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Annual Report 2012-13VIKASH METAL & POWER LTD.

Board of DirectorsMr. Vimal Kumar Patni - Chairman

Mr. Vikash Patni - Managing Director

Mr. Akkash Patni

Mr. Chhatar Singh Dugar

Mr. Deepak Jain

Mr. Rana Pratap Singh

Company SecretaryAshish Murarka

AuditorsV R SAARP & Co

Chartered Accountants

BankersBank of India

United Bank of India

UCO Bank

IDBI Bank

Registered Office35, Chittaranjan Avenue

6th Floor, Kolkata – 700 012

e-mail: [email protected]

Plant LocationVill: Poradiha

P.S. – Santuri, Dist: Purulia

West Bengal- 722 153

Registrar and Transfer AgentMaheshwari Datamatics Pvt Ltd

6, Mangoe Lane, 2nd Floor, Kolkata- 700 001

Phone: 033 2243 5029/5809

Notice 01Directors’ Report & Management Discussion and Analysis Report 04Report on Corporate Governance 07Auditor’s Report 14Balance Sheet 18Profit & Loss Account 19Cash Flow Statement 20Notes to Accounts 21Additional Notes to Accounts 32Proxy 35

Corporate information

Content

1Annual Report 2012-13

Notice

NOTICE is hereby given that the Seventeen Annual General

Meeting of the Members of the Company will be held at ‘Young

Mens Christian Association Community Hall (YMCA Hall)’, 25,

Jawaharlal Nehru Road, Kolkata – 700 087 (Beside Indian

Museum) on Monday, the 30th day of September, 2013 at

10:00 A.M. to transact the following businesses:-

Ordinary Business1. To receive, consider and adopt the Audited Balance Sheet as

at 31st March, 2013 and the Profit & Loss Account for the

period from 01.07.2012 to 31.03.2013 with the Directors’

Report and Auditors, Report thereon.

2. To appoint a Director in place of Mr.Vimal Kumar Patni, who

retires by rotation and being eligible, offers himself for re-

appointment.

3. To appoint a Director in place of Mr. Chattar Singh Dugar,

who retires by rotation and being eligible, offers himself for

re-appointment.

4. To appoint Auditors and to fix their remuneration and in this

regard to consider and if thought fit, to pass with or without

modification(s), the following as an Ordinary Resolution

“RESOLVED THAT M/s. V R SAARP & Co., Chartered

Accountants, be and are hereby appointed as Auditors of

the Company, to hold office from the conclusion of this

annual general meeting till the conclusion of the next Annual

General Meeting of the Company.

RESOLVED FURTHER THAT, the Board of Directors be and is

hereby authorized to fix the remuneration payable and

reimbursement of out-of-pocket expenses, if any, to the said

Auditors.”

Special Business5. To consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT subject to the provisions of Sections 198,

269 and 309 read with Schedule-XIII and other applicable

provisions, if any, of the Companies Act, 1956 including any

statutory modification(s) or re-enactment thereof for the

time being in force consent of the Company be and is hereby

accorded to the re-appointment of Mr. Vikash Patni as

Managing Director of the Company for a further period of 3

(Three) years w.e.f. 1st April, 2013 on the terms and

conditions including remuneration as set out in the

agreement submitted to the meeting.

RESOLVED FURTHER THAT the Board of Directors be and is

hereby authorised to alter and vary the terms and conditions

of the said re-appointment during the continuance of the

tenure and grant such further increases in remuneration

from time to time as they may deem fit and agreed by Mr.

Vikash Patni, within the limits specified in Schedule XIII of

the Companies Act, 1956, as may be amended from time to

time.”

By Order of the Board of Directors

For Vikash Metal & Power Limited

Sd/-

Place: Kolkata Ashish Murarka

Date: 4th September, 2013 Company Secretary

Registered Office:35, C. R. Avenue,

6th Floor, Kolkata -700 012

Vikash Metal & Power Limited 2

Notice (Contd...)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND

SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The Instrument of proxy, in order to be effective, must be

completed, stamped, signed and deposited at the

Company’s Registered Office not less than forty-eight hours

before the commencement of the ensuing Annual General

Meeting (AGM).

3. Corporate Members are requested to send to the Company’s

Registered office, a duly certified copy of the Board

Resolution authorizing their representative to attend and

vote at the AGM.

4. The Register of Members and Share Transfer Books will

remain closed from 26th September, 2013 to 30th

September, 2013 (both days inclusive) for the purpose of

Annual General Meeting.

5. Members/Proxies are requested to bring their attendance slip

sent herewith, duly filled in, for attending the meeting.

6. Additional information pursuant to Clause 49 of the Listing

Agreement with the Stock Exchanges in respect of the

persons seeking re-appointment as Director under item no.

2, 3 & 5.

7. Any member desirous of getting any information on the

accounts of the company is required to forward his/her

queries atleast 7 days prior to the meeting so that the

required information can be made available at the meeting.

8. Pursuant to Circular No. 17/2011 dated 21st April, 2011 and

Circular No. 18/2011 dated 29th April, 2011, Ministry of

Corporate Affairs (MCA) has launched “Green Initiative in

Corporate Governance” whereby the Companies are allowed

to send notices, documents and other communication to the

shareholders in electronic mode.

In view of the above circulars issued by MCA, your company

encourages its shareholders to support Green Initiative’ by

registering their email address with their respective

depositories/Company’s Registrar and Transfer Agent and

intimate changes in the email address from time to time.

Even after registering the email address, members are

entitled to receive such communication in physical form,

upon receipt of request for the same, by post/courier free of

cost. You are thus advised to update your email id’s with

respective DP’s so as to enable the company to send

documents viz., notice, Financial Statements, Directors’

Report, Auditors’ Report etc. to the email address.

The physical copies of the aforesaid documents will also be

available at the Company’s Registered Office for inspection

during business hours upto the date of Annual General

Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2)OF THE COMPANIES ACT, 1956

Item No-5

The terms of appointment of Mr. Vikash Patni as Managing

Director has expired on 31st March, 2013. Subject to the

approval of members at the ensuing Annual General Meeting,

the Board of Directors of the Company at its meeting held on

27th March, 2013, based on the recommendation of the

Remuneration Committee has re-appointed Mr. Vikash Patni as

Managing Director of the Company for a further period of 3

(Three) years w.e.f. 1st April, 2013 on the terms and conditions

mentioned in the Agreement dated 27th March, 2013. Mr.

Vikash Patni has proposed to the Board that he being one of

the promoter and at this difficult phase in the company’s history,

when the company is incurring loss(es), he has foregone its

previous year’s remuneration in the interest of the company and

agreed to be re-appointed and shoulder the responsibilities at a

very nominal remuneration.

An abstract pursuant to provision of Section 302 of the

Companies Act, 1956 setting out the material terms of Mr.

Vikash Patni as provided in the agreement dated 27th March,

2013, with respect to his re-appointment and remuneration

payable was sent to all members on 12th April, 2013.

The material terms and remuneration payable in terms of

Agreement dated 27th March, 2013 are as follows:

Tenure: 3 (Three) years with effect from 1st April, 2013.

Remuneration:

(a) Salary: Rs. 25,000/- (Rupees Twenty Five Thousand) per

month. (Within the limits specified in Part II Section II of

Schedule XIII).

(b) Perquisites/Allowances: He shall be entitled to the following

Perquisites/Allowances:-

i. Bonus: As may be decided by the Board.

ii. Leave Encashment: As per applicable rules of the Company.

iii. Gratuity: As may be decided by the Board, provided that it

shall not exceed the ceiling limit as envisaged under the Payment

of Gratuity Act, 1972.

Leave encashment and Gratuity shall not be included in the

computation of ceiling on remuneration.

(c) Leave: Managing Director will be entitled to leave as per

applicable rule of the Company.

(d) Power of the Board to increase Remuneration:

The Board of Directors shall have an authority to grant such

further increases from time to time as they may deem fit, within

the limits specified in Part II of Schedule XIII of the Act, as may

be amended from time to time.


Additional Information:

Memorandum of Concern or Interest of the Directors

None of the Directors of the Company, except Mr. Vikash Patni himself and Mr. Vimal Kumar Patni and Mr. Akkash Patni, being

relative of Mr. Vikash Patni, are in any way concerned or interested in the aforesaid appointment.

Inspection

The relevant agreement entered into by the Board with Mr. Vikash Patni is available for inspection by members at the Corporate Office

of the Company on any working day during business hours.

The Board of Directors recommends the resolution set out in item no. 5 for your consideration and approval.

Details of the Directors seeking re-appointment at the forthcoming Annual General Meeting(In pursuance of Clause 49 of the Listing Agreement)

Name of the Director Mr. Vikash Patni

Date of Birth 22.10.1976

Date of Appointment 01.04.2003

Qualification B. Com, MBA

Expertise Wide experience in Manufacturing, Commercial & Financial matters.

Directorship held in other Public Companies as on Nil

March 31, 2013

Chairmanship/ Membership of the Committee of the Board Member of the Share Cum Investors Grievance Committee

of Directors of the Company as on March 31, 2013

Chairmanship/Membership of the Committee of Directors

of other Public Companies as on 31st March, 2013 None

Number of shares held 15,20,900

Name of the Director Mr.Vimal Patni



Qualification B. Com

Expertise Wide experience Manufacturing, Commercial & Financial matters.


March 31, 2013

Chairmanship/ Membership of the Committee of the Board Member of the Share Cum Investors Grievance Committee

of Directors of the Company as on March 31, 2013

Chairmanship/Membership of the Committee of Directors None

of other Public Companies as on 31st March, 2013

Number of shares held 23,24,600

Name of the Director Mr.Chattar Singh Dugar



Qualification B. Com

Expertise Wide experience in Financial matters.


March 31, 2013

Chairmanship/ Membership of the Committee of the Board Chairman of Audit Committee & Member of Remuneration

of Directors of the Company as on March 31, 2013 Committee.

Chairmanship/Membership of the Committee of Directors None

of other Public Companies as on 31st March, 2013

Number of shares held Nil


Directors’ Report and Management Discussion and Analysis Report

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

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 FutureOutlookAs 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

Rs. in lacs


Directors’ Report and Management Discussion and Analysis Report (Contd...)

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.

DividendYour directors do not recommend any dividend for the year

ended 2012-13.

DirectorsIn 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 DisclosureNone 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 absorptionand 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’ reportOn 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 depositThe Company has not accepted deposits within the meaning of

section 58A of the Act and the rules made thereunder.

Directors’ responsibility statementPursuant to section 217 (2AA) of the Companies Act, 1956, the

Board of Directors of the Company hereby state and confirm

that:


Directors’ Report and Management Discussion and Analysis Report (Contd...)

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 systemYour 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 performanceYour 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.

Cautionary statementStatements 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.

AcknowledgementYour 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

GroupPerson 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:

S. No. Name of the Person/Entity S.No. Name of the Person/ Entity

1. Vimal Kumar Patni 7. Rajesh Patni

2. Prem Lata Patni 8. Brahmand Udyog Limited

3. Vikash Patni 9. Sahyogi Distributors Limited

4. Sunita Patni 10. Unilever Enterprises Limited

5. Akkash Patni 11. Swami Vinimay Limited

6. Sangeeta Patni 12. Lucky Prime Dealers Private Limited


Annexure ‘A’ to Directors’ Report - Report on Corporate Governance

I. Company’s PhilosophyYour Company’s philosophy is to continue to enhance the value

of its stakeholders including shareholders, customers, employees,

lenders and society at large. The Company believes that good

corporate governance practices are sine qua non for the

sustainable development of business. Your company believes that

all actions and strategic plans should deliver fair value to all its

stakeholders. It is an integral part of the company’s core values

which include fairness, transparency, integrity, equity, honesty

and accountability. Your Company is in compliance with the

standards set out by clause 49 of the Listing Agreement with the

Stock Exchanges.

II. Board of Directors:(A) Board composition & Particulars of Directors – The

Composition of the Board of Directors is in conformity

with clause 49 of the Listing Agreement with the stock

exchange(s). The Company’s Board consists of six

members which comprise of:

• One Non Executive Chairman

• One Executive Director

• One Non- Executive Directors

• Three Non Executive Independent Directors

None of the Directors on the Board is a member of more

than 10 Committees and Chairman of more than 5

Committees across all the companies in which he is a

Director.

(B) Attendance of Directors at Board Meetings, last Annual General Meeting (AGM) & number of other Directorship and

Chairmanships/Memberships of Committees of each Director in various Companies as on 31st March, 2013– Board holds

periodic meetings to review and discuss performance of the Company, its future plans, strategies and other pertinent items

relating to the Company. During the financial year (nine-months) ended on 31st March, 2013, meeting of the Board of Directors

was held 10(Ten) times.

The details of the composition of the Board as on 31.03.2013, attendance at the Board Meeting during the year and at the last

Annual General Meeting, Number of Directorships, Membership/Chairmanship in other public companies are as follows:

# Pursuant to clause 49 of Listing Agreement with Stock Exchanges, Memberships/Chairmanships of only Audit Committees and

Shareholders Grievance committee in all Public Limited companies (excluding Vikash Metal & power Limited) have been considered.

Mr. Vimal Kumar Patni is the father of Mr. Vikash Patni and Mr. Akkash Patni. Other than this, none of the other Directors are in any

way related to any other Director.

The agenda and notes on agenda are circulated to the Board members in advance for facilitating meaningful and focused discussion

at the Board Meeting. The Board members, in consultation with the chairman may bring up any matter for consideration of the Board.

The Managing Director at the board Meetings keeps the Board apprised of the overall performance of the Company.

Name of Directors Category of Directors No. of Board Attended Directorships No. of Membership(s)/

Meetings last AGM held in other Chairmanship(s) of

attended held on 30th Public Limited Board Committees

during September, Companies in other Companies #

2012-13 2012. incorporated in India

Chairman Member

Mr. Vimal Kumar Patni

-Chairman Non-Executive, Promoter 9 Yes 6 ---- ----

Mr. Vikash Patni –

Managing Director Executive, Promoter 10 No 7 ---- ----

Mr. Akkash Patni Non-Executive, Promoter 8 Yes 9 ---- ----

Mr. Chhatar Singh Dugar Independent, Non- Executive 5 No --- --- ---

Mr. Deepak Jain Independent, Non-Executive 7 No --- --- ---

Mr. Rana Pratap Singh Independent, Non-Executive 6 No --- --- ---


The Board periodically reviews compliance report of all laws applicable to the Company. Steps are taken by the Company to rectify

or comply the instances of non-compliance, if any noticed.

III. Audit Committee:Your Company has an Audit committee comprising of 3(Three) Non executive Directors. All the members of the Audit Committee

are financially literate and have accounting or related financial management expertise. The terms of reference of the Audit Committee

included the power as laid down in clause 49(II)(C) and the role as stipulated in Clause 49(II)(D) of the listing agreement and review

of the information as laid down in clause 49(II)(E).

During the financial year ended on 31st March, 2013, three (3) meetings of the Audit committee were held. The composition of Audit

Committee and the attendance of members during these meetings are as follows:-

The Managing Director is a permanent invitee to the Committee. The Company Secretary acts as the secretary to the Audit Committee.

The representative of Statutory Auditors is permanent invitee to the Audit committee meetings.

Unaudited quarterly and audited annual financial results were reviewed, analyzed and confirmed by the committee before they were

approved by the Board of Directors for submission to the stock exchanges and publication in newspaper in compliance of clause 41

of the Listing Agreement.

The Annual Accounts for the year ended 31st March, 2013 were duly reviewed by the Audit Committee at its meeting held on

25.08.2013, prior to adoption by the Board.

IV. Remuneration CommitteeYour Company constituted the committee to approve the remuneration and commission/incentive payable to the Managerial

Personnel viz. Managing Director and recommend revision in the same. During the financial year ended on 31st March, 2013, only

one meeting of the Remuneration Committee was held which was attended by all the members. The composition of Remuneration

Committee is as follows:-

Remuneration Policy

a) For Executive Directors:

The Board of Directors on the recommendation made by the Remuneration Committee decides the remuneration of the Executive

Directors subject to the approval of members. The remuneration structure comprises only of the salary. No severance fees is payable

to the Directors on termination of the employment. The Company does not have any scheme for stock-option either for the Directors

or for the employees.

b) For Non-Executive Directors :

The Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee thereof and the same

Name Category Designation No. of meetings attended

Mr. Chhatar Singh Dugar Independent, Non-Executive Chairman 3

Mr. Deepak Jain Independent, Non-Executive Member 2

Mr. Akkash Patni Non-Executive Member 3

Name Category Designation

Mr. Deepak Jain Independent, Non-Executive Chairman

Mr. Chhatar Singh Dugar Independent, Non-Executive Member

Mr. Rana Pratap Singh Independent, Non-Executive Member

Annexure ‘A’ to Directors’ Report - Report on Corporate Governance (contd...)


is within the limits prescribed by the Companies Act, 1956.

Remuneration of Executive Directors:

During the year under review, the Managing Director has decided and proposed to forego his salary seeing the present financial health

of the Company and has offered his services without any remuneration. The Board welcomed and appreciated the gesture of the

Managing Director. The remuneration paid to Executive Director during the year ended 31st March, 2013 is:

*Re-appointed as Managing Director by the Board w.e.f. 01.04.2013 subject to shareholder’s approval.

Remuneration of Non-Executive Directors:

The remuneration of Non-Executive Directors consists only of sitting fees @ Rs. 1500/- for attending each meeting of the Board of

Directors or a Committee thereof. However, the non-executive directors have also foregone their sitting fees for the year 2012-13.

V. Share Transfer Cum Investors Grievance CommitteeYour Company constituted the Committee to oversee the redressal of shareholders’ grievances relating to transfer of shares, non-

receipt of annual report, dividend etc. During the financial year ended on 31st March, 2013, Three (3) meetings of the Committee

were held which was attended by all the members of the Committee and also by the Company Secretary. The composition of the

Committee is as follows:-

The Board has designated Company Secretary as the Compliance Officer of the Company.

VI. Code of ConductThe Board of Directors of the Company has formulated a code of conduct for all Board Members and Senior Management Personnel

of the Company and Compliance thereof has been affirmed by all concerned. This Code of Conduct has also been placed on

Company’s Website.


Name of the Director Salary Period of Contract Notice Period

(Rs.) From To

Mr. Vikash Patni* NIL** 01.04.2008 31.03.2013 2 Months

Name Category Designation

Mr. Deepak Jain Independent, Non- Executive Chairman

Mr. Vimal Kumar Patni Non- Executive Member

Mr. Vikash Patni Executive Member

The details of the complaints, excluding correspondences which are not in the nature of complaints are given below:

No. of Complaints pending as on 1st July, 2012 0

No. of Complaints received during the year 8

No. of Complaints redressed during the year 8

No. of Complaints pending as on 31st March, 2013 0

Declaration for Compliance of Clause 49(I)(D)This is to confirm that the Company has adopted a Code of Conduct for all the Board Members and Senior Management

Personnel of the Company. It is further confirmed that the Board Members and Senior Management Personnel of the Company

have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2013.

Kolkata Vikash Patni

04th September, 2013 Managing Director


VIII. Details of Directors Appointed/Re-AppointedDetails of directors being appointed/re-appointed have been disclosed in the notice of the Annual General Meeting, i.e. brief resume,

nature of expertise in specific functional areas, numbers of directorships and committee memberships and their shareholding in the

company.

IX. General Body Meetings(A) Location and time, where last three AGMs were held:

(B) No Special Resolution was passed in the last 3(Three) Annual General Meetings of the Company. No resolution through Postal

Ballot was passed in the last year. No special resolution is proposed to be passed through Postal Ballot at the ensuing Annual

General Meeting.

X. Disclosuresa) A statement in summary form of transactions with related parties in the Ordinary course of business is placed periodically before

the Audit committee. The Company did not have any materially significant related party transactions, which may have potential

conflict with the interest of the Company. For the list of disclosures of related party relationship and transactions as per

Accounting Standard AS-18, “Related Party Disclosures”, Additional Notes to the Annual Audited Accounts of the Company for

the financial year ended on 31st March, 2013 may be referred to.

b) The Company has duly complied with the requirements of the regulatory authorities on capital market. No structures were

imposed on the Company by the SEBI, or any statutory authority on any matter related to capital markets during the last three

year.

c) There was no pecuniary relationship or transactions between the Company and the Non Executive Directors.

d) While preparing financial statements for the year under review, no accounting treatment which was different from that prescribed

in the Accounting Standard issued by The Institute of Chartered Accountants of India was followed.

e) The Company does not presently have a Whistle Blower policy

f) The Board has received disclosures from senior management personnel relating to material financial and commercial transaction

in which they and/or their relatives have personal interest.

g) The Board of Directors of the company have received a certificate from the Managing Director of the company in compliance of

clause 49 (V) of the Listing Agreement.

h) A Management Discussion and Analysis Report has been included as a part of the Directors’ Report to the Shareholders for the

financial year ended 31st March, 2013

i) The Company does not have any Indian Subsidiary Company and hence provision of an Independent Director of the Company

on the Board of such Subsidiary Company is not applicable.

j) Details of Compliance with clause 49 of the Listing Agreement with Stock Exchanges:

(i) All mandatory requirements under this clause have been appropriately complied with.

(ii) The Company has a Remuneration Committee, which is non mandatory requirement under this clause, as reported in

paragraph IV above.

(iii) Other non mandatory requirements will be adopted by your Company’s Board as and when required and/or deemed

necessary.

XI. Means of CommunicationIn compliance with the requirements of the Listing agreements, the company regularly intimates Unaudited as well as Audited


Financial Year ended Day & Date Time Venue

31st March, 2010 Wednesday, 22nd September, 2010 Purbashree, EZCC, Bharatiyam

31st March, 2011 Friday, 30th September, 2011 10.30 A.M. Cultural Multiplex, IB-201, Sector-III,

Salt Lake City, Kolkata-700 106

30th June, 2012 Saturday, 29th December, 2012 10.00 A.M. “Rotary Sadan”, 94/2 Chowringhee

Road, Kolkata – 20


Financial Results to the stock exchanges immediately after they are taken on record by the Board. In the current year there were some

delays in filling the same but as on date all the compliances are duly submitted to respective stock exchanges

XII. General Shareholder Information:• Annual General Meeting (Financial Year 2012-13):

Day, Date & Time Monday, 30th September, 2013 from 10.00 A.M. onwards.

Venue ‘Young Mens Christian Association Community Hall

25 Jawaharlal Nehru Road, Kolkata – 700 087 (Beside Indian Museum)

• Unclaimed Shares

Pursuant to clause 5A of the Listing Agreement with Stock Exchanges, a demat suspense account in the name of the company

has been opened with Microsec Capital Limited, Depository Participant (DP) of NSDL and the shares which remained unclaimed

during the Initial Public Offer of the company has been credited to the said account for the purpose of distribution of said shares

to the rightful shareholder and until then voting of such shares shall remain frozen. The Registrar has sent reminders to all such

shareholders, at the addresses available in its database.

• Listing on Stock Exchanges:

(a BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai – 400 001

(b) National Stock Exchange of India Limited (NSE)

“Exchange Plaza”, Plot no. C/1, Block –G

Bandra-Kurla Complex,

Bandra (E), Mumbai – 400 051

• Stock Code:

BSE - 532677

National Stock Exchange – VIKASHMET

• International Securities Identification Number (ISIN):

INE 158H01013

• Corporate Identification Number:

L27109WB1996PLC080353

Details of the Unclaimed shares are given hereunder:

i) Aggregate number of shareholders as on 01.07.2012 21

ii) Number of outstanding shares as on 01.07.2012 141

iii) Number of shareholders who approached issuer for transfer of shares NIL

iv) Number of shareholders to whom shares were transferred during the year NIL

v) Aggregate number of shareholders as on 31.03.2013 21

vi) Number of Outstanding shares as on 31.03.2013 141

• Financial Calendar (Tentative and subject to change):

1. Financial year 1st April, 2013 to 31st March 2014

2. Financial Reporting for the quarter ending 30th June, 2013

3. Financial Reporting for the half year ending 30th September, 2013 Within 45 days of the end of the quarter

4. Financial Reporting for the quarter ending 31st December, 2013

5. Financial Reporting for the year ending 31st March, 2014 Within 60 days of the end of the financial year

6. Annual General Meeting for the year ended 31st March, 2014 On or before 30th September, 2014


• Dematerialisation of Shares as on 31st March 2013:

Particulars of Shares Equity Shares of Rs.10 each

Number % of Total

Dematerialized Form

NSDL 27806342 39.06

CDSL 43385617 60.94

Sub-total

Physical Form 141 ---

Total 71192100 100



• Registrar and Share Transfer Agent: Maheshwari Datamatics Pvt Ltd

6, Mangoe Lane; 2nd Floor; Kolkata-700 001

Ph- 033-22435029/5809

Fax-033-22484787

Email- [email protected]

• Share Transfer System:As on 31st March, 2013, 99.999 % of the shares of the

Company are in electronic form. Transfer of these shares is

done through the depositories with no involvement of the

Company. The share transfers which are received in physical

form are processed and the share certificates returned within

a period of 15-20 days from the date of receipt of the

transfer, subject to documents being valid and complete in

all respects. The Company also obtains from a Practicing

Company Secretary, half yearly certificate of compliance with

the share transfer formalities as required under Clause 47(c)

of the Listing Agreement with Stock Exchange and files a

copy of the certificate with the Stock Exchange.

• Distribution of Shareholding as on 31st March, 2013:

Slab of Shareholding No of Shareholders % No of Shares %

Upto 500 10003 66.95 2162306 3.04

501-1000 2184 14.62 1820660 2.56

1001-2000 1085 7.26 1737846 2.44

2001-3000 429 2.87 1123579 1.58

3001-4000 210 1.41 775657 1.09

4001-5000 248 1.66 1191341 1.67

5001-10000 398 2.66 3009115 4.23

10001 and above 383 2.57 59371596 83.39

Total 14147 100.00 71192100 100.00

• Secretarial Audit:

A Practicing Company Secretary carried out Reconciliation of

share capital audit to reconcile total admitted capital with

NSDL and CDSL and the total issued and listed capital. The

Audit confirms that the total issued/paid up capital is in

agreement with the aggregate of the total number of shares

in physical form and the total number of shares in

dematerialized form (held with NSDL and CDSL).This audit is

carried out every quarter and the report thereon is submitted

to Stock Exchanges.

• Registered Office :

35, Chittaranjan Avenue, 6th Floor, Kolkata-700012

• Plant Location :

Vill-Poradiha, P.S.-Santuri, Dist- Purulia, West Bengal, Pin

No- 722153

• Address for Correspondence :

The Company Secretary

Vikash Metal & Power Limited

35, Chittaranjan Avenue

6th Floor, Kolkata – 700 012

E-mail: [email protected]

For and on behalf of the Board of Directors

Sd/-

Place : Kolkata Vimal Kumar Patni

Date : 04th September, 2013 Chairman

• Category of Shareholders as on 31st March, 2013

Category No of Shares Held % of shareholdings

Promoters & Promoter Group 10718933 15.06

Institutional Investors 24228780 34.03

Bodies Corporate 15513309 21.79

Indian Public 18514222 26.00

NRIs/OCB 857441 1.23

Custodian 1359415 1.89

Total 71192100 100


Compliance Certificate on Corporate Governance

To

The Members


We have examined the compliance of conditions of Corporate Governance by Vikash Metal & Power Limited for the year ended on

31st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the

procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate

Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations

made by the Directors and the management, we certify that the Company complied with the conditions of Corporate Governance

as stipulated in the Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management conducted its affairs.

For V R SAARP & Co


Firm Registration No.: 327260E

Sd/-

Rakesh Singh

Place: Kolkata Partner

Date: 04th September, 2013 Membership No.: 067493


Independent Auditors’ Report

To

The Members of


Report on the Financial Statements

1. We have audited the accompanying financial statements of

Vikash Metal & Power Limited, (“the Company”), which

comprise the Balance Sheet as at March 31, 2013, and the

Statement of Profit and Loss and Cash Flow Statement for

the period from July 01, 2013 to March 31, 2013, and a

summary of significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these

financial statements, that give a true and fair view of the

financial position, financial performance and cash flows of

the Company in accordance with the accounting principles

generally accepted in India, including the Accounting

Standards referred to in sub-section (3C) of Section 211 of

the Companies Act, 1956 (“the Act”). This responsibility

includes the design, implementation and maintenance of

internal control relevant to the preparation and presentation

of the financial statements that give a true and fair view and

are free from material misstatement, whether due to fraud

or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in

accordance with the Standards on Auditing issued by the

Institute of Chartered Accountants of India. Those Standards

require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material

misstatement.

4. An audit involves performing procedures to obtain audit

evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the

auditors’ judgment, including the assessment of the risks of

material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the

auditor considers internal control relevant to the Company’s

preparation and fair presentation of the financial statements

in order to design audit procedures that are appropriate in

the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation

of the financial statements.

5. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our qualified

audit opinion.

Basis for Qualified Opinion

All the operations of the Company are suspended since

October’ 2011 and there were no commercial production or

transactions carried out during the period under audit. The

Company could not put the robbery affected plant and

machineries for repair or replacement. Numerous important

documents relating to the operations of the Company went

missing during robbery on April 12, 2012, and it was stated

to us that the Company is still under process to recreate the

missing documents.

At the end of the current period and losses the Company’s

capital and the net worth stands negative to the tune of Rs.

5,360.62 lacs. There are significant liabilities of the Company

towards its bankers, statutory dues outstanding for more

than one year to be paid to Government and trade creditors.

The management has not provided for provisions on interest

and penalty on the said statutory dues. The Company has

been referred to Board for Industrial and Financial

Reconstruction (BIFR reference no 59/2012 dated

26.10.2012) and the Company is expecting support from

BIFR authorities in terms of relief from payment of interest

and penalty on statutory dues as referred above. These

circumstances and along with other matters as set forth in

above paragraphs, putting question on the Company’s

going concern.

The management is yet to ascertain the impairment loss,

required to be provided for in accordance with the


requirement of mandatory Accounting standard-28

"Impairment of Assets" issued by The Institute of Chartered

Accountants of India. In view of it involving judgment of the

management, we are unable, to quantify the same.

Actuarial valuation for gratuity has not been done by the

Company as no employees is likely to continue for long

period as the operation is suspended and will take time to

regularize the operation.

We are unable to form any opinion on factory accounts as

we were not in a position to examine the books kept at

factory due to non availability of the same. However there

was no commercial transaction happened during the audit

period.

Qualified Opinion

6. In our opinion and to the best of our information and

according to the explanations given to us, except for the

effects of the matters described in the Basis for Qualified

Opinion paragraph, the financial statements give the

information required by the Act in the manner so required

and give a true and fair view in conformity with the

accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of

the Company as at March 31, 2013;

ii) in the case of Statement of Profit and Loss, of the loss for

the period from July 01, 2013 to March 31, 2013; and

iii) in the case of the Cash Flow Statement, of the cash flows

for the period from July 01, 2013 to March 31, 2013.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order,

2003 (“the Order”) issued by the Central Government of

India in terms of sub-section (4A) of Section 227 of the Act,

we give in the Annexure a statement on the matters

specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations

which to the best of our knowledge and belief were

necessary for the purpose of our audit;

b. Except for the effects of the matter described in the Basis

for qualified opinion, in our opinion, proper books of

account as required by law have been kept by the

Company so far as appears from our examination of

those books.

c. The Balance Sheet, Statement of Profit and Loss and

Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d. Except for the effects of the matters described in the

Basis of Qualified Opinion paragraph, in our opinion, the

financial statements comply with the Accounting

Standards referred to in sub-section (3C) of Section 211

of the Act; and

e. on the basis of written representations received from the

directors, as on March 31, 2013 and taken on record by

the Board of Directors, none of the directors is

disqualified as on March 31,2013 from being appointed

as a director in terms of clause (g) of sub-section (1) of

Section 274 of the Act.

f. Since the Central Government has not issued any

notification as to the rate at which the cess is to be paid

under section 441A of the Companies Act, 1956 nor has

it issued any Rules under the said section, prescribing the

manner in which such cess is to be paid, no cess is due

and payable by the Company.

For V R SAARP & Co



Place: Kolkata Rakesh Singh

Date: 27th August, 2013 Partner

Membership No.: 067493


Annexure to the Independent Auditors Report of even date to the members of Vikash Metal & Power Limited. on the accounts of the company for the period ended 31st March,

2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the

course of our audit, we report that:

i. (a) As explained by management, the Company use to

maintained proper records to show full particulars,

including quantitative details and situation of its fixed

assets. However, this register has been maintained at

factory which was missing after the reported incident

of robbery and could not recreate. Hence we could

not verify.

(b) No fixed assets verification was done by the

management during the audit period.

(c) There was no addition, disposal or sale of fixed assets

during the audit period. However, substantial part of

the fixed assets has been lost due to robbery on 12th

April, 2012 amounting to Rs. 6,401.23 Lacs.

ii. (a) During the audit period there was no movement in

inventories and inventories stands at nil value.

(b) There was no physical verification of inventories

during the period as there was no inventory.

(c) As on balance sheet date inventories figure stood Nil.

iii. (a) According to the information and explanation given

to us, the company has not granted any loans,

secured or unsecured, to companies, firms and other

parties cover in the register maintained under Section

301 of the Companies Act, 1956.Accordingly,

paragraph 4(iii)(b),(c) and (d) of the order are not

applicable.

(e) The Company has taken interest free unsecured loans

from parties covered in the register maintained under

Section 301 of the Companies Act, 1956. The

maximum amount involved during the period and the

year-end balance of such loans are Rs. 29,652.94 Lacs

(previous year Rs. 30,464.96 Lacs) and Rs. 29,652.94

Lacs (previous year Rs. 29,590.56 Lacs) respectively.

(f) The terms and conditions of loans taken as aforesaid

are prima facie not prejudicial to the interest of the

Company.

(g) In respect of aforesaid loans taken by the Company,

there are no stipulations as to repayment thereof.

iv. As the operation is suspended from October, 2011

onwards, company has not given much attention towards

internal control.

v. (a) To the best of our knowledge and belief and

according to the information and explanations given

to us, we are of the opinion that the particulars of the

contracts or arrangements that need to be entered in

the register maintained under Section 301 of the

Companies Act, 1956, have been so entered.

(b) In our opinion, the transactions made in pursuance

of such contracts or arrangements and exceeding the

value of five lakh rupees in respect of any party during

the period have been made at prices which are

reasonable having regard to prevailing market prices

at the relevant time.

vi. According to the information and explanation given to us,

the Company has not accepted any deposit during the

period from the public within the meaning of the

provisions of the Sections 58A and 58AA of the

Companies Act, 1956 and the rules framed there under.

vii. During the period of our audit, the Company has no

internal audit system.

viii. We could not review the books of account and records

maintained by the Company pursuant to the Order made

by the Central Government for maintenance of cost

records under Section 209(1) (d) of Companies Act, 1956

as due to destruction of records as explained to us by the

management.

ix. (a) According to the books and records examined by us,

the Company could not pay undisputed statutory

dues Service Tax, Custom Duty, Sales Tax, Provident

Fund, Professional Tax, Excise Duty and Cess.

(b) The Interest & Penalty on Statutory Dues is not

accounted by the company and booked in the

financial statements on the grounds that the

company has referred the company in BIFR and they

will ask concession and relief for the waiver of interest


and penalty from the statutory departments and

hence not booked in the financial statement and thus

Interest and penalty on Statutory Dues can be created

at Unascertainable Contingent Liabilities of the

company. There are undisputed outstanding

statutory dues as at 31th March, 2013 for a period

of more than one year from the date they became

payable are as: VAT – Rs. 2,73,28,607, Excise Duty-

Rs. 7,31,34,041, Income Tax- Rs. 3,42,65,477,

Professional Tax – Rs. 3.430, Tax Deducted at source

– Rs 11,19,485, Provident Fund- Rs 4,37,816.

(c) According to the records of the company and the

information and explanations given to us and upon

our enquiries in this regard, details of statutory dues

which have not been deposited on account of any

dispute are stated in Notes 28 to the accounts.

x. The Company has accumulated losses of Rs. 12,479.83

Lacs (Previous year Rs. 7,888.92 lacs) at the end of the

audit period ended after adjusting with all the free

reserves which the company has at the start of the

financial year. It incurred cash losses of Rs. 205.79 Lacs

(Previous year Rs.10,499.98 Lacs) during the audit period

under report. The company falls under the sick unit

category and accordingly it has applied for BIFR, the same

was admitted under the reference no. 59/2012 dated 26-

10-2012).

xi. Based on our audit procedures and as per the information

and explanations given to us, the Company has failed to

repay of its loans and interest thereon to the banks and to

the financial institutions from October, 2011. The entire

Loan amount is been called by the financial institution and

become payable.

xii. As explained to us, the Company has not granted any

loans and advances on the basis of security by way of

pledge of shares, debentures or other securities.

xiii. Clause (xiii) of the Order is not applicable, as the Company

is not a Chit Fund company or Nidhi/Mutual benefit Fund

/ Society.

xiv. There was no investment made by the company during

the audit period.

xv. According to the information and explanations given to

us, the Company has not given any guarantee for loans

taken by others from banks or financial institutions.

xvi. The Company has not raised any new term loan during

the period. There was term loans outstanding at the

beginning of the year were applied for the purpose for

which they were taken.

xvii. In our opinion and according to the information and

explanations given to us, the funds raised on short-term

basis have not been used for long-term investment.

xviii. The Company has not made fresh allotment of shares

during the period to parties and Companies covered in the

Register maintained under Section 301 of the Companies

Act, 1956.

xix. No debentures have been issued by the Company and

hence the question of creating security or charge in

respect thereof does not arise.

xx. The company has not raised any money during the audit

period.

xxi. According to the information and explanations given to

us, no fraud on or by the Company has been noticed or

reported during the period.

For V R SAARP & Co



Place: Kolkata Rakesh Singh

Date: 27th August, 2013 Partner

Membership No.: 067493


Particulars Note As at As at

No. 31 March, 2013 30 June, 2012

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 711,921,000 711,921,000

(b) Reserves and Surplus 3 (1,247,983,427) (788,892,133)

(c) Money received against share warrants

(2) Share application money pending allotment

(3) Non-Current Liabilities

(a) Long-term borrowings 4 3,324,054,470 3,345,783,583

(b) Deferred tax liabilities (Net) - -

(c) Other Long term liabilities 5 139,632,743 124,169,142

(4) Current Liabilities

(a) Short-term borrowings 6 1,677,265,123 1,765,459,974

(b) Trade payables 534,420,137 522,970,137

(c) Other current liabilities 7 448,730,411 490,786,501

(d) Short-term provisions 8 34,265,477 34,265,477

Total 5,622,305,933 6,206,463,680

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 9 665,947,683 718,817,617

(ii) Intangible assets 10 - -

(b) Non-current investments 11 10,503,420 10,503,420

(c) Long term loans and advances 12 75,844,826 75,783,085

(2) Current assets

(a) Inventories 13 - -

(b) Trade receivables 14 1,619,079,565 2,051,056,993

(c) Cash and cash equivalents 15 656,059,112 739,378,562

(d) Short-term loans and advances 16 2,594,871,327 2,610,924,002

Total 5,622,305,933 6,206,463,680

Notes to Financial Statements 2 - 28

Significant Accounting Policies 1

As per our report of even date

FOR V. R. SAARP & CO.

Chartered Accountants For and on behalf of the Board

(Firm Registration No. 327260E)

CA. Rakesh Singh Vimal Kumar Patni Vikash Patni Ashish Murarka

Partner Chairman Managing Director Company Secretary

MRN 067493

Place: Kolkata

Date: 27-08-2013

Balance Sheet as at 31st March, 2013 (Amount in Rs.)


Particulars Note No For the Period For the Period from 01-07-2012 from 01-04-2011

to 31-03-2013 to 30-06-2012 (9 Months) (15 Months)

I. Revenue from operations 17 - 4,762,209,488

II. Other Income 18 52,741,805 157,078,496

III. Total Revenue (I +II) 52,741,805 4,919,287,984

IV. Expenses:

Cost of materials consumed 19 - 923,480,894

Purchase of Stock-in-Trade - 3,538,513,657

Changes in inventories of finished goods, - 344,379,349

work-in-progress and Stock-in-Trade

Employee benefit expense 20 225,000 6,068,369

Manufacturing Expenses 21 - 26,948,520

Selling, Administration & other expenses 22 5,375,823 26,967,495

Financial costs 23 26,461,488 327,732,623

Depreciation and amortization expense 9 52,869,934 101,464,404

Other expenses 24 426,900,854 512,764,248

Total Expenses 511,833,099 5,808,319,559

V. Profit before exceptional and extraordinary items and tax (III - IV) (459,091,294) (889,031,575)

VI. Exceptional Items (Loss due to Robbery) 25 - 904,605,689

VII. Profit before extraordinary items and tax (V - VI) (459,091,294) (1,793,637,265)

VIII. Extraordinary Items (prior period expenses) 26 - 883,820.00

IX. Profit before tax (VII - VIII) (459,091,294) (1,794,521,085)

X. Tax expense:

(1) Current tax - 3,241,342

(2) Deferred tax - (191,277,441)

(3) Deferred MAT Credit Entitlement - -

XI. Profit(Loss) from the period from continuing operations (IX -X) (459,091,294) (1,606,484,986)

XII. Profit/(Loss) from discontinuing operations

XIII. Tax expense of discounting operations

XIV. Profit/(Loss) from Discontinuing operations (XII-XIII) - -

XV. Profit/(Loss) for the period (XII+XIV) (459,091,294) (1,606,484,986)

XVI. Earning per equity share:

(1) Basic 27 (6.45) (22.84)

(2) Diluted 27 (6.45) (22.84)

Notes to Financial Statements 2 - 28

Significant Accounting Policies 1







MRN 067493

Place: Kolkata

Date: 27-08-2013

Profit and Loss Account For the year ended 31st March, 2013 (Amount in Rs.)


Particulars For the Period from 01-07-2012 For the Period from 01-04-2011 to 31-03-2013 (9 Months) to 30-06-2012 (15 Months)

A. Cash Flows from Operating ActivitiesNet Profit before Tax & Extraordinary Items (459,091,294) (1,794,521,085)

Adjustments for:Depreciation 52,869,934 101,464,404

Interest Income (2,021,856) (17,987,750)

Interest Expenses 26,278,193 274,247,676

Bad Debt Written Off 404,769,891 512,764,248

Loss Due to robbery - 904,605,689

Interest Reversal (50,719,949) -

Foreign Exchange Rate Fluctuations Loss / (Gain) 22,130,963 453,307,176 (139,074,049) 1,636,020,219

Operating Profit after Extraordinary Items and before Working Capital Changes (5,784,117) (158,500,866)Adjustments for:

Trade & Other Receivables 43,260,212 (751,657,539)

Inventories - 1,217,582,686

Trade Payables & Other Liabilities (15,142,489) 28,117,723 (1,357,987,332) (892,062,184)

Cash Generated from Operations 22,333,606 (1,050,563,050)

Income Taxes Paid 61,741 565,132

Net Cash from/(used in) Operating Activities 22,271,865 (1,049,997,918)

B. Cash Flows from Investing ActivitiesPurchase of Fixed Assets & Capital W.I.P. - (2,303,627)

Purchase of Investment - (4,897,200.00)

Foreign Exchange Rate Fluctuations (22,130,963) -

Loss of Fixed Asset Due to Robbery - (640,123,249)

Advances for Capital Goods - 103,823

Share Application money (given)/refunded - 699,600

Interest Received 2,021,856 16,486,088

Increase in Fixed Deposits 52,175,644 81,324,348

Net Cash from/(used in) Investing Activities 32,066,537 (548,710,217)

C. Cash Flows from Financing Activities

Issue of GDR - 522,805,660

Increase/(Decrease) in Short Term borrowings (88,194,851) 911,362,126

Repayment of Long Term borrowings 28,990,836 (121,084,012)

Increase in Inter Corporate Deposits & Other Loans - 1,223,731,359

Dividend Paid - (17,798,025)

Dividend Distribution Tax Paid - (2,887,285)

Interest Paid (26,278,193) (274,247,676)

Net Cash from/(used in) Financing Activities (85,482,209) 2,241,882,148

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (31,143,806) 643,174,013 Cash and Cash Equivalents at the beginning of period 655,554,633 12,380,620

Cash and Cash Equivalents at the end of period 624,410,827 655,554,633

Note:i) The Cash Flow Statement has been prepared under the "Indirect Method" set out in Accounting Standard-3 on "Cash Flow

Statement" notified in the Companies (Accounting Standards) Rules, 2006ii) Cash and cash equivalents include cash in hand and bank balances on current account .(Refer Notes 15)iii) Figures in brackets indicate Cash outflow.iv) Previous year's figures have been regrouped/rearranged, wherever considered necessary to conform to this year's classificationv) This is the cash flow referred to, in our report of even date.

Cash Flow Statement For the period from 01-07-2012 to 31-03-2013. (Amount in Rs.)


FOR V. R. SAARP & CO.Chartered Accountants For and on behalf of the Board(Firm Registration No. 327260E)

CA. Rakesh Singh Vimal Kumar Patni Vikash Patni Ashish MurarkaPartner Chairman Managing Director Company SecretaryMRN 067493

Place: KolkataDate: 27-08-2013


Notes forming part of the financial statements

NOTE: 1. SIGNIFICANT ACCOUNTING POLICIES

(i) A. Basis of preparation of financial statements

(a) The financial statements are prepared in accordance

with Generally Accepted Accounting Principles (Indian

GAAP) under the historical cost convention on accrual

basis and on principles of going concern. The

accounting policies are consistently applied by the

Company.

(b) The financial statements are prepared to comply in all

material respects with the accounting standards

notified by the Companies (Accounting Standards)

Rules, 2006 and the relevant provisions of the

Companies Act, 1956.

(c) The preparation of the financial statements requires

estimates and assumptions to be made that affect the

reported amounts of assets and liabilities on the date

of the financial statements and the reported amounts

of revenues and expenses during the reporting period.

Differences between the actual results and estimates

are recognised in the period in which the results are

known /materialise.

(d) All assets and liabilities have been classified as current

or non-current as per the Company’s normal operating

cycle and other criteria set out in the Schedule VI to

the Companies Act, 1956. Based on the nature of

products and the time between the acquisition of

assets for processing and their realisation in cash and

cash equivalents, the Company ascertains its operating

cycle for the purpose of current/non-current

classification of assets and liabilities.

B. Presentation and disclosure of financial statements

(a) During the period ended 31st March, 2013, Revised

Schedule VI notified under the Companies Act 1956,

has become applicable to the company, for

preparation and presentation of its financial

statements. The adoption of revised Schedule VI does

not impact recognition and measurement principles

followed for preparation of financial statements.

However, it has significant impact on presentation and

disclosures made in the financial statements. The

Company has also reclassified the previous year figures

in accordance with the requirements applicable in the

current year.

(b) The revised schedule VI allows line items, sub-line

items and sub-totals to be presented as an addition or

substitution on the face of the financial statements

when such presentation is relevant to an

understanding of the company's financial position or

performance or to cater to industry/sector-specific

disclosure requirements.

(ii) Fixed Assets

(a) Fixed Assets are stated at cost, less accumulated

depreciation and impairment losses, if any. Cost

comprises the purchase price (net of CENVAT / duty

credits availed or available thereon) and any

attributable cost of bringing the asset to working

condition for its intended use.

(b) Depreciation is provided using the Straight Line

Method as per the useful life of the assets estimated by

the management, or at the rates prescribed under

schedule XIV of the Companies Act, 1956, whichever

is higher.

Leasehold land is amortized over the period of lease.

Software is amortized over a period of five years.

(c) The company assesses at each Balance Sheet date

whether there is any indication that an asset may be

impaired. If any such indication exists, the company

estimates the recoverable amount of the asset. For an

asset that does not generate largely independent cash

inflows, the recoverable amount is determined for the

cash generating unit to which the asset belongs. If

such recoverable amount of the asset or the

recoverable amount of the cash generating unit to

which the asset belongs is less then its carrying

amount, the carrying amount is reduced to its

recoverable amount. The reduction is treated as an

impairment loss and is recognised in the statement of

Profit & loss. If at the Balance Sheet date there is an

indication that a previously assessed impairment loss

no longer exists, the recoverable amount is reassessed

and the asset is reflected at the recoverable amount.

An impairment loss is reversed only to the extent that

the carrying amount of the asset does not exceed the

net book value that would have been determined if no

impairment loss had been recognised.

(d) Cost of the fixed assets that are not yet ready for their

intended use at the balance sheet date together with

all related expenses are shown under capital work in



progress.

(e) The Loss of Asset was properly booked as per the

provision of the Accounting Standard.

(iii) Revenue Recognition

(a) Revenue is recognised to the extent that it is probable

that the economic benefits will flow to the Company

and the revenue can be reliably measured.

(b) Sales are recognized on transfer of significant risks and

rewards of ownership which generally coincides with

the dispatch of goods. Sales are inclusive of excise duty

but net of trade discounts and VAT. However, excise

duty relating to sales is reduced from gross turnover

for disclosing net turnover.

(c) Export Incentives arising out of export sales are

accounted for in the year of receipt.

(d) Interest income is recognized on a time proportion

basis taking into account the amount outstanding and

the rate applicable.

(e) Purchases are inclusive of freight and net of Cenvat

Credit, trade discount and claims.

(iv) Inventories

Inventories are valued at lower of cost and Net Realisable

value. Cost of inventories comprises of material cost on

FIFO basis, labour & manufacturing overheads incurred in

bringing the inventories to their present location and

condition. Cost of finished goods includes excise duty.

(v) Investments

Investments classified as long-term investments are stated

at cost. Provision is made to recognise any diminution

other than temporary in the value of such investments.

Current investments are carried at lower of cost and fair

value.

(vi) Foreign Currency Transactions:

(a) Initial Recognition- Foreign Currency Transactions are

recorded in the reporting currency, by applying to the

foreign currency amount the exchange rate between

the reporting currency and the foreign currency at the

date of transaction.

(b) Conversion- Foreign Currency monetary items are

reported using the closing rate. Non monetary items,

which are carried in terms of historical cost

denominated in a foreign currency, are reported using

the exchange rate on the date of transaction.

(c) Exchange Difference- Exchange Difference arising on

the settlement or conversion of monetary current

assets and liabilities are recognized as income or as

expense in the year in which they arise.

(vii) Government Grants

Government grants are recognized on a prudent basis

when there is a reasonable assurance that the Company

will comply with the conditions attached thereto and

when the grants are received.

Government Grants in the form of promoter’s

contribution are credited to Capital Reserve. Capital grants

relating to specific fixed assets are reduced from the gross

value of the respective fixed assets. Government Grants

related to revenue are recognized on receipt under “Other

Income” in the Profit and Loss Account over the periods to

match them with the related costs which they are

intended to compensate.

(viii) Employee Benefits

(a) Defined Contribution Plan:

Contributions as per the Employees' Provident Funds

and Miscellaneous Provisions Act, 1952 towards

provident fund and family pension fund are charged

to the Profit and Loss Account of the year when the

contributions to the respective funds are due. There is

no other obligation other than the contribution

payable to the respective funds.

(b) Defined Benefit Plan:

Liability with regard to long-term employee benefits is

provided for on the basis of an actuarial valuation at

the Balance Sheet date. Actuarial gains / losses are

recognised in the statement of profit and loss. The

Company has an Employees Gratuity Fund managed

by the SBI Life Insurance Co. Ltd.

(c) Short-term Compensated Absences are provided for

based on estimates.

(ix) Borrowing Costs

(a) Borrowing costs that are directly attributable to the

acquisition, construction or production of qualifying

assets are capitalised for the period until the asset is

ready for its intended use. A qualifying asset is an asset

that necessarily takes substantial period of time to get

ready for its intended use.



(b) Other Borrowing costs are recognised as expense in

the period in which they are incurred.

(x) Expenditure on new projects and substantial expansion

Preliminary project expenditure, capital expenditure,

indirect expenditure incidental and related to

construction/implementation, interest on term loans to

finance fixed assets and expenditure on start-up of the

project are capitalized up to the date of commissioning of

project to the cost of the respective assets.

(xi) Project Development Expenses Pending Adjustment

Expenditure incurred during developmental and

preliminary stages of the Company’s new projects are

carried forward. However, if any project is abandoned, the

expenditure relevant to such project is written off in the

year in which it is so abandoned.

(xii) Research and Development

(a) Revenue expenditure on research and development is

charged as an expense through the natural heads of

accounts in the year in which incurred.

(b) Expenditure which results in creation of fixed assets is

carried as fixed assets and depreciation is provided on

such assets.

(xiii) Taxes on Income

Tax expense comprises of current tax and deferred tax.

Current tax is measured at the amount expected to be

paid to the tax authorities, computed in accordance with

the applicable tax rates and tax laws. In case of tax payable

as per provisions of MAT under section 115JB of the

Income Tax Act, 1961, deferred MAT Credit entitlement is

separately recognized under the head “Loans and

Advances”. Deferred MAT credit entitlement is recognized

and carried forward only if there is a reasonable certainty

of it being set off against regular tax payable within the

stipulated statutory period.

Deferred tax liabilities and assets are recognized at

substantively enacted rates on timing differences between

taxable income and accounting income that originate in

one period and are capable of reversal in one or more

subsequent periods. Deferred tax asset is recognized only

to the extent there is reasonable certainty with respect to

reversal of the same in future years as a matter of

prudence.

(xiv) Earnings per Share (EPS)

(a) Basic Earnings per share is calculated by dividing the

net profit or loss for the period attributable to equity

shareholders by the weighted average number of

equity shares outstanding during the period.

(b) For the purpose of calculating diluted earnings per

share, the net profit or loss for the period attributable

to equity shareholders and the weighted average

number of shares outstanding during the period are

adjusted for the effects of all dilutive potential equity

shares.

(xv) Provisions / Contingencies

Provision involving substantial degree of estimation in

measurements is recognized when there is a present

obligation as a result of past events and it is probable that

there will be an outflow of resources.

Contingent Liabilities are not recognised in the financial

statements.

A Contingent Asset is neither recognised nor disclosed in

the financial statements.

(xvi) Preliminary Expenditure/Share Expenditure

Preliminary and Issue expenses related to issue of equity

are adjusted against the Securities Premium Account.

(xvii) Prior Period and Extraordinary items and Changes in

Accounting Policies having material impact on the

financial affairs of the Company are disclosed.

(xviii) Material Events occurring after Balance Sheet date are

taken into consideration.



a) Capital reserve

Opening balance 24,000,000 24,000,000

Add: Addition / (reduction) - -

Closing balance 24,000,000 24,000,000

b) Security premium reserve

Opening balance 409,694,660 247,609,000

Add: Addition / (reduction) - 162,085,660

Closing balance 409,694,660 409,694,660

c) Surplus from Profit & Loss account

Opening balance (1,222,586,793) 383,898,193

Add: Current year surplus (459,091,294) (1,606,484,986)

Add: Interest Expense - Reversal ** - -

Less: Proposed dividend - -

Less: Dividend tax provision - -

Closing balance (1,681,678,086) (1,222,586,793)

(1,247,983,427) (788,892,133)

Particulars As at 31 March, 2013 As at 30 June, 2012

NOTE 3. RESERVES AND SURPLUS

Share Holders Names 31.03.2013 % 30.06.2012 %

The Bank of New York Mellon, DR 24,228,780 34.03 29,532,780 41.48

USHDEV INTERNATIONAL LTD 6,476,478 9.09 9,614,482 13.50

As per records of the Company, including its registers of Shareholders / Members and other declarations received from

shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

f) Details of shares held by shareholders holding more than 5% of the aggregate shares in the company.

Particulars As at As at

31 March, 2013 30 June, 2012

a) Authorised Share Capital:

100,000,000 number of Equity shares of Rs. 10 each 1,000,000,000 1,000,000,000

b) Issued, Subscribed and Fully Paid up Share Capital:

71,192,100 number of Equity shares of Rs. 10 each 711,921,000 351,201,000

c) Par Value per Share (Rs.) 10 10

d) Reconciliation of number of shares

Number of equity shares at the beginning of the year 71,192,100 35,120,100

Add: GDR issue - 36,072,000

Bonus issue - -

Less: Buy back - -

Number of equity shares at the end of the year 71,192,100 71,192,100

(Amount in Rs.)NOTE 2. SHARE CAPITAL

e) Terms / Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of Rs.10 per shares. Each holder of equity shares is entitled

to one vote per share. Any shareholder whose name is entered in the Register of Members of the Company shall enjoy the same

rights and be subject to the same liabilities as all other shareholders of the same class.

In the event of Winding up of the Company, Equity Shareholders will be entitled to receive remaining assets of the Company,

after distribution of all preferential amounts. For the said purpose, the liquidator may set such value as he deems fair upon any

property to be divided and may determine how such division shall be carried out between the members.



a) Advances from Parties 137,848,414.85 122,384,813.85

b) Security Deposit Received 1,784,327.80 1,784,327.80

139,632,742.65 124,169,141.65

NOTE 5. OTHER LONG TERM LIABILITIES

a) Loans repayable on demand

Cash Credit A/c

Bank of India 532,075,018 532,075,018

United Bank of India 393,615,368 418,451,890

UCO Bank 372,519,392 445,672,092

IDBI Bank 179,056,620 169,262,249

b) Acceptances 199,998,725 199,998,725

1,677,265,123 1,765,459,974

NOTE 6. SHORT TERM BORROWINGS


31 March, 2013 30 June, 2012

a) Secured Loans

Term Loans

(i) Bank of India 100,276,498 100,276,498

(ii) United Bank of India 97,017,749 97,017,749

(iii) UCO Bank 116,078,332 132,725,849

b) Unsecured Loan

Loan From Body Corporate 3,010,681,890 3,015,763,486

3,324,054,470 3,345,783,583

Notes:

i) Term Loan from Bank of India, UCO bank and United Bank of India has been declared as NPA as no installment and interest has

been paid by the company from 1st October,2011. Company has applied in BIFR.

Notes:

A. Securities for Loans

i) Cash Credits from Bank of India, UCO Bank and United Bank of India are secured by way of :

- first pari-passu charge by equitable mortgage of land and building and hypothecation of plant & machineries & other

fixed assets, both present & future, of the Company.

- first pari-passu charge on entire current assets of the company, both present & future.

The Cash Credit is repayable on demand and carries interest @ 11% to 15.25%. But no interest charged in current fiscal year

as all accounts are declared NPA by respective bank

ii) Cash Credit from IDBI Bank is secured by way of pari-passu charge on entire current assets of the company, both present &

future. The Cash Credit is repayable on demand and carries interest @ 12.75%. But no interest charged in current year a s

all account declared as NPA.

The above facilities are personally guaranteed by the promoter directors and collaterally secured by way of equitable mortgage

of three immovable properties owned by promoter directors.

All Cash Credit has been declared as NPA last year by the respective Banks due to overdue amount & Interest has not been

debited by the bank in respective Cash Credit & Term Loan Account as accounts are NPA Accordingly No interest on Term Loan

& Cash Credit has been booked in the current year.

(Amount in Rs.)NOTE 4. LONG TERM BORROWINGS



a) Others (Specify)

Provision for income tax 34,265,477.00 34,265,477.00

34,265,477.00 34,265,477.00

NOTE 8. SHORT TERM PROVISIONS

Note - As the Incident of the Robbery took place on 12th of April, 2012 in last Fiscal Year, Depreciation on the item Lost was taken till that date and removed from the

gross block and accumulated depreciation and booked as Loss Due To Robbery under Extraordinary Item in last fiscal year. The Written Down Value as on date of incident

was booked as Loss under the Profit & Loss Account. The company has filled the Insurance Claim but as the company predict the time period will be long to get the claim

thus loss was booked to show the clear picture of Financial Statements. Accordingly in current fiscal WDV and Accumulated depreciation has been brought forward from

the last fiscal year and depreciation on the remaining Gross Block has been charged under Straight Line Method.

01.07.2012 Additions Deletions Total 01.07.2012 Additions Deletions Total 31.03.2013 30.06.2012

a) Land

Leasehold Land 3,417,195 - - 3,417,195 284,765 25,888 - 310,653 3,106,542 3,132,430

Freehold Land 3,414,015 - - 3,414,015 - - - - 3,414,015 3,414,015

b) Factory Shed & Building 185,500,000 - - 185,500,000 30,262,390 4,646,775 - 34,909,165 150,590,835 155,237,610

c) Plant & Machinery 662,354,108 - - 662,354,108 170,144,661 43,691,417 - 213,836,079 448,518,029 492,209,446

d) Electrical Installations 20,783,027 - - 20,783,027 4,935,102 740,395 - 5,675,497 15,107,530 15,847,925

e) Furniture & Fixtures 2,747,396 - - 2,747,396 1,097,989 130,433 - 1,228,422 1,518,974 1,649,407

f) Vehicles 3,987,208 - - 3,987,208 1,998,169 284,089 - 2,282,257 1,704,951 1,989,039

g) Computers 2,122,404 - - 2,122,404 2,029,028 258,031 - 2,287,059 (164,655) 93,376

h) Air Conditioners 2,687,370 - - 2,687,370 726,578 95,738 - 822,316 1,865,054 1,960,792

i) Office Equipments 916,271 - - 916,271 283,306 32,642 - 315,948 600,323 632,965

j) Pollution Control 58,371,841 - - 58,371,841 18,538,738 2,311,525 - 20,850,263 37,521,578 39,833,103

Equipments

k) Moulds 7,698,218 - - 7,698,218 4,880,710 653,001 - 5,533,711 2,164,507 2,817,508

Total 953,999,054 - - 953,999,054 235,181,436 52,869,934 - 288,051,370 665,947,683 718,817,617

Figures for the previous year 1,794,657,354 155,066 840,813,366 953,999,054 334,407,150 101,464,404 200,690,118 235,181,436 718,817,617 1,460,250,204

NOTE 9. TANGIBLE ASSETS

Gross Value Depreciation Closing Balance

01.07.2012 Additions Deletions Total 01.07.2012 Additions Deletions Total 31.03.2013 30.06.2012

a) Computer Software 2,600,000 2,600,000 2,600,000 2,600,000 - -

Total 2,600,000 - - 2,600,000 2,600,000 - - 2,600,000 - -

Figures for the previous year 2,600,000 2,600,000 2,600,000 2,600,000 -

NOTE 10. INTANGIBLE ASSETS

Gross Value Depreciation Closing Balance


31 March, 2013 30 June, 2012

a) Payable against Capital Goods 23,884,482 23,884,483

b) Payable Against Expenses 320,337,957 318,153,561

c) Payable against Pending Disbursements 30,790,876 30,487,296

d) IPO Share Application Money Refundable 40,000 40,000

e) Unpaid Dividend 543,055 543,055

f) Cheques Overdrawn - 44,544,065

g) Excise Duty Payable 73,134,041 73,134,041

448,730,411 490,786,501

(Amount in Rs.)NOTE 7. OTHER CURRENT LIABILITIES


a Security deposits 12,289,820 12,289,820

b Interest Accrued on Fixed Deposits 5,545,270 5,545,270

c Income Tax Payments (including TDS) 6,882,587 6,820,846

d MAT Credit Entitlement 51,127,149 51,127,149

75,844,826 75,783,085

NOTE 12. LONG TERM LOANS AND ADVANCES


1. In compliance with Accounting Standard – 27 on “Financial Reporting for Interests in Joint Venture” as notified under Companies

(Accounting Standards) Rules, 2006, brief description of Joint Venture of the Company are:

Moira Madhujore Coal Ltd – A Joint Venture with five other Companies for the purpose of development of Coal Block. The

Company’s share in the said Venture is 23.32%.

The Companies share in Asset and Liabilities as at 31st March, 2013 and in the Income & Expenditure for the year in respect of the

above joint venture, based on the audited statement of accounts as furnished by them is as under:


31 March, 2013 30 June, 2012

(i) Investment in Joint Ventures

Investment in equity instruments 10,503,420 10,503,420

77,052 Equity Shares of Rs. 10 each fully paid up in Moira Madhujore Coal Ltd

10,503,420 10,503,420

(Amount in Rs.)NOTE 11. NON-CURRENT INVESTMENTS

A. Assets

Non Current Assets 53053761 1,06,71,027

Current Assets 6937687 7,41,912

B. Liabilities

Secured & Unsecured Loan - -

Current Liabilities & Provisions 3358604 2,32,988

C. Income 1986470 7,27,680

D. Expenditure 203313 4,54,549

a) Raw materials - -

b) Work in progress - -

c) Finished goods - -

d) Stock in trade (in respect of goods acquired for trading) - -

e) Stores & Spares - -

f) Others (Steel Scrap) - -

- -

Note - As the Incident of the Robbery had Taken place on 12th of April, 2012 in last financial year, Inventory item Lost was booked

as "Loss Due To Robbery" under Exceptional Item and as reported the company operation is suspended and no operation is carried

out by the company hence the inventory is showing "Nil Value".

NOTE 13. INVENTORIES



Notes:

(1) According to the management, Doubtful Debts is considered as 100% of Trade Receivables i.e. Rs.202,38.49,456 whereas, in

the previous year it is considered as 30% of Trade Receivables.

(2) According to the management, Provision for doubtful debts is considered as 20% of trade receivables i.e. Rs.40,47,69,891

whereas, in the previous year provision was also made as 20% of trade receivables i.e.5,12,67,64,248.

Additional information

a) Balances with bank include deposits amounting to Rs 3,10,65,231 which have original maturity of less than 12 months as all

the banks declare their respective accounts NPA and same will be adjusted with overdue amount.


31 March, 2013 30 June, 2012

a) Trade receivables outstanding for more than 6 months * 2,023,849,456 2,563,821,242

others - -

Less: Provision for Bad & Doubtful Debts 404,769,891 512,764,248

1,619,079,565 2,051,056,993

b) Trade receivables

1 Secured, considered good - -

2 Unsecured, considered good 2,023,849,456 2,563,821,242

3 Doubtful 2,023,849,456 1,025,528,497

Under the Doubtful Debts - Provision for Bad Debts & Doubtful is Created

(Amount in Rs.)NOTE 14. TRADE RECEIVABLES

a) Cash and cash equivalents

i) Balance with banks

In current account 233,671 221,834

in deposits 31,065,231 83,240,875

ii) Cash in hand 909,924 9,934,604

b) Other Bank Balances:

in foreign account - Euram Bank 623,267,232 645,398,195

c) HDFC IPO Refund Account 40,000 40,000

Unpaid Dividend Account 543,055 543,055

656,059,112 739,378,562

NOTE 15. CASH AND BANK BALANCES

a) Advances recoverable in cash or in kind or for value to be received

For Capital Goods 5,881,115 5,881,115

For Expenses 17,439,279 17,263,209

To Suppliers 2,519,209,084 2,535,673,506

To Others 47,204,524 47,204,524

b) Balances with Excise Department 718,008 718,008

c) CENVAT/VAT Credit Receivable 3,063,333 2,827,656

d) Prepaid Expenses 1,355,984 1,355,984

2,594,871,327 2,610,924,002

NOTE 16. SHORT-TERM LOANS AND ADVANCES




31 March, 2013 30 June, 2012

a) Interest Income 2,021,856 17,987,750

b) Sundry Balances Written Back - 16,697

c) Other Income (Interest Reversal) 50,719,949 -

d) Other Income (Foreign Exchange Rate Fluctuations Gain) - 139,074,049

52,741,805 157,078,496

NOTE 18. OTHER INCOME

Interest on Fixed Deposits 2,021,856 14,671,801

Interest Received - 400

Interest from Euram Bank - 3,315,549

Total 2,021,856 17,987,750

Note:- (2) Interest Expenses Booked Last Year but Reversed in the Current Year because the UCO Bank Reversed the same in the

Current fiscal Year as the Declared the Account NPA after finalisation of last Year Accounts from back date i.e. on 31.03.2012. As

a result of which the Interest Charged from April to June by UCO Bank in tune of Rs.5,07,19,949 was reversed as per banking

norms of NPA account.

Notes :- (1) Interest Income Comprise :

Opening Stock of Raw Materials*** - 685,959,888

Purchases - 712,566,809

- 1,398,526,697

Less: Closing stock of raw Material - 77,293,088

- 1,325,074,913

***Note: Opening Stock of Raw Material is Taken "Nil" as loss due to Robbery was booked in the Last Year Under Exceptional

Items

NOTE 19. COST OF MATERIALS CONSUMED

Salaries & Wages 225,000.00 11,525,456.00

Gratuity - 23,226.00

Provident fund & Super annuation fund - 2,334,641.00

Welfare expenses - 290,175.00

225,000.00 14,173,498.00

NOTE 20. SALARIES & WAGES

a) Sale of Products

Export Sales - - - -

Domestic Sales - - 4,906,163,830 4,906,163,830

- 4,906,163,830

b) Less: Excise Duty paid - 143,954,342

- 4,762,209,488

Particulars As at 31 March, 2013 As at 30 June, 2012

NOTE 17. REVENUE FROM OPERATIONS




31 March, 2013 30 June, 2012

Consumption of stores and spare parts.: - 13,092,552

Power and fuel. - 25,424,841

Cess Charges - 36,696

Labour Charges - 17,148,689

Material Handling Charges - 1,498,495

Supervisory Charges - 399,808

Repairs to buildings. - 120,404

Repairs to machinery. - 1,178,810

Variation in excise duty on Stock - (34,373,158)

Other Factory expenses (Insurance) - 2,421,383

- 26,948,520

(Amount in Rs.)NOTE 21. MANUFACTURING EXPENSES

Administration expenses

Rent. 450,000 750,000

Land Lease Rent 90,000 140,000

Repairs & Maintenance 111,140 585,713

Insurance . 19,551 150,219

Rates and taxes, excluding, taxes on income. 62,435 623,998

Electricity 215,608 750,524

Audit fees

a) Statutory Auditor 150,000 200,000

b) Tax Auditor - -

c) Company law matters - -

d) Management services - -

e) Other services - 80,000

f) Reimbursement of Expenses - -

Communication expenses 143,149 1,616,597

Subscription & Membership - 214,298

Custodial Fee - 233,012

Listing Fee 92,500 509,130

Motor Car Expenses 48,075 561,702

Postage, Printing & Stationery 146,149 1,061,485

Managing Directors Remuneration ** - 3,600,000

Sitting fees ** - 217,500

Legal & professional charges 2,374,862 4,422,134

Travelling & conveyance expenses 80,215 2,862,715

Security Service Charges 1,184,859 2,213,056

Miscellaneous Expenses 157,962 4,990,662

Selling & Distribution expenses

Advertisement 49,317 1,184,750

5,375,823 26,967,495

Note: ** As per the Management Representation given, the Managing Director has forgone his remuneration seeing the current

affairs of the company and all the director has waived their sitting fees also.

NOTE 22. ADMINISTRATIVE, SELLING AND DISTRIBUTION EXPENSES



Loss due to robbery:-

Plant and Machinery - 513,897,642

Stock - 264,381,062

Factory shed and building - 127,902,526

Less:- Excise Duty and other Taxes - (1,575,540)

- 904,605,689.40

NOTE 25. EXCEPTIONAL ITEMS

Bad debts written off 404,769,891 512,764,248.31

Other Expenses (Foreign Exchange Rate Fluctuations Loss) 22,130,963 -

426,900,854 512,764,248.31

NOTE 24. OTHER EXPENSES


31 March, 2013 30 June, 2012

Interest Expenses - 220,741,989

Other borrowing cost 26,278,193 53,505,687

Bank charges 183,295 53,484,947

26,461,488 327,732,623

(Amount in Rs.)NOTE 23. FINANCIAL EXPENSES

Net Profit /Loss for the year attributable to equity shareholders (459,091,293.55) (1,606,484,985.53)

Weighted Average Number of Equity Shares for Basic EPS 71,192,100 70,321,942.11

Weighted Average Number of Equity Shares for Diluted EPS 71,192,100 70,321,942.11

Nominal Value of Equity Shares 10.00 10.00

Earnings Per Share (Basic) (6.45) (22.84)

Earnings Per Share (Diluted) (6.45) (22.84)

NOTE 27. EARNINGS PER SHARE (EPS)

Prior Period Expenses

Electricity Charges - 2,170.00

TDS Paid - 199,726.00

Sundry Creditors - 685,792.00

Bureau of Indian Standard - 50,618.00

Less:- TDS Receivable - (51,361.00)

Adjustment of opening prepaid expenses & outstanding Liabilities - (3,125.00)

- 883,820.00

NOTE 26. EXTRAORDINARY ITEMS

28 Contingent Liabilities

i) Bank Guarantee amounts to Rs. 214.15 lakhs (Previous year- Rs.214.15 lakhs), [FDR for Rs. 23.98 lakhs (Previous Year- 23.98

lakhs) pledged with the bank as margin].

ii) Demand for West Bengal VAT of Rs. 1,93,65,628 and for Central Sales Tax of Rs. 14,32,166 for the year 2005- 2006 disputed

in Appeal with Senior Joint Commissioner Sales Tax and advance of Rs. 20 lakhs paid under protest.


iii) Demand for West Bengal VAT of Rs. 4,85,58,046 and for Central Sales Tax of Rs.13,99,114 for the year 2006-2007 disputed

in appeal with West Bengal Commercial Taxes Appellate and Provisional Board Kolkata and advance of Rs. 30 Lakhs paid under

protest.

iv) The Interest & Penalty on Statutory Dues is not accounted by the company and booked in the financial statements on the

grounds that the company has referred the company in BIFR and they will ask concession and relief for the waiver of interest

and penalty from the statutory departments and hence not booked in the financial statement and thus Interest and penalty

on Statutory Dues can be created at Unascertainable Contingent Liabilities of the company.

Notes on Accounts (Additional Points)

1. In the opinion of the management, Current Assets, Loans & Advances have a value on realisation at least equal to the amount

at which they are stated in the Balance Sheet. Adequate provisions have been made for all known losses and undisputed

liabilities.

2. Certain balances of Advances, Sundry debtors & Sundry creditors are subject to confirmation.

3. There are no Micro, Small and Medium Enterprises to whom the Company owes dues, which are outstanding for more than

45 days as at 31st March, 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises

Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information

available with the Company and relied upon by the auditors.

4. Managerial Remuneration:-

a) Detail of payments and provisions on account of remuneration to managerial personnel is as under:

(Amount in Rs.)

Particular As at As at

31.03.2013 30.06.2012

Salary to Managing Director - 36,00,000

Perquisites - -

Sitting fees to other Directors - 2,17,500

- 38,17,500

b) The computation of net profit for the purpose of director’s remuneration under Section 349 of the Companies Act, 1956

has not been enumerated since no commission has been paid to any director. Fixed Managerial remuneration has been

paid to the Managing Director within the limit specified in Schedule XIII of the Companies Act, 1956.

5. There are no transactions which are required to be disclosed under Clause 32 of the Listing Agreement.

6. No forward contracts / hedging instruments are outstanding at the Balance Sheet date. Unhedged foreign currency exposure

as at 31.03.2013 is Nil.

7. Based on the synergies, risks and returns associated with business operations and in terms of Accounting Standard-17, the

Company is predominantly engaged in a single reportable segment of Iron and Steel during the year. The risks and returns of

existing captive power plant are directly associated with the manufacturing operations of Iron & Steel and hence treated as a

single reportable segment as per Accounting Standard-17. There is no separate geographical segment.

8. Related party disclosures

i. Name of the related parties where control exists irrespective of whether transactions have occurred or not

a) Enterprise on which the Company has control – None

b) Entities / Individuals owning directly or indirectly an interest in the voting power that gives them control – None



Notes on Accounts (Additional Points)

ii. Names of the other related parties with whom transactions have taken place during the year

a) Joint Venture Moira Mahujore Coal Ltd

b) Key Managerial Personnel (KMP) & Relatives Mr.Vikash Patni, Managing Director

of KMP Mr.Vimal Kumar Patni, Director

Mr. Akash Patni, Director

Mrs. Premlata Patni, Mother of MD

Mrs. Sunita Patni, Wife of MD

c) Enterprises owned or significantly influenced by Impex Infotech Ltd.

(b) above Brahmand Udyog Ltd.

Swami Vinimay Ltd.

Unilever Enterprises Ltd.

Sahyogi Distributors Ltd.

Vikash Ores Ltd.

Lucky Prime Dealers Pvt. Ltd.

Transactions with related parties referred to above are as under :

Nature of transactions Referred in ii(b) above Referred in ii(a) & (c) above

As at As at As at As at

31 March, 2013 30 June, 2012 31 March, 2013 30 June, 2012

Purchase of Goods

Brahmand Udyog Ltd. - 3.06.14.820

Sale of Goods

Brahmand Udyog Ltd - 2,71,25,400

Sahyogi Distributors Ltd. - 3,48,18,496

Loans Taken

Brahmand Udyog Ltd - 1,33,27,39,979

Loan Repaid

Brahmand Udyog Ltd - 61,37,51,139

Sahyogi Distributors Ltd - 32,34,95,364

Advances Taken

Unilever Enterprises Limited 13,28,369 45,90,000

Vimal Kumar Patni - 2,00,000

Brahmand Udyog Ltd. 10,232 -

Advances Repaid

Swami Vimay Limited - 29,55,000

Advances Given

Lucky Prime Dealers Pvt.Ltd. - 43,000

Sahyogi Distributors Ltd - 29,89,89,845

Swami Vimay Limited - 1,05,95,000

Managerial Remuneration

Vikash Patni - 36,00,000

Rent Paid

Swami Vinimay Ltd 4,50,000 7,50,000

Investments

Moira Mahujore Coal Ltd - 48,97,200


Transactions with related parties referred to above are as under :

Nature of transactions Referred in ii(b) above Referred in ii(a) & (c) above

As at As at As at As at

31 March, 2013 30 June, 2012 31 March, 2013 30 June, 2012

BALANCES AT THE YEAR END

Loans Taken at Credit

Brahmand Udyog Ltd 2,01,70,55,602 2,01,70,55,602

Lucky Prime Dealers Pvt.Ltd. 7,50,00,000 7,50,00,000

Advances Taken

Vimal Kumar Patni 3,10,000 3,10,000

Unilever Enterprises Limited 59,18,369 45,90,000

Brahmand Udyog Ltd 10,232 -

Advances Given

Lucky Prime Dealers Pvt.Ltd. 43,000 43,000

Sahyogi Distributors Ltd 29,89,89,845 29,89,89,845

Swami Vinimay Ltd 1,04,95,175 1,05,95,000

Security Deposit paid

Swami Vinimay Ltd 45,00,000 45,00,000

Sundry Creditors

Swami Vinimay Ltd 4,05,000 -

Sundry Debtors

Sahyogi Distributors Ltd 11,49,55,525 11,49,55,525

Managerial Remuneration Payable

Vikash Patni - 8,78,732

Investments

Moira Mahujore Coal Ltd 1,05,03,420 1,05,03,420







MRN 067493

Place: Kolkata

Date: 27-08-2013


Vikash Metal & Power LimitedRegd. Office: 35, Chittaranjan Avenue, 6th Floor, Kolkata - 700 012

PROXY FORM

I/We……………………………………………………………………..…………………………………….................................................

.of………………………………………………………………………………………………………................................................ being

a members of the above named Company .................................................................................……………………........................

hereby appoint………………………………………....………………………………………………………..............................................

of .............................................................................................................................................................................................. or

Failing him……....……….......................................................…………………………………………………………………………..

of……………………………………………………………………………………………………….................................................. as

my /our proxy to attend and vote for me/us on my/our behalf at the 17th Annual General Meeting of the Company to be held at

‘Young Mens Christian Association Community Hall (YMCA Hall)’, 25, Jawaharlal Nehru Road, Kolkata – 700 087 (Beside Indian

Museum) on Monday, the 30th day of September, 2013 at 10:00 A.M and at any adjournment thereof.

Signed this……….................................................................day of….......................................………..........................…………2013

Signature..............................................................................................................................................................................................

Regd.Folio No. …………..........................................…….

DP ID…………………........................................................

Client ID No …................................................………….

Note:This Form of Proxy must be deposited at the Registered Office of the Company, 35, Chittaranjan Avenue, 6th Floor, Kolkata -

700012, not less than 48 hours before the time for holding the meeting.

I hereby record my presence at the 17th Annual General Meeting of the Company to be held at ‘Young Mens Christian Association

Community Hall (YMCA Hall)’, 25, Jawaharlal Nehru Road, Kolkata – 700 087 (Beside Indian Museum) on Monday, the 30th day of

September, 2013 at 10:00 A.M

Full Name of the Member/proxy

attending the meeting…..................................................………..…………......................................……………………………………

Ful Name of First Holder

(If Joint Holder/Proxy attending)…...............................................……………......................................…………………………………..

Folio No. …………..........................................… …….............................…………………………………..

DP ID No.…………………................................... Signature of the Member/Proxy

Client ID No. ………............................................ (To be signed at the time of handing over this slip)

Member, who come to attend the meeing are requested to bring their copies of the Annual Report with them.

Vikash Metal & Power LimitedRegd. Office: 35, Chittaranjan Avenue, 6th Floor, Kolkata - 700 012

ATTENDANCE SLIP

Affix Re. 1 RevenueStamp

A product

[email protected]

VIKASH METAL & POWER LTD.An Integrated Steel Plant • An ISO 9001:2008 Company

Register Office: 35 C.R.Avenue, 6th Floor, Kolkata - 700 012

Phone & Fax No - 033 22115115

Email Id - [email protected]

vikash metal & power ltd. d " ! mr. vimal kumar patni - c a a mr. vikash patni - ma a d mr....

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