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હીરા ઇસ્પાત ડિરેક્ટર્સ રિપોર્ટ, હીરા ઇસ્પાત ડિરેક્ટર્સ દ્વારા રિપોર્ટ

હીરા ઇસ્પાત

બીએસઈ: 526967  |  ઍનઍસઈ : N.A  |  ISIN: INE025D01013  |  Steel - Medium & Small

શોધો હીરા ઇસ્પાત કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear Members,
 
 The Directors have pleasure in presenting herewith the 23rd Audited
 Annual report of your Company for the financial year ended on 31ST
 MARCH, 2015
 
 FINANCIAL HIGHLIGHTS :
 
 During the year under review the financial performance of the Company
 is as under : (Amount in Rupees)
 
 Particulars                                 For the Year   For the Year
                                              Ended on       Ended on
                                             31/03/2015     30/06/2014
 
 Gross Income                                    4301203         461,623
 
 Total Expenses                                  1326895         694,458
 
 Profit /(Loss) Before Depreciation & Tax        2974328       (232,835)
 
 Profit Before Tax                               2974328       (232,835)
 
 Provision for Tax                                920000            8034
 
 Excess Income Tax Provision P.Y                     NIL             NIL
 
 Provision for FBT                                   NIL             NIL
 
 Net Profit / (Loss) for the Year              2,054,328       (240,869)
 
 Deferred Tax Assets (Previous year                 NIL             NIL
 liabilities)
 
 Previous year Balance B/f                  (20,581,439)    (20,340,570)
 
 Balance c/f to next year                   (18,527,111)    (20,581,439)
 
 SHARE CAPITAL STRUCTURE :
 
 There was no change in total value of Authorized, Issued, Subscribed
 and Paid up Share Capital Structure of the Company.
 
 DIVIDEND :
 
 During the year under review the directors have not recommended any
 Dividend to be paid in order to strengthen the long term resources of
 the Company.
 
 UNPAID/UNCLAIMED DIVIDEND :
 
 The Company does not have any outstanding unpaid/unclaimed dividend
 which is required to be transferred to the Investors Education and
 Protection funds as per the provision of Section 205C of the Companies
 Act, 1956. The Company does not have any outstanding liability on
 account of Interest and Principal on Deposits, Debentures or Share
 Application Money.
 
 YEAR UNDER REVIEW :
 
 During the year Company has not earned any Business income. However it
 has earned other income of Rs. 4301203. After deduction of all
 Administrative and other Expenditure of Rs. 13.26.895 /-(Previous year
 Rs 694,458/-) the company has earned a gross operational profit of Rs.
 2,974,328 /- (Previous year gross loss of Rs. 232,835/-) After making
 necessary adjustments for Deffered Tax, Your Company had earned a Net
 Profit for the year of Rs. 20,54,328/- which is carried to balance
 sheet. The total Accumulated loss at the end of the year stand at Rs.
 18,527,111/- (Previous year loss of Rs.20,581,439/-)
 
 DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES
 ACT, 2013 :
 
 During the year under review the Company has given inter corporate
 loans to Heavy Metals & Tubes limited of Rs. 34, 74, 043 however
 Company has not given any investments and corporate guarantee.
 
 DEPOSITS :
 
 During the year under review your company has neither invited nor
 accepted any public deposit as defined under Section 73 to 76 of the
 Companies Act, 2013. But the Company has already taken deposits from
 Public.
 
 CORPORATE GOVERNANCE :
 
 The Board of Directors supports to maintain the highest standards of
 corporate governance and adhere to the corporate governance requirements
 set out by SEBI. In addition to the basic governance issues, the Board
 lays strong emphasis on transparency, accountability and integrity. The
 Report on corporate governance as stipulated under Clause 49 of the
 Listing Agreement forms part of the Annual Report. The requisite
 certificate from the Auditors of the Company confirming compliance with
 the conditions of corporate governance as stipulated under the aforesaid
 Clause 49, is attached to the Report on corporate governance.
 
 DEMATERIALISATION OF SECURITIES :
 
 Your Company''s equity shares are already admitted in the System of
 Dematerialization by both the Depositories namely NSDL and CDSL. The
 Company has already signed tripartite Agreement through Registrar and
 Share Transfer Agent M/s Skyline Financial Services Private Limited.
 The Investors are advised to take advantage of timely dematerialization
 of their securities. The ISIN allotted to your Company is INE025D01013.
 Total Share dematerialized up to 31st March 2015 were 4252100 which
 constitute 72.28% of total capital. Your Directors request all the
 shareholders to dematerialize their shareholding in the company as
 early as possible.
 
 COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :
 
 The company is regular in making timely compliance of all the
 applicable clauses of the Listing Agreement from time to time whether
 it is event based compliance or time bound compliance of monthly,
 quarterly, half yearly or yearly compliances. Your Company has already
 paid Annual Listing fees of the Bombay stock exchange Limited for and
 up to the financial year 2015-16. The same is pending for Ahmedabad
 Stock Exchange. The Trading in equity shares of the Company is active
 on the Bombay Stock Exchange Limited and the same is not suspended for
 penal reasons by BSE during the year. The Trading platform of the
 Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI
 hence, no trading is recorded. The highest, lowest, average prices
 recorded on the Bombay Stock Exchange on every month of the financial
 year 2014-15 including the volume in shares traded is separately given
 in other information para of Corporate Governance report attached here
 to. During the year your company has neither issued any shares or stock
 options or ESOPs or other employee benefits.
 
 COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :
 
 The Complete Report on Corporate Governance is given separately after
 this report.
 
 Management''s Discussion And Analysis :
 
 Management''s discussion and perceptions on existing business, future
 outlook of the industry, future expansion and diversification plans of
 the Company and future course of action for the development of the
 Company are fully explained in a separate para in Corporate Governance
 Report.
 
 DIRECTORS :
 
 During the year under review Mr. Suhag Vijaykumar Shah & Mr. Prakash
 Nemchand Shah shall retire by rotation at the ensuing Annual General
 Meeting as per the provisions of Law. They are eligible for
 reappointment as director and have offered themselves for directorship
 of the company. This year there were no changes in the constitution of
 Board of Director of the company.
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under sub-section (6) of Section 149 of
 the Companies Act, 2013 and under Clause 49 of the Listing Agreement
 with the Stock Exchanges. Members are requested to refer to the Notice
 of the Annual General Meeting and the Explanatory Statement for details
 of the qualifications and experience of the Directors and the period of
 their appointment. The Board recommends the passing of the Resolutions
 at Item Nos. 5 to 9 of the Annual General Meeting Notice.
 
 MANAGING DIRECTOR :
 
 Mr. Dineshkumar S. Rao is the Managing Director of the Company and
 taking managerial Remuneration of Rs. 2,00,000/- per annum.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 As required under section 217(1)(e) of the Companies Act, 1956 read
 with Rule 2 of the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988, particulars relating to
 conservation of Energy, R & D, Technology absorption and foreign
 Exchange earnings / outgo are separately provided in the annexure to
 this report
 
 Formation of Audit Committee in Compliance to Section 292 A of the
 Companies Act, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE
 GOVERNANCE :
 
 In Compliance with the provisions of Section 292A of the Companies Act
 1956 your company has formed an Audit Committee within the Organization
 consisting of 3 independent directors. An Internal Auditors have been
 appointed as Advisors in their professional capacity on this committee.
 The area of operations and functional responsibilities assigned to the
 committee are as per the guidelines provided in Clause 49 of the
 Listing Agreement for implementation of code of corporate governance.
 The Committee meets at least once in a quarter and gives its report of
 each meeting to the Board for its approval, record and information
 purposes. The detail of powers, responsibilities and system of
 functioning of this committee is given in report on Corporate
 Governance forming part of this report.
 
 STATUTORY INFORMATION :
 
 The Information required to be disclosed in the report of the Board of
 Directors as per the provisions of Section 217 (1)(e) of the Companies
 Act-1956 and the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules 1988 regarding the conservation of energy,
 technology absorption, foreign exchange earnings and outgo, etc. are not
 being given as the Company was totally non operational during the year.
 In fact there were no commercial business activities, manufacturing
 activities, no sale or purchase of material etc. during the year. Hence,
 are not given herewith.
 
 Material Changes :
 
 Except the information given in this report, no material changes have
 taken place after completion of the financial year up to the date of
 this report which may have substantial effect on business and finances
 of the company.
 
 EMPLOYEES:
 
 Thereare no employees of the company who were in receipt of the
 remuneration of Rs.60,00,000/- annually in the Aggregate if employed
 for the year and in receipt of the Monthly remuneration of Rs.
 5,00,000/- in the aggregate if employed for a part of the year under
 review. Hence the information required under Section 217 (2A) of the
 Companies Act, 1956 being not applicable and hence not given in this
 report.
 
 PARTICULARS OF THE EMPLOYEES :
 
 Particulars of the employees as required under provisions of section
 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975, as amended from time to time,
 are not attached with this report since there was no employee who was
 in receipt of remuneration in excess of limits prescribed under the
 provisions of Section 217(2A) of the Companies Act, 1956read with the
 Companies (Particular of Employees), Rules 1975.
 
 SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES :
 
 The company has no any settlement/liquidation of Financial Liabilities.
 It is not a sick company as per audited balance sheet for the current
 year.
 
 DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
 PERSONNEL) RULE, 2014 :
 
 i) The ratio of the remuneration of each director to the median
 remuneration of the employees of the company for the financial year:
 
 Total Remuneration expenses : Rs. 375,500/-
 
 Managerial Remuneration Expenses : Rs. 200,000/- Other employees
 Remuneration : Rs. 157,500/-
 
 ii) The percentage increase in remuneration of each director, Chief
 Financial Officer, Chief Executive Officer, Company Secretary or
 Manager, if any in the financial year:
 
 No remuneration is increased during the year for any of the Key
 Managerial Personnel, CFO, CEO, CS or Manager.
 
 iii) The percentage increase in the median remuneration of employees in
 the financial year
 
 During the year there was fresh recruitment of the employees of the
 company so there is no increase in the salary of the employees
 
 iv) The number of permanent employees on the rolls of company 2;
 
 v) The explanation on the relationship between average increase in
 remuneration and company performance;
 
 There is increase of 0% in the average Remuneration of the employees,
 whereas Company is still a loss making one. So there is no any direct
 relationship between the average increase in remuneration and company''s
 performance.
 
 vi) Comparison of the remuneration of the Key managerial personnel
 against the performance of the company ;
 
 The KMP i.e. Managing Director is not paid any managerial Remuneration.
 Hence, his remuneration is not comparable inter company, intra company
 or inter industry as a whole.
 
 vii) Variations in the market capitalization of the company, price
 earnings ratio as at the closing date of the current financial year and
 previous financial year and percentage increase over decrease in the
 market quotations of the shares of the company in comparison to the
 rate at which the company came out with the last public offer in case
 of listed companies, and in case of unlisted companies, the variations
 in the net worth of the company as at the close of the current
 financial year and previous financial year;
 
 Closing Market Price of shares of Company as on 31/03/2014 : Rs. 4.6/-
 
 Closing Market Price of shares of Company as on 31/03/2015 : Rs. 4.28/-
 
 Earning Per share for the financial year ended on
 31/03/2014                                                 : Rs. -0.04/-
 
 Earning per share for the financial year ended on
 31/03/2015                                                 : Rs. 0.35/-
 
 As the Company EPS is very minimal, the PE Ratio is Minimum
 
 viii) Average percentile increase made in the salaries of employees
 other than the managerial personnel in the last financial year and its
 comparison with the percentile increase in the managerial remuneration
 and justification thereof and point out if there are any exceptional
 circumstances for increase in the managerial remuneration ;
 
 NOT APPLICABLE as there was no increase in Remuneration of any
 employees of the company or the Managerial Personnel of the Company.
 
 ix) Comparison of the each remuneration of the key managerial personnel
 against the performance of the company :Not Comparable.
 
 x) The key parameters for any variable component of remuneration
 availed by the directors : NOT APPLICABLE.
 
 xi) The ratio of the remuneration of the highest paid director to the
 of the employees who are not directors but receive remuneration in
 excess of the highest paid director during the year; and No employee is
 receiving remuneration in excess or higher than the remuneration of
 Director or Key Managerial Personnel.
 
 xii) Affirmation that the remuneration is as per the remuneration
 policy of the company.All remuneration of the Employees and directors
 are decided by Nomination & Remuneration Committee and by the Board of
 Directors within the organization.
 
 DIRECTORS'' RESPONSIBLITY STATEMENT :
 
 Pursuant to the provisions of Section 134(5) of Companies Act, 2013
 (Section, 217(2AA) of the Companies Act, 1956) your Directors declare
 that:
 
 i) In preparation of the annual accounts, as far as possible and except
 to the extent if any accounting standards mentioned by the auditors in
 their report as not complied with, all other applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 ii) The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are responsible
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and after the profit or
 loss of the company for that period;
 
 iii) The Directors have taken proper and sufficient care for the
 maintenance of the 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;
 
 iv) The Directors had prepared the annual accounts on a going concern
 basis.
 
 v) The Directors, in the case of listed company, had laid down internal
 financial control to be followed by the company and that such internal
 financial controls are adequate and were operating effectively.
 
 vi) The Director had devised proper system to ensure compliances with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 AUDITORS :
 
 STATUTORY AUDITORS :
 
 DJNV & CO., Chartered Accountants, Present Statutory Auditors of the
 company has given their letter of consent and confirmation under section
 141(1) the Companies Act 1956 for appointed as Statutory Auditors of the
 Company. The Board has now proposed to appoint the Statutory Auditors
 for a period next 5 Financial year as per requirements of section 139
 (1) of the Companies Act 2013 read with Companies (Audit and Auditors)
 Rules 2014. Necessary Resolution for their appointment as the Statutory
 Auditors and fixing their remuneration is proposed to be passed at the
 Annual General Meeting.
 
 INTERNAL AUDITORS : The company is in process of appointing an
 independent Chartered Accountant to act as an Internal Auditor as per
 suggestion of auditors in order to strengthen the internal control
 system for the Company. However, as in the company during the previous
 financial year, there were no much financial transactions or trading
 business activities, looking to the size of the company and its business
 operations and transactions, the matter is being discussed with the
 statutory auditors on making of compliance with this requirements.
 
 SECREATARIAL AUDITOR :
 
 The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the
 secretarial auditor for the financial year 2014-15. They have given
 their report in the prescribed form MR-3 which is annexed to this report
 as an ANNEXURE.
 
 OBSERVATION OF THE SECRETARIAL AUDITOR :
 
 The company has limited financial transactions and the managing director
 of the company looks after to all the transactions of the company so the
 company has not appointed any CFO and the due to less revenue and due to
 high cost (approx: 600,000 P.a of both CFO and CS)has also not appointed
 company secretary in the company and the company is in search of the
 proper CFO and CS keeping in mind the budget of the company for the
 compliance of this provisions.
 
 AUDITORS OBSERVATION :
 
 THERE ARE NO ADVERSE OBSERVATIONS MADE BY THE AUDITORS IN THEIR
 REPORT. HOWEVER NOTES TO THE ACCOUNTS TO ITSELF ARE CLARIFICATORY AND
 SELF EXPLANATORY IN THE NATURE.
 
 APPRECIATION :
 
 The Directors take this opportunity to acknowledge the trust reposed in
 your company by its Shareholders, Bankers and clients. Your Directors
 also keenly appreciate the dedication & commitment of all our employees,
 without which the continuing progress of the company would not have been
 possible.
 
 DATE : 30th May, 2014          On Behalf of the Board of Directors of
 PLACE : Ahmedabad                                 Heera Ispat Limited
 
                                                                  Sd/-
                                                          (Dinesh Rao)
                                        Chairman and Managing Director
                                                         DIN: 06379029
 
 
 
 
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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