Directors Report of Belapur Industries Ltd.

Mar 31, 2014

The Members Belapur Industries Ltd.

The Board of Directors present their Fifty-Eighth Annual Report together with the Audited Accounts for the year ended on 31st March 2014.

2. FINANCIAL RESULTS : 2012 -2013 2013-2014 2012-2013 Rupees Rupees

Sales /Service Charges -

Other Income 1,58,50,885 2,60,10,542

1,58,50,885 2,60,10,542

Total Expenditure 1,53,66,580 2,02,92,081

Financial Expenses 1,31,233 1,32,009

Deffered Exp. on Sand Pits - -

Gross (Loss) / Profit before Depreciation 3,53,072 55,86,452

Depreciation 1,43,689 13,04,792

Income Tax Paid (On Refund) / - -

Debit Balance Written - -

Net (Loss)/Profit after Depreciation (7,90,617) 42,81,660

(7,90,617) 42,81,660

(Loss) brought from Previous Year (3,70,16,199) (4,12,97,859)

(Loss) Carried Forward (3,78,06,816) (3,70,16,199)

3. DIVIDEND:

The Directors regret their inability to recommend Dividend for the year due to loss carried forward by the Company.

4. Grapes: The Board of Directors were satisfied with the grapes plantation and were expecting a Good result during the financial year ended 31st March 2014. But regret to state that due to Poor Monsoon of the plantation was damaged. Thus there was no other alternative, than to go for some other agricultural Products, in order to cover the damages.

5. DIFFERENTIAL LEVY SUGAR PRICES:

The Members may be aware that the Company had already received from the Ministry of Finance Differential amount in the year 1996-97 towards differential Levy Sugar Price for the seasons 1974- 75 to 1979-80 as per revised price notification issued by Government as per the Order of the Supreme Court dated 22nd September 1993.

While fixing the revised prices the Government ignored the element of additional cane price payable by the Sugar producers under Clause 5Aof the Cane (Control) Order 1966. The Industry therefore filed a Civil Application in the Supreme Court for an appropriate direction to the Union Government to amend the rectifications of refixation of levy prices taking into account the liability of the sugar producers under Clause 5A of the Sugar Cane (Control) Order 1966. The Supreme Court by its judgement dated 28th January 1997 vindicated the stand and directed the Union Government to issue and directed to issue an additional revised prices for the seasons 1974-75 to 1979-80 as per Order dated 31st July 1998. However the claims for difference in prices is yet to be settled by the Government. The Company is vigorously following up the matter to get the differential amount including differential amount including differential amount in respect of supplies for Army Purchase and Exports.

6. DIRECTORS:

As per the requirements of the Companies Act, 1956 and the Articles of Associations of the Company Shri. B. B. PATIL is due to retire at the ensuing Annual General Meeting and being eligible offers himself for re appointment.

EXTRACT OF DIRECTOR''S REPORT

In accordance with the provisions Section 149 of the Companies Act, 2013, every listed Company is required to appoint at least 1/3 of its Board of Directors as Independent Directors.

The Company has received requisite notice in compliance with the provisions of Section 160 of the Companies Act, 2013 proposing Mr. Kiran Kantilal Patel, Mr. Sadanand Bapu Mandlik & Mr. Malik Mansurali Keshwani, as Independent Directors of the Company as well as declarations from Mr. Kiran Kantilal Patel, Mr. Sadanand Bapu Mandlik & Mr. Malik Mansurali Keshwani that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Hence in accordance with the provisions of Sections 149,150,152 and other applicable provisions, if any of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Board recommends appointment of Mr. Kiran Kantilal Patel, Mr. Sadanand Bapu Mandlik & Mr. Malik Mansurali Keshwani, as Independent Directors of the Company for the consecutive term of five years w.e.f. 01.10.2014.

7. DEPOSITS:

The Company has not accepted any deposits from the public during the year under Report.

8. PARTICULARS OF EMPLOYEES:

Particulars of Employees, as required under Section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 are not given since none of the employees has drawn remuneration in excess of the amount prescribed thereunder.

9. AUDITORS''REPORT:

Observations made in the Auditors'' Report are self explanatory; do not call for any further comments under Section 217(3) of the Companies Act, 1956.

10. AUDITORS

M/s. N. S. Naik & Company - Chartered Accountants, Shrirampur, Auditors of the Company retire at the Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter confirming their eligibility and willingness to be re-appointed as Auditors of the Company. The Members are requested to appoint Auditors for the Current Year and fix their remuneration.

11. POLLUTION, ENVIRONMENT AND SAFETY:

Adequate anti pollution measures for the protection of environment and industrial safety have been taken at our Harigaon Factory. Such measures are being reviewed from time to time to ensure full compliance with statutory requirements.

12. REGISTRAR OF TRANSFER AGENTS:

The Securities & Exchange Board of India (SEBI) has made for all listed Companies to have a common agency for physical and electronic share registry work by 31st March 2003. Accordingly the Company has appointed Purva Sharegistry (I) Pvt. Ltd., (R &TA) with effect from 01.04.2003 to handle physical and electronic registry work.

13. DIRECTORS'' RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, Directors of your Company confirm: that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures; that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the annual account have been prepared on a going concern basis.

14. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per provisions of Companies Act, 1956 comprising of Shri. Avinash Adik, Shri B.B. Patil, and Shri R.T. More Directors of the Company.

15. COMPLIANCE CERTIFICATE:

As required to Section 383 A of the Companies Act 1956, the Compliance Certificate for the year ended 31st March 2014 from the Practising Company Secretary has been attached to the Directors report.

16. ACKNOWLEDGEMENT:

We record our appreciation for the co-operation received from our employees, and the Government of Maharashtra during the year. The Board of Directors also express itsgratitude to all the shareholders ofth Company for having shown big deal of patience and giving support to the present Management in taking steps for revival of the Company.

By order of the Board of Directors G W Adik Shrirampur, 29th May 2014 Chairman & Managing Director

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Mar 31, 2010

The Board of Directors present their Fifty-Fourth Annual Report together with the Audited Accounts for the year ended on 31st March 2010.

2. FINANCIAL RESULTS :

2009- 2010 2008 - 2009 Rupees Rupees

Sales /Service Charges - -

Other Income 1,26,90,438 1,45,68,368

1,26,90,438 1,45,68,368

Total Expenditure 1,14,87,983 1,20,12,805

Financial Expenses 1,42,462 1,54,471

Deffered Exp. on Sand Pits 2,94,734 3,10,829

Loss on sale of cattle - 4,89,450

Gross (Loss)/Profit before Depreciation 7,65,259 16,00,813

Depreciation 16,66,635 18,99,692

Income Tax Paid (from Refund) - 12,06,262

Net (Loss) /Profit after Depreciation (9,01,376) (15,05,141)

(9,01,376) (15,05,141)

(Loss) brought from Previous Year (3,33,60,299) (3,18,55,158)

(Loss) Carried Forward (3,42,61,675) (3,33,60,299)



3. DIVIDEND : The Directors regret their inability to recommend Dividend for the year due to loss carried forward by the Company.

4. Grapes: As was mentioned in the previous Annual Report result of the plantation was quite satisfactory during the financial year but due to bad weather the output was less than last year. Instead of selling the grapes as table grapes in open market it was decided to convert them into resins to get better realisation. .The resins are not yet marketed the same will be accounted as and when it is realised. It was also mentioned in previous Annual Report that the Management was trying to set up Dairy & Ethonol project but nothing could be done as they are due to adverse conditions. The Board of Directors are making all efforts to have the Company as an Operational one, with some other Agricultrial product during next finacial year.

5. DIFFERENTIAL LEVY SUGAR PRICES :

The Members may be aware that the Company had already received from the Ministry of Finance differential amount in the year 1996-97 towards differential Levy Sugar Price for the seasons 1974- 75 to 1979-80 as per revised price notification issued by Government as per the Order of the Supreme Court dated 22nd September 1993.

While fixing the revised prices the Government ignored the element of additional cane price payable by the Sugar producers under Clause 5A of the Cane (Control) Order 1966. The Industry therefore filed a Civil Application in the Supreme Court for an appropriate direction to the Union Government to amend the notifications of refixation of levy sugar prices taking into account the liability of the sugar producers under Clause 5A of the Sugar Cane (Control) Order 1966. The Supreme Court by its judgement dated 28th January 1997 vindicated the stand and directed the Union Government to issue an additional revised prices for the seasons 1974-75 to 1979-80 as per its Order dated 1st July 1998. However the claims for difference in prices is yet to be settled by the Government. The Company is vigorously following up the matter to get the differential amount including differential amount in respect of supplies made for Army Purchase and Exports.

6. DIRECTORS :

As per the requirements of the Companies Act, 1956 and the Articles of Associations of the Company Shri. R.T.More is due to retire at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

7. DEPOSITS :

The Company has not accepted any deposits from the public during the year under Report.

8. PARTICULARS OF EMPLOYEES :

Particulars of Employees, as required under Section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 are not given since none of the employees has drawn remuneration in excess of the amount prescribed thereunder.

9. AUDITORS REPORT :

Observations made in the Auditors Report are self explanatory; and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

10. AUDITORS

M/s. N. S. Naik & Company - Chartered Accountants, Shrirampur, Auditors of the Company retire at the Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from the Auditors confirming their eligibility and willingness to be re-appointed as Auditors of the Company. The Members are requested to appoint Auditors for the Current Year and fix their remuneration.

11. POLLUTION, ENVIRONMENT AND SAFETY :

Adequate anti pollution measures for the protection of environment and industrial safety have been taken at our Harigaon Factory. Such measures are being reviewed from time to time to ensure full compliance with statutory requirements.

12. REGISTRAR OF TRANSFER AGENTS :

The Securities & Exchange Board of India (SEBI) has made it mandatory for all listed Companies to have a common agency for physical and electronic share registry work by 31st March 2003. Accordingly the Company has appointed Purva Sharegistry (I) Pvt. Ltd., as Registrar and Transfer Agent (R & TA) with effect from 01.04.2003 to handle physical and electronic share registry work.

13. DIRECTORS RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956 :

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors of your Company confirm: that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures; that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the loss of the Company for the year ended on that date; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; that the annual account have been prepared on a going concern basis.

14. AUDIT COMMITTEE :

The Company has constituted Audit Committee as per provisions of Companies Act, 1956 comprising of Shri B.B. Patil, and Shri R.T. More Directors of the Company.

15. COMPLIANCE CERTIFICATE :

As required to Section 383 A of the Companies Act 1956, the Compliance Certificate for the year ended 31st March 2010 from the Practising Company Secretary has been attached to the Directors report.

16. ACKNOWLEDGEMENT :

We record our appreciation for the co-operation received from our employees, and the Govern- ment of Maharashtra during the year. The Board of Directors also express its gratitude to all the shareholders of the Company for having shown big deal of patience and giving support to the present Management in taking steps for revival of the Company.



By Order of the Board of Directors

G.W.ADIK

Mumbai : 26th August, 2010 Chairman & Managing Director