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Directors Report of Aadi Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors present the Twentieth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March, 2014.

Financial Results:

Financial Results for the year ended 31st March, 2014 are as under:

(Amount in Rs.)

Current Previous Financial Year Financial Year 2013-14 2012-13

Other Income 83,224,938 6,962

Loss before Depreciation, Interest and Tax (PBDIT) (129,315,089) -

Less: Interest 790,685 805,190

Depreciation 4,749,130 5,572,682

Loss before Taxation (134,854,903) (12,985,880)

Less: Provision for Taxes

- Deferred Tax Asset - 773,286

Loss after Taxation (134,854,903) (13,759,166)

Performance:

During the year under review, your Company has not carried out any operation. The Company has incurred a loss of Rs. 13.48 crores compared to Rs. 1.38 for the previous financial year.

Dividend:

Your Directors do not recommend final dividend for the Financial Year 2013-14.

Directors:

In accordance with the provisions of Companies Act, 2013, and Articles of Association of the Company, Mr. Rushabh Shah, Managing Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment. The Board of Directors recommends his re-appointment.

It is proposed to appoint Mr. Sadanand Kotnis and Ms. Kavita Jamsutkar as Independent Directors under the provisions of revised clause 49 of Listing Agreement and they also meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint them, in the ensuing Annual General Meeting, as Independent Director in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and respective resolutions for the appointment of independent director to this effect are incorporated in the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing from one of the members of the Company, signifying his intention to propose the candidatures of the said two Directors for the offices of Independent Directors of the Company, respectively. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of director by rotation shall not be applicable to appointment of Independent Directors.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

* in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departures were found;

* the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for the year;

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* the annual accounts for the year ended 31st March, 2014 have been prepared on going concern basis.

Public Deposits:

The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956.

Auditors:

M/s. K. S. Subramanyam & Co., Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and eligible for re- appointment. The retiring Auditors have furnished a certificate of their eligibility for re- appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue in the said office.

Auditors'' Report:

As regards observations of the Auditors for nonpayment of certain Statutory Dues and default in payment of dues to financial institutions / banks, the Board of Directors would like to state that the Company has not carried out any operations during the year under review. Hence, due to non availability of liquidity the said dues have been remained unpaid. Necessary steps have been taken to revive the Company in current financial year.

Corporate Governance:

A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto and form part of this report.

Particulars of Conservation of Energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange Earnings and outgo:

During the year under the review, your Company has neither undertaken any manufacturing activity nor any Research & Development activities nor imported any technology. Hence, particulars regarding conservation of energy & technology are not furnished.

The Company has neither earned nor expended any amount in foreign exchange during the year under review.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1968 and hence, no Particulars of Employees are required to furnish in connection with the said Rules.

Acknowledgements:

The Board wishes to place on record its sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to thank the employees at all levels for their hard work, commitment and invaluable contribution to the Company''s operations.

For and on behalf of the Board

Sd/- Rushabh Shah Chairman & Managing Director Date: 1st September, 2014 Place: Mumbai

REGISTERED OFFICE 320/7, Siddhivinayak Society, Hingwala Lane, Pant Nagar, Ghatkopar (East), Mumbai-400075 Phone: 022-25012768 E-mail: aadi.industries@hotmail.com


Mar 31, 2013

The Directors present the Nineteenth Annual) Report on the operations of the Company together with the audited accounts for the year ended 31st March, 2013.

Financial Results:

Financial Results for the year ended 31st March, 2013 are as under:

(Rs. in lacs)

Current Previous Financial Financial Year Year 2011-12 2012-13

Net Sales and other Income 0.07 5285.05

Profit before Depredation, Interest and Tax (PBDIT) (74.13) (31.79)

Less: Interest 0.00 128.07

Depredation 55.73 55.66

Profit before Taxation (129.86) (215.52)

Less: Provision for Taxes

Income Tax 0 0

Deferred Tax Asset 7.73 (52.99)

Prior Period Item 0 14.47

Profit after Tax (137.59) (177)

Please confirm the figures with signed financials

Performance:

During the year under review, the Company has not carried out any business due to internal and external factors. Your directors are putting their best efforts to recommence the activities.

Dividend:

In view of losses, your Directors do not recommend final dividend for the Financial Year 2012-13.

Directors:

Since the date of last Annual General Meeting, there were changes in the Board of Directors of the Company, the details of which are as under:

Mr. Sadanand Kotnis) Independent Director appointed as the Additional Director of the Company w.e.i. 28th January, 2013 to hold office up to the date of ensuing Annual General Meeting and being eligible offer himself for reappointment. The Company has received a notice under Section 257 of the Companies Act, 1956 proposing their candidature as Director of the Company.

Mr. Shrikant Naidu resigned from the office of director of the Company with effect from 28* January, 2013. The Directors place on record the benefit of his experience received by the Company during his tenure.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departures were found;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the loss of the Company for the year;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts for the year ended 31st March, 2013 have been prepared on going concern basis.

Public Deposits:

The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Auditors:

M/s. K. S. Subramanyam & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to be appointed as the statutory auditors in the said office. The Board recommends the appointment of M/s. K. S. Subrahmanyam & Co., Chartered Accountants as the Statutory Auditors for the financial year 2013-14. Members are requested to appoint auditors for the current year and to to fix their remuneration.

Auditors'' Report:

As regards observations of the Auditors for nonpayment of certain Statutory Dues, the Board of Directors would like to state that the Company has been passing through liquidity crunch and hence the said dues have been remained unpaid. Necessary steps have been taken to make the payment of the said outstanding statutory liabilities at the earliest.

Corporate Governance:

A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Cause 49 of the Listing Agreement are annexed hereto and form part of this report.

Particulars of Conservation of Energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange Earnings and outgo:

During the year under the review, your Company has neither undertaken any manufacturing activity nor any Research & Development activities nor imported any technology. Hence, particulars regarding conservation of energy & technology are not furnished.

The Company has neither earned nor expended any amount in foreign exchange during the year under review. Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no Particulars of Employees are required to furnish in connection with the said Rules.

Acknowledgements:

The Board wishes to place on record its sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to thank the employees at all levels for their hard work, commitment and invaluable contribution to the Company''s operations.

For and on behalf of the Board

Sd/-

Rushabh Shah

Chairman & Managing Director

Dated: 30th May, 2013

Place: Mumbai

REGISTERED OFFICE

320/7, Siddhivinayak Society,

Hingwala Lane, Pant Nagar,

Ghatkopar (East), Mumbai- 400075.


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report on the operations of the Company together with the audited accounts for the year ended 31sMarch, 2010.

Financial Results:

Financial Results for the year ended 31s March, 2010 are as under:

(Rs. in Lacs

Current Financial Previous Financial

Year 2009-10 Year 2008-09

Net Sales and other Income 7664.30 1011.97

Profit before Depreciation, Interest and Tax (PBDIT) 535.61 59.40

Less: Interest 230.54 22.07

Depreciation 41.03 2.16

Profit before Taxation 264.04 31.57

Less: Provision for Taxes

- Income Tax 67.94 4.71

- Deferred Tax Asset 16.62 13.33

Profit after Taxation 179.48 17.13

Balance brought from previous year 5.58 (11.55)

Balance available for appropriation 185.06 5.58

APPROPRIATION

Current Previous

Financial Year Financial Year

2009-10 2008-09

Proposed Dividend 50.00 0

Dividend Tax 8.50 0

Profit carried to Balance Sheet 126.56 5.58

Performance:

During the year under review, the Company commenced its manufacturing operations at Silvassa. The Company achieved sales of Rs. 7648.03 lacs and earned net profit after tax of Rs. 179.48 lacs compared to Rs. 1011.92 lacs and Rs. 17.13 lacs respectively for the previous financial year.

Project:

The Companys Project of manufacturing 4800 MT Shopping / Plastic Bags and 7200 MT of Tarpaulins / Wagon Cover at Silvassa was completed and after the successful trial run in March 2009, commissioned during the current financial year on stand by power connection. The power connection was made available to the Company by the Gujarat Electricity Board in the month of March 2010 and accordingly the entire manufacturing operations were commenced on full fledged basis thereafter. After detailed study on the current market prospects and considering the demand for Plastic / Shopping bags, the manufacturing of white plastic / shopping bags was undertaken. During the current financial year, the Company manufactured 3837.825 MT of plastic bags / shopping bags and 1644.782 of Tarpaulins. Barring some initial teething problems, the plant has been running at satisfactory level.

Current year outlook:

The Indian Plastic Industry is expected to maintain its growth rate in the current financial year considering investments by international companies in the automotive, electronics, food processing, healthcare, packaging and telecommunications industries.

The Company is well placed to compete in the market. The Company has plans not only to cater to the domestic demand but also international demand of white bags. Further it is proposed to also tap the market for the printed bags for the leading retail outlets of India. The Company has already initiated efforts towards these objectives by supplying its products in the international market through a company registered as Merchant Exporter. A team of marketing personnel has been appointed to tap the domestic market for the printed bags.

Presently, the ratio of trading and manufacturing sales is 40:60, which is expected to reduce gradually in the current financial year. With the power connection disbursed by the Company, the manufacturing facilities which is now being operated at 60% of the installed capacity, due to receipt of uninterrupted power supply, expected to achieve optimum level in couple of years. The Companys Printing Unit is also expected to commence its operations during the current financial year.

Barring unforeseen circumstances, your Directors are optimistic that the Company achieving better performance during the current year.

Dividend:

Your Directors are pleased to recommend maiden dividend @ Re. 0.50/- per share for the Financial Year 2009-10 subject to approval of the shareholders at the ensuing Annual General Meeting, which if approved, would absorb Rs. 58.50 lacs on account of dividend and tax thereon.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. R. Mehta Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Shardul Shah and Mr. Pravin Doshi resigned from the directorship of the Company during the year under review. The Board places on record its deep appreciation of the invaluable services rendered by Mr. Shardul Shah and Mr. Pravin Doshi during their respective tenure as Director of the Company.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no material departures were found;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31sl March, 2010 and of the profit of the Company for the year;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts for the year ended 31sl March, 2010 have been prepared on going concern basis.

Public Deposits:

The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Auditors:

M/s Sunderji Gosar & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Corporate Governance:

A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto and form part of this report.

Particulars of Conservation of Energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange Earnings and outgo:

Information relating to the Conservation of Energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange Earnings and Outgo pursuant to Section 217( 1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars of employees are required to be furnished in connection with the said Rules.

Acknowledgements:

The Board wishes to place on record its sincere appreciation for the continuous support received from Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board also takes this opportunity to thank the employees at all levels for their hard work, commitment and invaluable contribution to the Companys operations.

For and on behalf of the Board

Rushabh Shah

Chairman and Managing Director

Place: Mumbai

Dated: 28,h May 2010

 
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