A Kedia ENTERPRISE. Nitin Alloys Global Limited. 28th Annual Report

Transcription

1 A Kedia ENTERPRISE Nitin Alloys Global Limited 28 Annual Report

2 Board of Directors Mr. Nirmal B. Kedia Chairman Mr. Shyamlal K. Agarwal Wholetime Director Mr. Nitin S. Kedia Director Mr. Nipun N. Kedia -- Diredtor Mr. Deven M. Doshi Director Mr. Arvind B. Jalan Director Bankers State Bank of India Indian Overseas Bank Auditors Jajodia & Company Chartered Accountants Legal Advisors Narayanan & Narayanan Advocate & Solicitor Office rd Preige Precinct, 3 Floor, Almeida Road, Thane (We), Thane Works Plot No. 183/1, Surangi, Silvassa, Dadra & Nagar Haveli Regirar & Share Transfer Agent Sharex Dynamic (India) Pvt. Ltd. Unit No. 1, Lura Indurial Premises, Andheri-Kurla Road, Safed Pool, Andheri (Ea), Mumbai

3 NOTICE Notice is hereby given at e Twenty Eigh Annual General Meeting of e Nitin Alloys Global Limited, e Company will be held at Hotel Sharranam, Eaern Express Highway, Service Road, Near New R.T.O. Opp. Ramkrishna Nagar, Thane (We) on Thursday e 11 Augu, 2011 at a.m., to transact e following business: Ordinary Business: 1. To receive, consider and adopt e Audited Profit and Loss Account for e year ended 31 March, 2011 and e Balance Sheet as at at date togeer wi e Reports of e Board of Directors and e Auditors ereon. 2. To appoint a Director in place of Mr. Shyamlal K. Agarwal who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Nirmal B. Kedia who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint Statutory Auditor of e Company to hold office from e conclusion of is Annual General Meeting until e conclusion of e next Annual General Meeting and to auorize e Board of Directors to fix eir remuneration. 5. To consider, discuss, approve and / or pass any oer matter wi e permission of chairman of e meeting. Notes: 1. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote inead of himself and e proxy need not be e member of e Company. Proxies, in order to be effective mu be received at e Company's Regiered Office not less an 48 hours before e meeting. Proxies submitted on behalf of limited companies, societies, partnership firms etc., mu be backed by appropriate resolution / auority as applicable, issued on behalf of e nominating organization. 2. Members are requeed to bring eir Attendance Slip along wi eir copy of Annual Report to e Meeting. 3. Members who hold shares in dematerialised form are requeed to write eir Client ID and DP ID and ose who hold shares in physical form are requeed to write eir folio number on attendance slip while attending e Meeting. 4. Incase of Joint holders attending e Meeting, only such joint holder who is higher in e order of names will be entitled to vote. 5. The Company's Regier of Members and share transfer books will remain closed from 4 Augu, 2011 to 11 Augu, 2011 bo days inclusive. 6. As per e provisions of e Companies Act, 1956, facility for making nominations is available to e shareholders in respect of e shares held by em. Nomination forms can be obtained from e Share Regirar of e Company. 7. Shareholders desiring any information as regards e Accounts are requeed to write to e Company at an early date so as to enable e management to keep e information ready at e meeting. By Order of e Board of Directors By Order of e Board of Directors Thane, e 30 day of May, 2011 Nipun N. Kedia Director Thane, e 30 day of May, 2011 Nipun N. Kedia Director 2 13

4 Directors' Report To, The Members, Your Directors have e pleasure in submitting e Twenty Eigh Annual Report on e business and operation of e Company along wi e Audited Accounts for e financial year ended 31 March, Financial Result The performance of e Company for e financial year ended 31 March, 2011 is summarized below: in Lacs Total Income 3, , Total Expenditure 3, , Profit before Depreciation & Taxes Provision for Depreciation Profit before Taxes Provision for Taxes including Deferred Tax Profit after Taxes Add : Balance brought forward from previous year 1, Balance carried to Balance Sheet. 1, , Global Economy The slowdown in e global economy especially wi respect to US ill facing e heat all over e world, our country and Indury also has felt e cascading effect of e same. The grow momentum in indury has been slow, as consumer and business sentiment has weakened. Business Results During e year under review, your Company has regiered a turnover of Rs. 3, Lacs as again Rs. 2, Lacs in e previous year. The Profit before taxes in e current year is Rs Lacs as again Rs Lacs in e previous year and profit after taxes are Rs Lacs as again Rs Lacs in e previous year. Dividend Your Directors have not recommended any payment of dividend during e financial year ended 31 March, Your Directors are of e opinion at plough back of profit into e business will reward share holders suitably in future. Liing of Shares and Dematerialization The Company's shares are lied and traded at Bombay Stock Exchange (BSE) and its scrip code is and ISIN No. INE861H01012 Safety The Management is committed to ensure safety of its employees, plant and community at all its operations. The safety Management syem has been eablished, communication, involvement, motivation, skill development, training and heal have been identified as e key drivers for safe working environment. These initiatives have resulted in reducing e injuries and lo time significantly. Future Outlook The Management of e Company is of e opinion at e future out look is bright for suaining e grow in e current year. Your Company has already eablished its position in e market and does expect better results. Fixed Deposit During e year under review, e Company did not raise funds by way of fixed deposits and, as such, no amount of principal or intere was outanding as on e balance sheet date. Environment Protection and Pollution Control The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms wi all necessary clearances. Your Company has taken e following eps towards environment and Ecological balance in manufacturing of Caings. Continuous plantation activities in and around e Factory as usual has helped in keeping e environment pollution free. Indurial Relation Cordial indurial relation and improvement in production were maintained at e Company's plant. The management appreciates e support of employees at all level and looks forward to eir full co-operation and involvement in years to come. Directors In pursuant to e provisions of e Companies Act, 1956 and e Articles of Associations of e Company, Mr. Shyamlal K. Agarwal and Mr. Nirmal B. Kedia retires by rotation and being eligible, offer emselves for reappointment. Internal Audit Syem The Company's internal Auditors had conducted periodic audit to provide reasonable assurance at e Company's eablished policies and procedure have been followed. Internal Control Syem and its Adequacy The Company has a proper and adequate internal control syem for all its activities including safeguarding and protecting its assets again any loss from its unauorized use or disposition. All transaction are properly documented, auorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The syems are reviewed continuously and its improvement and effectiveness is enhanced based on e reports from various fields. Normal foreseeable risks to e company's assets are adequately covered by comprehensive insurance. of Employees In terms of e provisions of Section 217(2A) of e Companies Act, 1956 and e Companies ( of Employee) Rules, 1975, names and oer particulars of e employees required are not given as none of e employee is covered under e said provisions of e Act. Conservation of Energy and Technology Absorption and Foreign Exchange Earning & Outgo The company has taken all possible measures for e conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace. The Company's in-house Research and Development Department is engaged in continuous up-gradation to take up e changing market demand and is has been well appreciated by e user induries. The Company has adopted modern technology in expansion of e capacity which has provided co reduction and improvement in manufacturing processes to maintain highe andard in quality and cuomer satisfaction. The information regarding e foreign exchange earnings and outgo is contained in note no. (i) of Schedule 18 to e Notes to Accounts. Auditors' Report The auditors' report is self explanatory. It does not require any comment as ere is no qualification in reports. Code of Conduct In terms of requirement of Clause 49 of e Liing Agreement, e Company has received certificate from all its Senior Management personnel and members of e Board about e compliance of Code of Conduct as laid down by e Board. Directors' Responsibility Statement Pursuant to Section 217(2AA) of e Companies Act, 1956 e Directors, subscribe to e Directors Responsibility atement and Confirm as under: 14 15

5 (i) That in presentation of e Annual Accounts, applicable Accounting Standards has been followed. (ii) That e accounting policies have been consiently applied and reasonable, prudent judgment and eimates are made so as to give true and fair view of e ate of affairs of your Company as at 31 March (iii) That e proper and sufficient care has been taken for e maintenance of adequate accounting records in accordance wi e provision of e Companies Act, 1956 for safeguarding e assets of your company and for preventing and detecting frauds and oer irregularities. (iv) That e annual accounts of your company have been prepared on going concern basis. Auditors M/s. Jajodia and Company, Chartered Accountants, Statutory Auditor of e Company, holds office until e conclusion of e ensuing Annual General Meeting and is recommended for re-appointment and to fix eir remuneration. The Certificate from e Auditors has been received to e effect at eir re-appointment, if made, would be wiin e limits prescribed under section 224(1B) of e Companies Act, Acknowledgements The Directors wish to convey eir appreciation to all e Company employees for eir enormous personal efforts as well as eir collective contribution to Company's record performance. The Directors would also like to ank Shareholders, Cuomers, Dealers, Suppliers, Bankers, Financial Initutions, Government Auorities and all Oer Business Associates for e continued support given by em to e Company and eir confidence in e Management. Thane, e 30 day of May, 2011 By Order of e Board of Directors Nipun N. Kedia Director Management Discussions and Analysis forming part of Directors' Report for e year ended 31 March, Indury Structure and Development The global economy aged a remarkable rebound in e la financial year reducing e fears of a double-dip recession at some had foreca in The recovery was aided by e continuation of imulus measures adopted during by developed as well as emerging economies including India. The Company caters e need of core sector induries like Cement, Fertilizer, Iron & eel, Petrochemical and Engineering Induries etc. The cuomer base of Company is wide on selective basis as such it has been able to perform wi better turnover. The benefit of e expansion and technology up gradation arted yielding good result. Opportunities & reats India maintained its grow momentum on e foundation of relatively rong fundamentals of e economy. The Company's main ru is to satisfy e requirement of exiing and potential cuomer in timely manner and at reasonable price. The Company does not foresee any reat, as Company is working wi modern technology and continues on development of quality products as per e need of market to averse e risk of slow down. Outlook The overall economic outlook for e year appears to be positive but challenging. The Indian GDP expected to regier a grow of around 8%. Now e indurial indices of indury have arted showing signs of recovery. The indury is on e pa of grow due to fiscal measures taken by e Government. The chance of achieving e desired grow rate is almo certain as e sectors served by your Company is on e right track of grow. Wi better co control and management, e company expects better performance. Risk and Concerns The factors like power shortages, increase in labour co and transportation co could contribute to inflation. The Company considers good corporate governance as a pre-requisite for meeting e needs and aspiration of its shareholders. The main risk to e Company which may arise is mainly due to Government policies and decisions, Fluctuations in prices of Raw materials, Exchange rate fluctuations, Indury's demand etc. Segment or Product wise Performance The Company is operating in one segment known as Alloys Steel Caings in e range of atic and centrifugal. The product wise comparison is not possible as every product is specific as per order and to e size, shape and alloy mix. Therefore, performance of e Company has to be seen in overall manner. Internal control Syem and eir Adequacy The Company has developed adequate internal control syem commensurate to its size and business. The Company has appointed Internal Auditors, an outside independent agency to conduct e internal audit to ensure adequacy of internal control syem, compliance of rules and regulations of e country and adherence to e management policies. Financial Performance wi respect to Operational Performance The Company has regiered a turnover of Rs. 3, Lacs and Profit before depreciation and tax of Rs Lacs. The depreciation provided during e year was Rs Lacs and provision for taxes including deferred tax was Rs Lacs, e Net Profit for e year after tax was Rs Lacs. Goal The goal is to align all sections of e organization internally to generate even better cuomer value propositions and returns for share holders. Human Resources During e year, Company maintained harmonious and cordial indurial relations. No man days were lo due to rike, lock out etc. Disclosure by e Senior Management Personnel i.e. one level below e Board including all HOD's None of e Senior Management Personnel has financial and commercial transaction wi e Company, where ey have personal intere at would have a potential conflict wi e intere of e Company at large. Cautionary atement The atements in is management discussion and analysis describing e outlook may be forward looking atement wiin e meaning of applicable laws and regulations. Actual result might differ subantially or materially from ose expected due to e developments at could affect e company's operations. The factors like significant change in political and economic environment, tax laws, litigation, technology, fluctuations in material co etc. may deviate e outlook and result. 6 7

6 Sr. No Report on Corporate Governance forming part of Directors' Report A Brief Statement on Company's' philosophy on code of Corporate Governance Your Company's philosophy of Corporate Governance has evolved from its continued fai in fundamentals of fairness, accountability, disclosures and transparency in all its transactions in e wide sense and meets its ake holder's aspiration and societal expectations. The Company firmly believes at any meaningful policy on e Corporate Governance mu provide empowerment to e executive management of e Company and simultaneously create a mechanism of checks and balance which ensures at e decision making power veed in e executive management are used wi care and responsibility to meet shareholders aspirations. Good governance practices em from e culture and e mindset of e organization. The demand for corporate governance requires professionals to raise eir competency and capability levels to meet e expectations in managing e enterprise and its resources effectively wi highe andard of eics. The Company is committed to attain e highe andard of Corporate Governance. Board of Directors The total reng of e Board as on 31 March, 2011 was Six Directors as detailed herein below: Sr. No. Name Designation Name of Directors Mr. Nirmal B. Kedia Mr. S. L. Agarwal Mr. Nitin S. Kedia Mr. Nipun N. Kedia Mr. Arvind B. Jalan Mr. Deven M. Doshi No. of meetings held during e tenure of Director in FY Category (Wholetime / Executive / Non Executive / Independent) 1 Mr. Nirmal B. Kedia Chairman Executive 2 Mr. S. L. Agarwal Whole-time Director Whole time 3 Mr. Nitin S. Kedia Director Executive 4 Mr. Nipun N. Kedia Director Executive 5 Mr. Deven M. Doshi Director Independent- Non Executive 6 Mr. Arvind B. Jalan Director Independent-Non Executive Board Meetings and Annual General Meeting During e financial year , Eight Board Meeting were held on Saturday, April 24, 2010; Friday, April 30, 2010; Monday, May 31, 2010; Saturday, July 31, 2010; Tuesday, Augu 31, 2010; Saturday, October 30, 2010; Friday, December 10, 2010; Monday, January 31, 2011 and e Annual General Meeting was held on Tuesday, Augu 10, The attendance of each Director in e Board Meeting and Annual General meeting is detailed herein below. No. of Board Meetings attended during FY Attendance at e AGM held on No Yes No Yes Yes Yes As per clause 49 e above details are required to be disclosed for e following ree committees 1) Audit Committee 2) Shareholders / Inveors Grievance Committee 3) Remuneration Committee None of e Director of e Board is a member of more an ten Committees and Chairman of more an five committees as per clause 49(IV)(B) across all companies in which ey are Directors. Board Committees The Company in conformity wi code of corporate Governance has conituted e following committees: A) Audit Committee as at 31 March, 2011 The Details of Audit Committee meetings held and attended by e all Committee Members are as under. The Audit committee comprises of ree Directors and four meetings were held on Saturday, May 15, 2010; Tuesday, July 27, 2010; Monday, October 18, 2010; Saturday, January 15, 2011 Sr. No. Name of Director Category No. of Audit Committee Meetings held in tenure 1 Mr. Nirmal B. Kedia Chairman Mr. Deven M. Doshi Independent Director Mr. S. L. Agarwal Whole time Director 4 4 Brief Terms of Reference of Audit Committee The primary function of e Audit Committee is to assi e Board of Directors in fulfilling its oversight responsibilities by reviewing e financial reports and oer financial information provided by e Company to any Govt. body or to e inveors or public; e Company's syem of internal controls regarding finance, accounting and legal compliances at Management and e Board have eablished. B) Shareholders/Inveors Grievance Committee The Shareholders/Inveors Grievance Committee comprises of ree Directors and two meeting was held on Saturday, July 10, 2010 and Tuesday, October 05, 2010 Sr. No. Name of Director Category No. of Meetings held in tenure In accordance wi e Auority Granted by e Board of Share Transfer Committee, Mr. Sadashiv R. Sapaliga, deals wi e following matters concerning shareholders once in a mon. Details of complaints received and redressed during e financial year ended 31 March, 2011 No. of Audit Committee Meetings attended No. of Meetings attended 1 Mr. S. L. Agarwal Whole time Director Mr. Deven M. Doshi Independent Director Mr. Nipun N. Kedia Independent Director 2 2 There were no complaints received during e financial year ended 31 March, 2011 and none of e complaints are pending to be resolved. The Board has consented to e underanding at complaints of non receipt of Annual Report will not be treated as Complaints under clause 49(g)(iii), as e Company's Liability is discharged when e relevant articles are poed at e la known address of e inveor and at in e above cases e letters received from e inveors will be serviced in addition to e responsibility under Clause 49 of e Liing Agreement as inveor friendly measure beyond e legal obligation 8 9

7 C) Remuneration Committee The Remuneration Committee is managed by a Committee of Directors comprising of Mr. Nitin S. Kedia, Mr. S. L. Agrawal and Mr. Arvind B. Jalan. Remuneration Policy The meeting of e Remuneration Committee takes place as and when necessary. Wiin e overall limit fixed as per e Companies Act and shareholders, e Board decides e remuneration of Executive Directors taking e performance into consideration so as to induce e concerned Executive to put eir be. General Meetings Location and Time of la ree Annual General Meetings Financial Sr. No. Location Day/ Date Time year Tuesday, Augu Thane A.M. 12, 2008 Thursday, July Thane A.M. 2 16, 2009 Tuesday, Augu Thane A.M. 2 10, 2010 Extra Ordinary General Meeting(s) (EGMs) During e year no Extra Ordinary General Meetings of e members of e Company was held. Disclosures Related Party Transactions Related Party Transactions under Clause 49 of e Liing Agreements are defined as e transaction of e Company of a material nature, wi its promoters, e Directors or e management, eir Subsidiaries or relatives etc at may have potential conflict wi e intere of e Company at large. Among e related party transactions are e contracts or arrangements made by e Company from time to time wi companies in which e directors are intereed. All ese contracts or arrangements are entered in e Regier of Contracts under section 301 of e Companies Act, 1956 and e Regier is placed before e Board from time to time. There were no material transactions wi related parties during e year at are prejudicial to e intere of e Company. Statutory Compliance There has been no non compliance of e provisions / requirements of Stock Exchanges / SEBI or any oer atutory auority on any matter relating to capital market. General Shareholders Information Means of Communication The financial results are taken on record by Board of directors and submitted to Stock Exchange in terms of clause 49 of e Liing Agreement and published in Free Press and Navshakti news papers. The Management Discussion and Analysis Report is Attached wi e Director's Report in is 28 Annual Report of e Company delivered to e shareholders. Annual General Meeting: Date and time : Thursday, e 11 day of Augu, 2011, at A.M. Venue : Hotel Sharranam, Eaern Express Highway Service Road, Opp. Ramakrishna Nagar, Thane (We) Financial Year : Year ending 31 March, 2011 Dates of Book Closure : 4 Augu, 2011 to 11 Augu, 2011 bo days inclusive Liing on Stock Exchange : The Bombay Stock Exchange Ltd Stock Codes (for shares) : No. of Special Resolutions Market Price Data : Mon - Year Apr-2010 May-2010 Jun-2010 Jul-2010 Aug-2010 Sep-2010 Oct-2010 Nov-2010 Dec-2010 Jan-2011 Feb-2011 Mar-2011 Source: High Rs. Low Rs Diribution of share holding as on 31 March, 2011 A B Category (Amount) Upto Above Promoter's holding 1 Promoters Category a-indian Promoters b-foreign Promoters Sub - Total Non - Promoter's holding 2 Initutional Inveors a-mutual Funds and UTI b-banks, Financial Initutions c-insurance Companies / Central / State Govt. Initutions / Non-government In. d-fll's (Including ADB holding) Sub-Total 3 Oers a-private Corporate Bodies b-indian Public c-nri's /OCB's(Including GDFI) d-any oer (Clearing Members & Trus) Sub-Total GRAND TOTAL No. of Shareholders 371 Category of Shareholders as on 31 March, Percentage No. of Shares Percentage 79.78% 9.03% 3.66% 0.86% 0.86% 0.22% 0.43% 5.16% Total % 1,404,000 No. of Shares Held 542, , , , ,550 69,900 35,400 25,300 9,550 13,900 4,150 13,450 1,232,350 1,404, % 2.52% 1.80% 0.68% 0.99% 0.30% 0.96% 87.77% % % of Shareholding 38.64% 38.64% 28.29% 33.06% 0.02% 61.36% %

8 Dematerialization of Shares and Liquidity % of e Company's shares capital is held in dematerialised form as on 31 March, The Company's shares are frequently traded on Bombay Stock Exchange Limited. Plant Location Plot No. 183/1, Surangi, Silvassa, Dadra & Nagar Haveli Address for Correspondence rd Preige Precinct, 3 Floor, Almeida Road, Thane (We), Thane Address for Correspondence for Share related work Regirar & Share Transfer Agent Sharex Dynamic (India) Pvt. Ltd. Unit No. 1, Lura Indurial Premises, Andheri-Kurla Road, Safed Pool, Andheri (Ea), Mumbai Id of inveor's Complaint: naglmum@gmail.com Declaration by e Managing Director under clause 49 of e Liing agreement regarding compliance wi Code of Conduct In accordance wi Clause 49 1(D)(ii) of e Liing Agreement wi e Stock Exchange, I hereby confirm at,all e Directors and e Senior Management personnel of e Company have affirmed compliance wi e Code of Conduct,as applicable to em, for e Financial year ended 31 March, For Nitin Alloys Global Limited S. L. Agarwal Wholetime Director For Nitin Alloys Global Limited Ashwini Pareek Manager-Accounts & Finance Thane, e 30 day of May,

9 Certification by Wholetime Director and Senior Management Officer Pursuant to Clause 49 of e Liing Agreement We, Mr. S. L. Agrawal, Wholetime Director and, Mr. Ashwini Pareek, Manager- Accounts & Finance, in our capacity as Senior Management Executive respectively of e Company hereby certify at: 1. We have reviewed financial atements and e cash flow atement for e year ended 31 March 2011 and at to e be of our knowledge and belief: a) ese atements do not contain any materially untrue atement or omit any material fact or contain atements at might be misleading ; b) These atements togeer present a true and fair view of e Company's affairs and are in compliance wi exiing Accounting Standards, applicable Laws and Regulations. 2. There are, to e be of our knowledge and belief, no transactions entered into by e Company during e year which are fraudulent, illegal or in violation of e Company's Code of Conduct. 3. We accept responsibility for eablishing and maintaining internal controls for e financial reporting and at we have evaluated e effectiveness of e internal control syems of e Company pertaining to financial reporting and we have disclosed to e Auditors and e Audit Committee, deficiencies in e design or operation of internal controls, if any, of which we are aware and e eps we have taken or propose to take to rectify eses deficiencies. Auditor's Certificate on Compliance wi e conditions of Corporate Governance under clause 49 of e Liing Agreements To e Shareholders of Nitin Alloys Global Limited 1. We have examined e compliance of conditions of Corporate Governance by Nitin Alloys Global Limited ( e Company ) for e year ended 31 March, 2011, as ipulated in clause 49 of e Liing Agreement of e said Company wi Stock Exchanges in India. 2. The Compliance of Conditions of e Corporate Governance is e responsibility of e Company's management. Our examination was limited to e review of e procedures and implementation ereof, adopted by e Company for ensuring e compliance of e conditions of e Corporate Governance. It is neier an audit nor an expression of opinion on e financial atement of e Company. 3. In our opinion and to e be of our information and according to e explanation given to us, we certify at Company has complied wi e conditions of Corporate Governance as ipulated in e above mentioned Liing Agreement. 4. We furer ate at such compliance is neier an assurance as to e future viability of e company nor e efficiency or effectiveness wi which e management has conducted e affairs of e Company. We have indicated to e Auditor's and e Audit committee: a) significant changes in internal control over financial reporting during e year ; b) significant changes in accounting policies during e year and at e same have been disclosed in e notes to e financial atements ; and c) Inances of significant fraud of which we have become aware and e involvement erein, if any, of e management or an employee having a significant role in e Company's internal control syem over financial reporting. Dinesh Jajodia Proprietor Membership No Firm Regn. No W Mumbai, e 30 day of May, 2011 For Nitin Alloys Global Limited For Nitin Alloys Global Limited S. L. Agarwal Wholetime Director Ashwini Pareek Manager-Accounts & Finance Thane, e 30 day of May,

10 The Members, Nitin Alloys Global Limited Thane Auditors' Report 1) We have audited e attached Balance Sheet of Nitin Alloys Global Limited as at 31 March 2011, and e related Profit and Loss Account and Cash Flow Statement for e year ended on at date annexed ereto, which we have signed under reference to is report. These financial atements are e responsibility of e management of e Company. Our responsibility is to express an opinion on ese financial atements based on our audit. 2) We conducted our audit in accordance wi e auditing andards generally accepted in India. Those andards require at we plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free of material mis-atements. An audit includes examining, on a te basis, evidence supporting e amounts and disclosures in financial atements. An audit also includes assessing e accounting principles used and significant eimates made by e management, as well as evaluating e overall financial atement presentation. We believe at our audit provides a reasonable basis for our opinion. 3) As required by e Companies (Auditor's Report) Order, 2003 issued by e Central Government of India in terms of sub-section (4A) of section 227 of' The Companies Act, 1956' and on e basis of such checks of e books and records of e Company as we considered appropriate and according to e information and explanation given to us, we give in e attached Annexure a atement on e matters specified in paragraphs 4 and 5 of e said Order. 4) Furer to our comments in e Annexure referred to in paragraph 3 we report as follows: a) We have obtained all e information and explanations, which to e be of our knowledge and belief, were necessary for e purpose of audit; b) In our opinion, proper books of account as required by law have been kept by e Company so far as appears from our examination of ose books; c) The Balance Sheet and Profit and Loss Account and Cash Flow atement dealt wi by is report are in agreement wi e books of account ; d) In our opinion, e Balance Sheet and e Profit and Loss Account and Cash Flow atement dealt wi by is report comply wi e accounting andards referred to in sub-section (3C) of section 211 of e Companies Act, e) Based on e written representations made by e Directors as on 31 March, 2011 and taken on record by e Board of Directors of e Company and e information and explanations given to us, none of e directors is, as on 31 March, 2011, prima-facie disqualified from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of e Companies Act, 1956; f) In our opinion and to e be of our information and according to e explanations given to us, e said financial atements read togeer wi e significant accounting policies and notes ereon, give e information required by e Companies Act, 1956, in e manner so required and present a true and fair view in conformity wi e generally accepted accounting principles in India: (i) In e case of Balance Sheet of e ate of affairs of e Company as at 31 March, 2011; (ii) In e case of Profit and Loss Account of e profit of e Company for e year ended on at date. (iii) In e case of e Cash Flow atement, of e cash flows for e year ended on at date. Annexure to e Auditors' Report Referred To in Paragraph 3 of our Report of Even Date 1. As per e information and explanations given to us, e Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. 2. We have been informed at e respective heads of e department at reasonable intervals conducted physical verification of fixed assets. In respect of assets physically verified, e details has been compared wi e books records and discrepancies noticed ereof were not material and have been properly dealt wi in e books of accounts. 3. Subantial parts of e fixed assets have not been disposed of during e year so as to affect its going concern. 4. As explained to us, e management at regular intervals during e year has physically verified inventories. 5. The procedures explained to us, which are followed by e management for physical verification of e inventories, are in our opinion, reasonable and adequate in relation to e size of e company and e nature of its business. 6. The Company is maintaining proper records of e inventories. As explained to us and according to e records produced to us for our verification, discrepancies, which were noticed on physical verification of inventories, as compared to book records, have been properly dealt wi in e books of account. 7. The Company has maintained necessary records to show full particulars of loans accepted and granted to/from companies, firms or oer parties lied in e regier maintained u/s 301 of e Companies Act, As ere is no ipulation regarding repayment of principal and payment of intere, ere are no overdue amounts of loans more an one lacs rupee. 8. According to information and explanations given to us by e management of e Company, e terms and conditions of such loans given and taken are prima-facie not prejudicial to e intere of e company. 9. In our opinion, and according to e information and explanations given to us, ere are adequate internal control procedures commensurate wi e size of e company and e nature of its business, for e purchase of ores, raw material including components, plant and machinery, equipments and oer assets and for e sale of goods. During e course of our audit we have not observed any major weakness in internal control. 10. In our opinion and according to e information and explanations given to us, e particulars of contracts or arrangements referred to in section 301 of e Act have been entered in e regier required to be maintained under at section. 11. In our opinion and according to e information and explanations given to us, e transactions made in pursuance of such contracts or arrangements and exceeding e value of Five lacs in respect of any party during e year have been made at prices which are reasonable having regard to e prevailing market prices at e relevant time. 12. In our opinion and according to e information and explanations given to us by e Company, e provision of section 58A and section 58AA of e Companies Act, 1956 and e rules framed ereunder in respect of acceptance of deposits are not applicable to e company. 13. The Company has an internal audit syem commensurate wi its size and nature of its business. 14. As explained to us, e maintenance of co records has not been prescribed by e Central Government under section 209(1)(d) of e Companies Act, 1956 in respect of e Company's products. Dinesh Jajodia Proprietor Membership No Firm Regn. No W Mumbai, e 30 day of May, According to e information and explanations given to us and as per records of e Company, undisputed atutory dues including Provident fund, Inveor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Weal Tax, Cuoms Duty, Excise Duty, Cess and oer atutory dues have been generally regularly deposited wi e appropriate auorities. According to e information and explanation given to us, no undisputed amount payable in respect of e aforesaid dues were outanding as at 31 March, 2011 for a period more an six mons from e date ey become payable

11 16. According to e information and explanations given to us, e Income-Tax liability for Assessment Year amounting to Rs. 5,52,702/- is pending before e appropriate auorities. 17. The Company has raised new term loans during e year. The term loans outanding at e beginning of e year and ose raised during e year have been applied for e purpose for which ey were raised. 18. The Company has neier accumulated losses at e end of e financial year nor has it incurred cash losses, bo, in e financial year under report and e immediately preceding financial year. 19. On e basis of e records examined by us and e information and explanations given to us, e Company has not defaulted in repayment of dues to financial initutions, banks or debenture holders. 20. As explained to us, e Company has not granted any loans or advances on e basis of security by way of pledge of shares, debentures or any oer securities. 21. In our opinion, e company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, clause 4(xiii) of e Companies (Auditors Report) Order, 2003 is not applicable to e Company. 22. In respect of shares, securities, debentures and oer invements dealt or traded by e Company, proper records are maintained in respect of transactions and contracts and timely entries have been made erein. The Company in its own name holds all e invements. 23. According to e information and explanations given to us, and e representation made by e management, e company has neier given any guarantee for loans taken by oers from any bank or financial initution. 24. According to e information and explanations given to us and on an overall examination of e financial atements of e Company and after placing reliance on e reasonable assumptions made by e Company for classification of long term and short term usage of funds, we are of e opinion at, prima-facie, short term funds have not been utilized for long term purpose and vice-versa. 25. The company has not made any preferential allotment of shares to parties and companies covered in e regier maintained under Section 301 of e Act during e year and erefore paragraph 4 (xviii) of e Order is not applicable. 26. The company has not issued any debentures during e year and erefore paragraph 4 (xix) of e Order is not applicable. 27. The company has not raised any money by public issue during e year and erefore paragraph 4 (xx) of e Order is not applicable. 28. During e course of our examination of e books and records of e company, carried our in accordance wi e generally accepted auditing practices in India, and according to e information and explanations given to us, we have neier come across any inance of fraud on or by e company, noticed or reported during e year, nor have we been informed of such case by e management. Sources of Funds Deferred Tax Liabilities Nitin Alloys Global Limited Balance Sheet as at 31 March, 2011 Shareholders Fund Share Capital 1 14,040,000 14,040,000 Reserves and Surplus 2 172,256, ,296, ,683, ,723,231 Loans Fund Secured Loans 3 72,170,194 75,171,982 Unsecured Loans 4-72,170, ,895 76,010,877 Application of Funds Shed 8,648,197 7,443, ,115, ,177,871 Fixed Assets 5 Gross Block (At Co) 186,280, ,047,724 Less- Depreciation 48,204,559 40,341,237 Net Block 138,075, ,706,487 Invements 6 355, ,365 Current Assets, Loans & Advances 7 Stock in Trade 82,611,494 52,790,725 Cash & Bank Balances 5,658,992 2,881,677 Sundry Debtors 53,939,352 53,233,157 Loans & Advances 21,056,159 24,193,967 Oer Current Assets 531, ,797, , ,597,984 Less-Current Liabilities & Provisions 8 Sundry Creditors 12,736,767 6,254,622 Advances from Cuomers 16,231,677 6,894,170 Statotury Liabilities 200, ,515 Provision & Oer Liabilities 7,258,033 36,427,004 7,878,682 21,208,989 Net Current Assets 127,370, ,388,995 Deferred Revenue Expenditure 9 1,313,513 2,627,024 (To e extent not Written Off) 267,115, ,177,871 Dinesh Jajodia Proprietor Membership No Firm Regn. No W Mumbai, e 30 day of May, 2011 Significant Accounting Polices and Notes on Accounts As Per Our Report of Even Date Attached Dinesh Jajodia Proprietor Membership No Firm Regd. No W Mumbai, e 30 day of May, For Nitin Alloys Global Limited S. L. Agarwal Whole time Director Nipun N. Kedia Director

12 Nitin Alloys Global Limited Profit & Loss Account For e year ended 31 March, 2011 Shed Income Income from Operation Sales & Oer Income ,624, ,079,174 Increase / (Decrease) in Stock 11 20,362,917 (18,498,057) 364,987, ,581,117 Expenditure Consumption of Raw Material & Stores ,674, ,303,159 Manufacturing Expenses ,312,471 42,365,110 Salary and Oer Benefits to Staff ,175,412 14,029,797 Adminirative, Selling & Diribution ,632,163 4,968,468 Auditors' Remuneration , ,705 Financial Charges ,992,823 10,691,793 Deferred Revenue Expenses W/Off 1,313,511 1,313,511 Depreciation 8,529,532 8,377, ,874, ,272,273 Profit / (Loss) Before Taxation 23,112,846 23,308,844 Less - Deferred Tax Liabilities 1,204,434 1,319,577 Less - Provision for Taxation 6,567,631 6,515,000 Less - Tax Provision of prior years adjued 767,335 8,539,400-7,834,577 Profit / (Loss) After Taxation 14,573,446 15,474,267 Balance Carried Forward to Balance Sheet 14,573,446 15,474,267 Nitin Alloys Global Limited Schedule 1 to 18 Forming Part of e Accounts as at 31 March, 2011 Schedule- 1 Share Capital A. Auorised Capital 20,00,000 Equity Shares of Rs. 10/- Each 20,000,000 20,000,000 B. Issued Subscribed & Paid Up Capital 14,04,000 Equity Shares of Rs.10/- Each Fully Paid Up 14,040,000 14,040,000 Total Rs. => 14,040,000 14,040,000 Schedule - 2 Reserves & Surplus A. Profit / (Loss) Brought forward 101,827,231 86,352,964 Add-Profit / (Loss) Current year 14,573,446 15,474, ,400, ,827,231 B. Capital Reserves 2,750,000 2,750,000 B. General Reserves 7,500,000 7,500,000 C. Share Premium 45,606,000 45,606,000 Total Rs. => 172,256, ,683,231 Significant Accounting Polices and Notes on Accounts 18 As Per Our Report of Even Date Attached For Nitin Alloys Global Limited Schedule - 3 Secured Loans Term Loan Account 38,502,660 64,061,339 Cash Credit Accounts 33,667,534 11,110,643 Total Rs. => 72,170,194 75,171,982 Dinesh Jajodia Proprietor Membership No Firm Regd. No W Mumbai, e 30 day of May, 2011 S. L. Agarwal Whole time Director Nipun N. Kedia Director Schedule - 4 Unsecured Loans From Companies - 78,318 From Oers - 760,577 Total Rs. => - 838,

13 S.L.M. Nitin Alloys Global Limited Schedule 5 Schedule of Fixed Assets as at 31 March, 2011 Net Block Gross Block Depreciation As on 31-Mar-10 As on 31-Mar-11 Closing 31-Mar-11 Addition Deduction Addition Deduction Opening 1-Apr-10 Closing 31-Mar-11 Opening 1-Apr-10 Description 45,231,559 43,470,909 9,164,378-1,760,650 7,403,728 52,635,287-52,635,287 - Building Pattern 3,779, ,779,960 3,338, ,513-3,766,123 13, ,350 Land 1,678, ,678, ,678,845 1,678,845 Plant & Machinery 96,558,506 2,007,869-98,566,375 21,286,661 4,599,600-25,886,261 72,680,114 75,271,845 Energy Saving Equipments 1,802, ,802, ,150 85, ,760 1,449,558 1,535,168 Furniture & Fixtures 3,513, ,513, , , ,569 2,653,624 2,876,009 Office Equipments 355, ,356 95,542 20, , , ,814 Electrical Insatallation 12,531, ,531,215 4,382, ,233-4,977,998 7,553,217 8,148,450 Air Conditioner & Refrigeration 401, ,151 41,716 19,055-60, , ,435 Computers 1,328, ,328,675 1,315,623 13,052-1,328, ,052 Vehicles 5,463,218 6,195,294 1,970,865 9,687,647 1,572, , ,210 1,691,584 7,996,063 3,890,960 Total 180,047,724 8,203,163 1,970, ,280,022 40,341,237 8,529, ,210 48,204, ,075, ,706, ,168,380 3,010,792 1,131, ,047,724 32,274,953 8,377, ,446 40,341, ,706, ,893,427 Nitin Alloys Global Limited Schedule 1 to 18 Forming Part of e Accounts as at 31 March, 2011 Schedule - 6 a) Unquoted Invement (At Co) 72,000 Eq. Sh. of Ridhi Sidhi Commercial Co. Ltd. (FV 10/- each) 167, ,150 10,000 Eq. Sh. of Ariel Eate Invement Pvt. Ltd. (FV 10/- each) - 100,000 1,000 Eq. Sh. of Prescon Builders Pvt. Ltd. (FV 100/- each) 100, , , ,150 b) Quoted Invements (At Co) 100 Eq. Sh. of Unibex Alloys Ltd. (FV 10/- each) 5,455 5, Eq. Sh. of J.K. Synetic Ltd. (FV 10/- each) 12,695 12,695 2,595 Eq. Sh. of Dena Bank (FV 10/- each) 70,065 70,065 88,215 88,215 Total Rs. => 355, ,365 Schedule - 7 Current Assets, Loans & Advances a) Stock in Trade Refer Notes to e accounts Point No.1(e) Raw Material 32,947,174 23,423,690 Stores & Spares 2,076,651 2,142,283 Work in Progress 47,587,669 27,224,752 82,611,494 52,790,725 b) Cash & Bank Balances Cash/Cheques in hand 276, ,003 Bank Balance in Current Account 816,284 (1,561,002) Bank Balance in Margin Money 4,565,979 3,876,676 5,658,992 2,881,677 b) Sundry Debtors (Unsecured, considered good Unless Oerwise ated) Debts Outanding for e period more an six mons 623,970 7,797,752 Debts Outanding for less an six mons 53,315,382 45,435,405 53,939,352 53,233,157 c) Loans And Advances (Unsecured considered good unless oerwise ated) Advances recoverable in cash or kind 20,738,529 22,551,237 Sundry Deposits 317,630 1,642,730 21,056,159 24,193,967 d) Oer Current Assets Balance wi Central Excise & Service Tax 259, ,984 Balance wi Sales Tax and Vat 272, , , ,458 Total Rs. => 163,797, ,597,

14 Nitin Alloys Global Limited Schedule 1 to 18 Forming Part of e Accounts as at 31 March, 2011 Schedule - 8 Current Liabilities & Provisions a) Current Liabilities Sundry Creditors 12,736,767 6,254,622 Advance received from Cuomers 16,231,677 6,894,170 Statutory Liabilities 200, ,515 29,168,971 13,330,307 b) Provisions & Oer Liabilities Provision for I-Tax Net of Adv-Tax & TDS 3,679,092 (1,036,283) Provision for Expenses Payable 3,578,941 8,914,965 7,258,033 7,878,682 Total Rs. => 36,427,004 21,208,989 Schedule - 9 Deferred Revenue Expenditure Deferred Revenue Expenditure 2,627,024 3,940,535 Less -Expenses written off during e year (1/5) 1,313,511 1,313,511 Total Rs. => 1,313,513 2,627,024 Schedule - 10 Income Operations Sales Less Returns (Including Excise Duty) 342,742, ,258,770 Oer Income 1,881,764 2,820,404 Total Rs. => 344,624, ,079,174 Schedule - 11 Increase / Decrease in Stock Work in Progress Opening Stock of Work in Progress 27,224,752 45,722,809 Less-Closing Stock of Work in Progress 47,587,669 27,224,752 Total Rs. => 20,362,917 (18,498,057) Schedule - 12 Consumption of Material Consumption of Raw Material 235,031, ,460,419 Consumption of Stores & Spares 3,642,487 3,842,740 Total Rs. => 238,674, ,303,159 Nitin Alloys Global Limited Schedule 1 to 18 Forming Part of e Accounts as at 31 March, 2011 Schedule - 13 Manufacturing Expenses Excise Expenses 31,760,124 19,063,978 Power & Fuel 12,607,914 11,007,052 Cuom Duty, Freight, Octori & Teing Charges 2,930,473 2,019,539 Job Work / Labour Charges 7,604,597 7,486,208 Packing & Pattern Charges 2,639,807 2,072,568 Repairs & Maintenance (Plant & Machinery) 769, ,765 Total Rs. => 58,312,471 42,365,110 Schedule - 14 Salary & Oer Benefits to Employees Employees Remuneration 16,593,316 13,591,203 Statutory Contribution 266, ,810 Employees Welfare 315, ,784 Total Rs. => 17,175,412 14,029,797 Schedule - 15 Adminirative, Selling & Diribution and Oer Expenses General Adminiration Expenses 1,399,515 1,318,517 Communications & Telephone Expenses 84,817 99,919 Repairs & Maintenance Expenses 425, ,271 Vehicle, Traveling & Conveyance Expenses 1,531,228 1,001,425 Legal & Professional Expenses 685, ,097 Insurance Expenses 2,867, ,234 Selling & Diribution Expenses 419, ,247 Sundry Balances W/off (65,077) (216,444) Loss on Sale Assets 284, ,202 Total Rs. => 7,632,163 4,968,468 Schedule - 16 Auditors Remuneration Statutory Audit Fees 100,000 65,000 Internal Audit Fees 40,000 60,000 Tax Audit Fees 60,000 50,000 Certification Charges 25,700 20,000 Audit Expenses 18,682 27,705 Total Rs. => 244, ,705 Schedule - 17 Financial Charges Bank Charges 1,321,616 1,090,958 Intere to Financial Initutions 8,382,090 9,569,218 Intere to Oers 289,117 31,617 Total Rs. => 9,992,823 10,691,

15 Rs. in Lacs Sr. 1. C.I.F. Value of Import Expenditure in Foreign Currency Earnings in Foreign Exchange Sr. 1. Letter of Guarantee given by e Bankers 2. Letter of Credit issued by e Bankers 3. Claims again e Company not acknowledge as debts Current Year Rs. in Lacs Previous Year Sr Net Profit / (Loss) after Tax as per Profit and Loss Account 14,573,446 15,474, Number of Shares Outanding during e year 1,404,000 1,404, Basic & Diluted Earnings per shares on Weighted average Basis

16 Sr Statutory Audit Fees Internal Audit Fees Tax Audit Fees Certification Charges Audit Expenses 100,000 40,000 60,000 25,700 18,682 65,000 60,000 50,000 20,000 27,705 in Lacs Nature of Sr. Relationship Transaction 1. Nitin Caings Limited Significant Sales & Labour control of KMP Receipt Nitin Caings Limited Significant Purchase & control of KMP Labour Charges Nitin S. Kedia Director-KMP Director Rem. & Sitting Fees Director Rem. & 4. Nirmal B. Kedia Director-KMP Sitting Fees Director Rem. & 5. Nipun N. Kedia Director-KMP Sitting Fees 3.62 Director Rem. & 6. Shyamlal K. Agarwal Director-KMP Sitting Fees Deven M. Doshi Director Sitting Fees Arvind B. Jalan Director Sitting Fees 0.06 Description - Ferro Alloys - S.S. Scrap - Oers Total Description Imported Indigenous Total Raw Materials & Components % of Total Consumption Qty (MT) in Lacs Amount (50.145) (67.25) 1, , ( ) (1,215.28) (102.07) 1, , ( ) (1,384.60) Amount (Rs. In Lacs) Stores & Spares Parts % of Total Consumption Amount (Rs. In Lacs) (11.99) (165.96) , (88.01) (1,218.64) (100.00) (38.43) , (100.00) (1,384.60) (100.00) (38.43) Description Alloys Steel Caings (Static & Centrifugal) Qty in MT 3,000 3,000 As Per Our Report of Even Date Attached For Nitin Alloys Global Limited Description Qty in MT Opening Stock Production Closing Stock Quantity Quantity Quantity Dinesh Jajodia Proprietor Membership No Firm Regd. No W Mumbai, e 30 day of May, 2011 S. L. Agarwal Whole time Director Nipun N. Kedia Director Alloys Steel Caings - - 1, ( ) Description Alloys Steel Caings - Manufacturing in Lacs Qty in MT 1, , ( ) 2,