Annual Report FY 2009-10 - Welspun

C rp Ltd• Spiral Pipe (API Grade) Project in Central IndiaConsidering the demand for pipes in the domestic market, your company is also initiating to set up a Spiral Pipe Mill in CentralIndia.The total capacity after completion of the above mentioned projects, has been mentioned in the Management Discussionand Analysis which forms a part of this Report.WITHDRAWAL OF PETITION FOR TRANSFER OF PLATE & COIL MILL DIVISIONDue to change in the circumstances since when the Board of your Company had initially approved the Scheme of Arrangement in thenature of demerger and transfer of Plate and Coil Mill Division of the Company to its then wholly owned subsidiary viz. Welspun SteelPlates and Coil Mills Pvt. Ltd. (the “Scheme”), your directors opined that going ahead with the Scheme would not be in the overallinterest of the Company. Hence, your directors decided not to pursue the Scheme and it was accordingly withdrawn.FUNDS UTILIZATIONDuring the year under report the Company has issued Foreign Currency Convertible Bonds and equity shares to QIB’s on privateplacement basis. Status of application of the funds is as under:• Proceeds from FCCB's of US$150 mn (2009-10) were utilized partly for meeting capital expenditure on Plate Cum Coil Mill at Anjar(US$23.73 mn), Spiral Pipe Project in Southern India (US$0.59 mn) and LSAW Project at Anjar (US$1.62 mn) and pendingutilization, the issue proceeds of US$122.35 mn have been invested in short term deposits with banks abroad. The entireamount of FCCB is outstanding as at the end of the year under Report.• Proceeds from QIP Issue of US$100 mn (2009-10) were utilized for general corporate purpose.DIRECTORSSince the last Annual Report of the Company no change in the directors of the Company took place except resignation of Mr. Braja K.Mishra w.e.f. 03.10.2009.In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. M.L.Mittal,Mr. K.H.Viswanathan and Mr. Rajkumar Jain retire by rotation at the forthcoming Annual General Meeting and being eligible, have beenrecommended for re-appointment.Details about these directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along withthe Annual ReportCHANGE OF NAME OF THE COMPANYWith effect from 27th April 2010, the name of the Company has been changed from Welspun-Gujarat Stahl Rohren Limited to WelspunCorp Limited.DIRECTORS' RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that:i) in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;ii)iii)iv)they have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable 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 yearand of the profit of the Company for the year under review;they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;they have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.AUDITORSYour Company's Auditors M/s. MGB & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible,have given their consent to act as the Auditors of the Company for the forthcoming tenure. Members are requested to consider theirre-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 ofthe Companies Act, 1956.11