| 1. In the opinion of the Board of Directors
The Hon'ble BIFR has examined the DRS and circulated the same. In the
hearing to be held in the month of November 2014, the order for the
same would be passed and subject to the direction of BIFR, the paid up
share capital of the Company of Rs.104300000 consisting of 10430000
equity shares of Rs.10/- each fully paid up shall be written off to
Rs.41720000 consisting of 10430000 equity shares of Rs.4/- each by
effecting a reduction of Rs.62580000 from the paid up capital of the
company by Rs.6/- per equity share of Rs.10/- each.Simultaneously with
writing down of existing equity share capital of Rs.1043 lacs by 60%
through write of accumulated losses against face value of share and
thus reduce Face Value of Share from Rs. 10 to Rs.4/-. Therefore, fresh
issue of equity shares of Rs.600 lacs (150 lacs shares at Rs. 4 per
share) to the promotersfor expansion of business. And subject to the
approval of this scheme of Rehabilitation and subject to thedirection
of BIFR, the BSE/NSE to open the trading which has been suspended by
the stock exchanges and also to list the further issued capital as
provided in the scheme.
SECURITY EXCHANGE BOARD OF INDIA (SEBI) to consider :
To grant exemption to the company from the provisions of SEBI
Guidelines for Preferential Allotment of Shares,SEBI (Substantial
Acquisition of shares & Takeovers) Regulations, 1997, SEBI (Disclosure
& Investor Protection) Guidelines, 2000, SEBI (Central Listing
Authority) Regulations,2003 and ceiling on promoters holding and any
other applicable Rules and Regulations for the issue of equity shares
to the Promoters as envisaged under the Scheme, provided such equity
shares shall be locked in for a period of three years in case allottees
are non-promoters. NATIONAL STOCK EXCHANGE/BOMBAY STOCK EXCHANGE to
consider: Stock Exchange(s) on which the shares of the company are
listed shall:
i) Revoke the suspension of trading of the equity shares forthwith and
list the reduced shares as well as shares allotted in terms of the
sanctioned scheme without any cost of charges;
ii) Exempt the Company from the provisions of the Companies Act, SEBI
Guidelines and the listing requirements
2. Payment to Directors
Payment made to Directors Includes reimbursement of Club Expenses and
Other Expenses of Rs. 157924.37 plus mobile Expenses of Rs. 118373/-
(Previous Year Club Expenses Rs.211344/- and Mobile Expenses Rs.
180183/-
3. Previous years figures are regrouped, re-classified and rearranged
wherever necessary to make them comparable with the Current years
figures.
4. Details relating to balances due to S.S.I. units are not readily
available and thus not shown.
5. Related Party Disclosures :
The disclosures pertaining to the related parties as required by the
Accounting Standard As-18 Issued by the Institute of Chartered
Accountants of India, as applicable, are indicated below:
(i) Other related parties like Associates
* B.R.Corporation*
* Dhiraj Iron & Steel Ltd.*
* K.M.Properties Ltd
* Dhiraj Alloy & Stainless Steel Pvt.Ltd.*(previously known as Dhiraj
Mercantile Pvt. Ltd.)
ii) Key Management Personnel
* Mr. Kiran D. Jangla Managing Director
* Mr. Hiten D. Jangla, Jt. Managing Director
* Indicate no transactions during the year with these related parties.
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