenue Expenses :
(Amendment) Act, 1988. Accordingly, in respect of all the Share / Debenture issue expenses are amortised over a
assets acquired prior to 2nd April, 1987, the depreciation period of ten years from the commencement of commercial
is provided for the year as per equivalent straight line production and other deferred revenue expenses are
method rates based on the depreciation rates prescribed amortised over a period of five years, depending upon the
nature and benefit of such expenditure in the future.
under the Income Tax rules prevalent at the relevant time.
(l) Foreign Currency Transactions :
(ii) In respect of the assets acquired after 2nd April, 1987
Assets and Liabilities related to foreign currency transactions
and upto 19th December, 1993, the depreciation has been
remaining unsettled at the end of the year are translated at
provided on straight line method as per Schedule XIV of contract rates, when covered by foreign exchange contracts
the Companies Act, 1956. In respect of Plant & Machinery and at year-end rate in other cases. Realised gains and
acquired after 19th December, 1993, the depreciation losses of foreign exchange transactions other than those
has been provided on straight line method as per relating to fixed assets are recognized in Profit and Loss
Amendment to Schedule XIV vide Notification No. Account. Realized gains or losses on translation of long-
G.S.R. 756 (E), dated 16/12/93 issued by the term liabilities incurred to acquire fixed assets are treated
Department of Company Affairs. as an adjustment to the carrying cost of such fixed assets.
19
(15) Information pursuant to the provisions of Paragraph 3 and 4C of Part II Schedule VI of the Companies Act, 1956.
(A) PRODUCTION
Unit Licenced Installed Actual
Capacity Capacity Production
1. a) Fabrication of Chemical, N.A. 13855 See Notes
Pharmaceutical & Other M.T. (N.A.) (13855) Below
Machinery and Structurals
b) Steel Structurals M.T. N.A. 7000 See Notes
(N.A.) (7000) Below
2. Ship sets of Steering Gears & Stabilizers each Nos. N.A. 8
(N.A.) (8) (—)
3. Steel Pipes and Tubes M.T. N.A. 10000 See Notes
(N.A.) (10000) Below
4. Silos M.T. N.A. 10000
(N.A.) (10000) (—)
5. Marine Loading Arms/Truck Nos. N.A. 200 See Notes
And Rail Loading Arms (N.A.) (200) Below
6. Hot Rolled Coils/Plates/Sheets M.T. N.A. 600000 498921
(N.A.) (600000) (425405)
7. Cold Rolled Coils/Sheets M.T. N.A. 350000 167996
(N.A.) (350000) (147157)
8. GP Coils/Sheets & GC Sheets M.T. N.A. 250000 160061
(N.A.) (125000) (112951)
9. Power Plants Nos. N.A. 5 —
(N.A.) (5) (—)
NOTES :
1. N.A. - Not Applicable in terms of Government of India’s Notification No. S.O. 477(E), dated 25th July, 1991.
2. Considering the nature of business of fabrication of Chemical, Pharmaceutical and Other Machinery and Structurals, Steel
Pipes and Tubes, Marine Loading Arms production details are not available in M.T.
3. The above figures are certified by Managing Director and accepted by the Auditors.
4. Saleable Production excluding conversion work and captive consumption is as under :
Current Year Previous Year
a) Hot Rolled Coils & Plate 318500 288746
b) Cold Rolled Coils 7948 23427
c) Galvanised Plain Coils 159662 121532
II. Capital Raised during the year (Rs. In Thousands) Miscellaneous Exps. 89370
III. Position of Mobilisation and (Rs. In Thousands) Profit / (Loss) Before Tax (628385)
Deployment of Funds
Place : Mumbai
Date : 25 th May, 2006
23
Adjustments for:
Adjustments for:
Extraordinary Items:
24
(Rs. In Lacs)
2005 - 2006 2004 - 2005
Notes :
1. Cash Flow statement has been prepared following the indirect method except in case of dividend paid/received and taxes paid which
have been considered on the basis of actual movements of cash.
2. Purchases of Fixed Assets includes movements of Capital Work-in-process between the beginning and end of the year.
3. Proceeds from long-term and other borrowings are shown net of repayments.
4. Cash and cash equivalents represent cash and bank balances only.
5. Previous year’s figures have been regrouped/reclassified wherever applicable.
6. Figures in brackets represent outflows.
Place : Mumbai
Date : 25 th May, 2006
25
26
WHA
WHAT T THE COMP
COMPANYANY OWNED
Fixed Assets
Gross Block 221671.96 214749.32 212929.21 212324.47 212285.37 212276.51 204951.89 189551.43 166203.17 140298.54
Less : Depreciation 99028.66 88128.80 77220.41 66264.07 55372.63 44337.75 33545.66 23975.29 18482.18 14377.63
Net Block 122643.30 126620.52 135708.80 146060.40 156912.74 167938.76 171406.23 165576.14 147720.99 125920.91
Investment 1000.02 1000.02 1006.12 1006.13 1163.48 1163.48 1163.48 1163.48 1196.21 1193.35
DP ID * Folio No.
PROXY FORM
Client ID * No. of Shares
I / We .........................................................................................................................................................................
✄
of ..............................................................................................................................................................................
of... ............................................................ as my/ our proxy to vote for me / us on my / our behalf at the 36 th Annual
General Meeting of the Company to be held on Saturday, the 5th August, 2006 at 11.00 a.m. at Hall of Harmony,
Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018 and at any adjournment thereof.
Affix
Stamp
Note : The form duly completed and signed must be deposited at the Registered Office of the Company not less that 48 hours
before the Meeting.
✄ Tear Here ✄
DP ID *
ATTENDANCE SLIP Folio No.
(To be handed at the entrance
Client ID * of the Meeting Hall) No. of Shares
I hereby record my presence at the 36th Annual General Meeting of the Company to be held at Hall of Harmony, Nehru
Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018 on Saturday, the 5 th August, 2006 at 11.00 a.m.
BOOK - POST