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RMG ALLOY STEEL LIMITED (Formerly known as Remi Metals Gujarat Limited) 32 ND ANNUAL REPORT RMG ALLOY STEEL LIMITED (Formerlyknown as Remi Metals Gujarat Limited ) CIN:L27100GJ1993PLC COMPANY
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RMG ALLOY STEEL LIMITED (Formerly known as Remi Metals Gujarat Limited) 32 ND ANNUAL REPORT RMG ALLOY STEEL LIMITED (Formerlyknown as Remi Metals Gujarat Limited ) CIN:L27100GJ1993PLC COMPANY INFORMATION BOARD OF DIRECTORS Shri Atul Desai - Chairman Shri Abhishek Mandawewala - Director Shri Shashank Chaturvedi - Executive Director Shri Ashok Jain Shri Hanuman Kanodia ShriVSIyer AUDITORS M/S.Chaturvedi&Shah.,NarimanPoint,Mumbai BANKERS Bank of Baroda Lakshmi Vilas Bank Andhra Bank Federal Bank Corporation Bank REGISTEREDOFFICE Plot No. 1, G.I.D.C Industrial Estate, Valia Road, Jhagadia, Dist. Bharuch, Gujarat LISTING OF SHARES THE BOMBAY STOCK EXCHANGE LTD, MUMBAI Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai CORPORATE OFFICE B/9, Trade world, Kamala mills compound, S.B.Marg,LowerParelMumbai , Tel: / , Fax: Website:www.rmgalloysteel.com CONTENTS...PAGENO. Notice...1 Directors' Report...8 Management Dicussion &AnalysisReport...10 CorporateGovernanceReport...12 Auditors'Report...18 Balance Sheet...20 ProfitandLossAccount...21 Cash Flow Statement...22 Notes...23 RMG ALLOY STEEL LIMITED (Formerly known as Remi Metals Gujarat Limited ) NOTICE To, The Members NOTICE is hereby given that the 32nd Annual General Meeting of RMG Alloy Steel Limited (Formerly known as Remi Metals Gujarat Limited) will be held at its Registered Office, Plot No.1, G.I.D.C Industrial Estate, Valia Road, Jhagadia, Dist. Bharuch, in the state of Gujarat on Monday, 29th September 2014, at P.M. to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheetasat31stMarch2014andtheAuditedProfitand LossAccountfortheyearendedonthatdate. 2. ToappointaDirectorinplaceofMrShashankChaturvedi who retires by rotation, and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr Abhishek Mandawewala who retires by rotation, and being eligible, offers himself for re-appointment. 4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, asamendedfromtimetotime,m/s.chaturvedi&shah, Chartered Accountants (Firm Registration No W), be and is hereby re-appointed as Statutory Auditors of the Company for the period of three years commencing from the conclusion of the forthcoming 32nd Annual General Meeting and expiring at the conclusion of the 35th Annual General Meeting to be held for financial year (subject to ratification of their appointment at every Annual General Meeting), atsuchremunerationasshallbefixedbytheboardof DirectorsoftheCompany. SPECIAL BUSINESS 5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: 149, 150,152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. Atul Desai, the retiring Director who has been appointed by the Board of Directors as an independent director, be and is hereby appointed as an independent director for five years with effect from 27thMay2014to26thMay To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. Ashok Jain, the retiring Director who has been appointed by the Board of Directors as an independent director, be and is hereby appointed as an independent director for five years with effect from 27thMay2014to26thMay To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the companies (share capital and debentures) Rule 2014 and regulations as may be applicable in view of the nature of the transaction concerned, provisions in the Memorandum of Association and Articles of Association of the Company, the consent, approvalandsanctionofthecompanybeandishereby accorded to the Board of Directors(hereinafter referred to as constituted by the Board) to issue and allot 63,76,000 12% Redeemable Preference shares of Rs.10 each at a premium of Rs.25/- per shares aggregating to Rs. 22,31,60,000/-(Rupees Twenty two crores Thirty-one lacs Sixty Thousand only) to the Promoter/Co-promoter/ Strategic Investor, on the terms as prescribed hereunder: a) Theprioritywithrespecttopaymentofdividendor repaymentofcapitalvisavisequityshares:- - Payment of Dividend or repayment of capital in case of Preference shares shall have priority over Equity shares; b) The participation in surplus fund- -Nil c) The participation in surplus assets and profits on winding-up which may remain after the entire capital has been repaid- -Nil; d) the payment of dividend on cumulative or noncumulative basis- - payment of dividend on cumulative basis; e) the conversion of preference shares into equity shares: - Not convertible f) the voting rights- - No voting rights; 1 32ND ANNUAL REPORT g) the redemption of preference shares- - Preference shares are redeemable at a premium of Rs.25/- per share in three equal annual installments payable from the end of eight years totenyearsfromthedateofallotment. 8. Toconsiderand,ifthoughtfit,topass,with orwithout modifications, the following resolution as a Special Resolution: RESOLVED pursuant to Section 88 of the Companies Act 2013 read with Rule 5 of the Companies (Management and Administration) Rules 2013 that the Register and index of Members separately for each class of equity as prescribed under Section 88 of the CompaniesAct,2013bekeptattheofficeofBigshare Services Private limited, Registrar and Transfer agent (R& T Agent) situated at E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki naka, Andheri (E), Mumbai ortoanyotherplaceasmaybedecidedbythe R&TAgentatitsofficesituatedinMumbai. 9. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Kiran J. Mehta & Co., the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2015, at a remuneration of Rs. 75,000/- plus travelling expensesandoutofpocketexpensesasmaybefixed by the Board. 10. Toconsiderand,ifthoughtfit,topass,with orwithout modifications, the following resolution as a Special Resolution: 14 and all other applicable provisions of the Companies Act, 2013 read with Companies(Incorporation) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company; RESOLVED FURTHER THAT the Board of Directors of thecompanybeandisherebyauthorizedtodoallacts and take all such steps as may be necessary, proper orexpedienttogiveeffecttothisresolution. NOTES: 1. AMemberentitledtoattendandvoteattheAnnual General Meeting(AGM) is entitled to appoint a proxy toattendandvoteinsteadofhimselfandtheproxy neednotbeamemberofthecompany. 2. The instrument appointing the proxy, in order to be effective, must be deposited at the Company Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company.Incaseaproxyisproposedtobeappointed byamemberholdingmorethan10%ofthetotalshare capital of the Company carrying voting rights, then such proxyshall not act asaproxyforanyotherpersonor shareholder. 3. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representatives to attend andvoteontheirbehalfatthemeeting. 4. A statement pursuant to Section 102 (1) of the Companies Act, 2013, relating to the Special business to be transacted at the meeting is annexed hereto. 5. Members are requested to bring their attendance slip alongwiththeircopyofannualreporttothemeeting. 6. In case of joint holders attending the meeting, the Member whose name appears as the first holder in theorderofnamesaspertheregisterofmembersof the Company will be entitled to vote. 7. TheRegisterof MembersoftheCompanywillremain closed from Tuesday,23rd September 2014 to Thursday, 25th September 2014, both days inclusive. 8. All correspondence pertaining to Equity Shares should be forwarded to the Company Transfer Agent M/s. Bigshare Service Pvt. Ltd. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri(E),Mumbai to immediately inform their change of address, change of address or consolidation of folios, if any, to the Company 9. Members holding shares in dematerialized form are requested to intimate immediately any change pertaining to their bank details, Electronic Clearing 2 RMG ALLOY STEEL LIMITED (Formerly known as Remi Metals Gujarat Limited ) Service(ECS), mandates, change of address, change of name, address, contact numbers, etc., to their Depository Participant(DP). Changes intimated to the DP will then be automatically reflected in the Company the Company Bigshare Service Pvt. Ltd to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to M/s. Bigshare Service Pvt. Ltd, Registrars and Transfer Agents. 10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in the securities market. Members holding shares in electronic form, are therefore requested to submit the PAN to their Depository participants and members holding shares in physical form can submit their PAN details to the Company. 11. The Company will send full Annual Reports in electronic mode to its Members who have registered their addresses for the purpose. Those shareholders who havenotgottheir addressregisteredorwishto updateafresh addressmaydosobysubmitting the attached Registration-Cum Consent Form tothecompanyortheregistrarandtransferagentof the Company consenting to send the Annual Report and otherdocuments in electronic form at the said e- mail address. 12. The shareholders who wish to nominate, any person to whom his securities shall vest in the event of his death may do so by submitting the attached nomination Form to the Company or the Registrar and Transfer Agent of the Company. A nomination may be cancelled, or varied by nominating any other person in place of the present nominee, by the holder of securities who has made the nomination, by giving a notice of such cancellation or variation. 13. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to M/s. Bigshare Service Pvt. Ltd, Registrars and Transfer Agent, for consolidation into a single folio. 14. The Notice for the Annual general meeting and the Annual Report will be available for inspection at the Registered Office of the Company on all working days between 10:00 a.m. to 12:00 noon upto the date of Annual General Meeting. The Notice shall also be available on the Company 15. The businesses mentioned in this Notice may be transacted through electronic voting system, the process and manner and such other details are as under: a. In compliance with provisions of Section 108 of thecompaniesact,2013readwithrule20ofthe Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 32nd Annual general meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL). The e-voting facility is available at the link https:// Initial password as below is given in the attendance slip for the AGM EVEN User ID Password / PIN (E-voting event number) The e-voting facility will be available during the following voting period: Commencement of e-voting End of e-voting Tuesday, Thursday, 23rd September th September 2014 Please read the instructions printed overleaf before exercising the vote. These details and instructions form integral part of the NoticefortheAnnualGeneralMeetingtobeheldonMonday, 29th September 32ND ANNUAL REPORT INSTRUCTIONS FOR E-VOTING Members are requested to follow the instructions below to cast their vote through e-voting: I. In case a Memberreceives an from NSDL (for Members whose addresses are registered with the Company/Depositories): a. Open the and also open PDF file namely or Folio No.as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password. b. Open the internet browser and type the following URL: https://www.evoting.nsdl.com. c. Click onshareholder d. If you are already registered with NSDL for e-voting then you can use your existing user ID and password. e. Ifyouarelogginginforthefirsttime,pleaseenter theuseridandpasswordprovidedinthepdffile attached with the as initial password. f. The Password Change Menu will appear on your screen.changetoanewpasswordofyourchoice, makingsurethatitcontainsaminimumof8digits or characters or a combination of both. Please take utmost care to keep your password confidential. g. Oncethe e-votinghomepage opens,click on voting h. Select AlloySteelLimitedforandEVEN,youcanloginany number of times on e-voting platform of NSDL till you have voted on the resolution during the voting period. i. Nowyouarereadyfore-votingasCastVotepage opens. j. Cast your vote by selecting appropriate option and click on prompted. k. Upon confirmation, the message successfully l. Oncethevoteontheresolutioniscast,theMember shall not be allowed to change it subsequently. m. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through to with a copy marked to n. Incaseofanyqueries,youmayrefertheFrequently Asked Questions (FAQs) - Shareholders and e- voting user manual - Shareholders, available at the download section of II. IncaseaMemberreceivesphysicalcopyoftheNotice of AGM(for Members whose addresses are not registered with the Company/Depositories): a. Initial password is provided in the enclosed Attendance slip: EVEN (E-Voting Event Number), user ID and password. b. Please followall steps from Sl. No. (b) to Sl. No. (n)above,tocastvote. III. Other Instructions: a. OncethevoteonaresolutioniscastbytheMember, he shall not be allowed to change it subsequently. b. ThevotingrightsofMembersshallbeinproportion totheirsharesofthepaidupequitysharecapital ofthecompanyasonaugust8,2014. c. Mr. A L Makhija, Practicing Company Secretary (Membership No. ACS 5087), has been appointed as the Scrutinizer to scrutinize the e-voting process. d. The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e- voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Companyand make a Scrutinizer thevotescastinfavouroragainst,ifany,forthwith to the Chairman of the Company. e. The result of voting shall be declared by the Chairman of the meeting on or after AGM of the Company. The results declared alongwith the Scrutinizer Company willbecommunicatedtothebseltd. Place: Mumbai Date: 12th August 2014 ByOrderoftheBoard Shashank Chaturvedi Executive Director Registered Office of the Company: Plot No.1, G.I.D.C Industrial Estate, Valia Road, Jhagadia, Dist: Bharuch, Gujarat Corporate Identity Number: L27100GJ1993PLC Phone: , Fax: , Website: 4 RMG ALLOY STEEL LIMITED (Formerly known as Remi Metals Gujarat Limited ) EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013 AND THE INFORMATION AS REQUIRED PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT ITEMNO.5 Mr.AtulDesaiisapartnerofM/s.Kanga&Co.,leadingLawfirm.Mr.AtulDesaihasattendedlargenumberofmattersrelating to merger, amalgamation, litigations, arbitration involving commercial dispute etc. He is a director of the Company since 15th November 2008 and is a retiring director. BoardofdirectorsoftheCompanyattheirmeetingheldon27thMay2014hasopinedthatMr.AtulDesaifulfilsallconditions for appointment as an independent director specified in Companies act 2013 particularly Section 149(6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable rules and regulations. HedoesnotholdanyshareintheCompany. Directorship in other companies: TCFC Finance Ltd, JSW Holdings Ltd, Welspun Syntex Limited, Welspun Global Brands Limited, Auchtel Products Ltd, Welspun Investments and Commercials Ltd, Welspun Projects Ltd, Welspun Energy Private Limited, Welspun Enterprises limited Membership/Chairmanship of committees in the Company and other Companies: Sr. No Name Of The Company Name Of Committee Member/ Chairman 1 TCFC Finance Ltd Audit Committee Member Share Transfer& Investor Grievance Committee Member 2 JSW Holdings Ltd Audit Committee Chairman Remuneration Committee Member 3 Welspun Syntex Ltd Audit Committee Member Share Transfer& Investor Grievance Committee Remuneration committee Chairman Member 4 Welspun Projects Ltd. Audit Committee Member Remuneration committee Share Transfer and Investor Grievance committee Member Chairman 5 Welspun Global Brands Ltd. Audit Committee Member Remuneration committee Member 6 Welspun Enterprises Ltd Audit committee Member 7 RMG Alloy Steel Ltd Audit committee Chairman Remuneration Committee Share Transfer and Investor Grievance committee Chairman Chairman 8 Welspun Investments & Share Transfer and Investor Grievance committee Member Commercials Ltd. Audit committee Member Remuneration Committee Member NoneofthekeymanagerialpersonnelordirectorsoftheCompanyortheirrelativesexceptMr.AtulDesaihimselfmaybe deemed to be concerned or interested in this resolution. Shareholders 5 32ND ANNUAL REPORT Item No.6 Mr.AshokJainaged63years.HeisCharteredAccountantandhasmorethan40yearsofexperienceinthefieldoffinance, accounts&banking.heisadirectorofthecompanysince7thfebruary2013andisaretiringdirector. BoardofdirectorsoftheCompanyattheirmeetingheldon27thMay2014hasopinedthatMr.AshokJainfulfilsallconditions for appointment as an independent director specified in Companies act 2013 particularly Section 149(6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable rules and regulations. HedoesnotholdanyshareintheCompany. He is director of Welspun Wintex Limited, Welspun Natural Resources Pvt. Ltd, Welspun Anjar Sez Limited, Besa Developers and Infrastructure Pvt Ltd. Heis amemberonauditcommitteeandfinancecommitteeofthecompany. NoneofthekeymanagerialpersonnelordirectorsoftheCompanyortheirrelativesexceptMr.AshokJainhimselfmaybe deemed to be concerned or interested in this resolution. Shareholders ITEMNO.7 The Company is registered as a sick company under Sick Industrial Companies Act(SICA) BIFR has stipulated while sanctioning scheme of revival in their sch
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