Mar 31, 2015
DEAR MEMBERS,
The Directors have pleasure in presenting the 32nd Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2015.
1. FINANCIAL SUMMARY
Amount [Rs. in Lakhs]
Particulars 2014-2015 2013-2014
Operating income 3804.38 1225.16
Profit/(Loss) before Depreciation (1475.67) (1225.03)
Less: Depreciation 4.09 14.58
Profit/(Loss) for the year before Tax (1479.76) (1239.61)
Provision for taxation 0.00 0.00
Profit/(Loss) after Tax (1479.76) (1239.61)
Reserves and Surplus (2782.63) (1214.64)
FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review your Company's operating income was of Rs.
3804.38 Lacs as compared to Rs. 1225.16 lacs during the previous year.
The Company has incurred a loss of Rs. 1479.76. Lacs as compared to Rs.
1239.61 Lacs during the previous year.
Further, there has been no change in the nature of the business during
the period under review.
2. DIVIDEND
In view of loss during the year under review, your directors do not
recommended any dividend to the shareholders.
3. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have taken place between the end of
financial year of the Company to which balance sheet relates and date
of report, which affects the financial position of the Company.
4. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of
Chapter V of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014.
5. SHARE CAPITAL
There was no change in the Company's share capital during the year
under review.
The Company's paid up share capital is Rs. 18,68,12,620 comprising of
36,81,262 equity shares of Rs. 10 each and 15,00,000 10%
Non-Cumulative, Non-Convertible redeemable Preference shares of par
value of Rs. 100 /- each.
6. DIRECTORS
During the year under review, the company has appointed Mr. Saurabh
Khandelwal as a Whole-time Director of the Company w.e.f. 12.11.2014
and Ms. Babika Goel as the Additional Director of the Company w.e.f.
14.02.2015.
In accordance with the provisions of the Section 152 of the Companies
Act, 2013 and the company's articles of association, Mr. JP Lath,
Director retires by rotation at the forthcoming Annual General Meeting
and being eligible offer himself for re- appointment.
All independent directors have given declarations that they meet the
eligible criteria of independence as provided in
sub-section (6) of section 149 of the Companies Act, 2013 and clause 49
of the Listing agreement. There are three Independent Directors namely
Sh. Amitabh Sharma Mudgal, Sh. Rajiv Poddar and Sh. Raj Kumar Sachdev.
Directors of the Company are not related to each other in accordance
with section 2(77) of the Companies Act, 2013 and Rule 4 of the
Companies (Specification of Definitions Details) Rules, 2014.
As per clause 49 (IV) (G) of the listing agreement, the required
details of directors appointed/reappointed during the year is given in
Annexure 1
7. DIRECTOR'S RESPONSIBILITY STATEMENT
The Company has taken utmost care in its operations, compliance,
transparency, financial disclosures and financial statements have been
made to give a true and fair view of Company. As required under Section
134(5) and Section 134 (3), and based upon the detailed representation,
due diligence and inquiry thereof and your Board of Directors assures
and confirm as under:
a) In preparation of Annual Accounts for the financial year ended 31st
March, 2015, the applicable Accounting Standards have been followed and
there are no material departures from the same;
b) The selected accounting policies were applied consistently and the
Directors made judgments and estimate that are reasonable and prudent
so as to give a true and fair view of Company as at 31st March, 2015
and the profit of the Company for that period;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on 'going concern basis';
e) The internal financial controls have been laid down by the company
and such financial controls were adequate and operating effectively
and;
f) Proper systems have been devised in compliance with the provision of
the all applicable laws and such systems were adequate and operating
effectively.
8. INTERNAL CONTROLS & INTERNAL FINANCIAL CONTROLS
Internal Control systems are an integral part of company's corporate
governance. Your Company has effective internal control environment.
Control systems have documented policies, checks and balances,
guidelines and procedures that are supplemented by robust internal
audit processes and monitored continuously by periodical reviews by
management which provides reasonable assurance that all assets are
safeguarded; transactions are authorized, recorded and reported
properly. Your Company has an independent MIS and Audit Department to
oversee the day-to- day functioning of the Company. The Company has
proper budgeting system and the actual performance is continuously
evaluated and the corrective measures are taken from time to time. The
internal control system is designed to ensure that all financial and
other records are reliable for preparing financial statements, other
data and for maintaining accountability of assets.
9. LISTING OF SHARES
The Company's Equity Shares are presently listed at the Bombay Stock
Exchange, Mumbai. The Company has made application to The Delhi Stock
Exchange Association Ltd., The Calcutta Stock Exchange Association
Ltd., The Jaipur Stock Exchange and The Stock Exchange, Ahmedabad for
delisting of its equity shares but application has remained pending so
far. Further, Company got its shares delisted from the Madhya Pradesh
Stock Exchange on 23rd April, 2015.
*Bombay Stock Exchange Ltd. *The Calcutta Stock Exchange Assoc. Ltd.
Phiroze Jeejeebhoy Towers, 7, Lyons Range
Mumbai - 400 001 Kolkata - 700 001
*The Stock Exchange, Ahmedabad
Kamdhenu Complex, Opp. Sahajanand
College Panjarapole, Ahmedabad-380015
STOCK CODE:
Scrip Code, BSE : 532078
Demat ISIN No. in NSDL & CDSL : INE407E01029
10. DECLARATION BY INDEPENDENT DIRECTORS
The company has received the necessary declaration from each director
in accordance with Section 149(6) of the Companies Act, 2013 that
he/she meets the criteria of Independence as laid out in Section 149(6)
of the Companies Act, 2013 and clause 49 of the listing agreement.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the listing agreement, the Board evaluated the effectiveness of its
functioning and that of Committees, Key Managerial Personnel &
individual Directors by seeking their inputs on various aspects of
Board/ Committee Governance. Further, the Independent Directors at
their meeting reviewed the performance of Board, Chairman of the Board
and Non- executive Directors.
12. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. Further, there have been no materially significant
related party transactions between the Company and the Directors, the
management, the subsidiaries or the relatives except for those
disclosed in the financial statements. Accordingly, particulars of
contracts or arrangements with related parties referred to in Section
188(1) along with the justification for entering into such contract or
arrangement in Form AOC-2 does not form part of the report.
13. KEY MANAGERIAL PERSONNEL
During the year under review following KMP changes took place:
Sr.No. Name of Directors Designation Date of Appointment
at Current
Designation
1. Sh. Sourabh Khandelwal Whole-time Director 22/11/2014
2. Sh. Saurav Kumar Pradhan CFO 14/02/2015
3 Ms. Khushboo Sharma CS 31/03/2015
14. AUDITORS
I) Statutory Auditor
The Auditors report is without any qualifications and notes to the
accounts as referred in the Auditors Report are self- explanatory and
therefore, do not call for any further comments or explanations.
M/s O.P. Bagla & Co., Chartered Accountants, Firm Registration No.
000018N, New Delhi, who were auditors of the Company hold office upto
the forthcoming Annual General Meeting and are recommended for
reappointment to audit the Accounts of the Company for the FY2015-16.
As required under the provisions of Sec 139 of the Companies Act, 2013,
the Company has obtained a written confirmation from Messers O.P. Bagla
& Co. that their appointment, if made, would be in conformity with the
limit specified in the said Section.
ii) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, the Company had
appointed M/s Sanjay Grover & Associates, Practicing Company
Secretaries, New Delhi as its Secretarial Auditor to conduct the
Secretarial Audit of the Company for FY 2014-2015. The Report of
Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the
report.
The Secretarial Audit Report for the Financial year ended March 31,
2015 contains certain reservation and remarks which are given along
with the management reply for the same:
* Few e-form(s) were filed beyond the due date with the Registrar of
Companies, Chhattisgarh.
In this regard, the Company wishes to inform that delay in filing of
some forms was mainly due to ambiguity and uncertainty in the
provisions of the Companies Act, 2013.
iii) Internal Auditor
The Company has appointed M/s. Krishan Rakesh & Co. as internal auditor
of the Company in its Board Meeting held on 13 th August, 2015.
15. CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with Auditor's Certificate on compliance with this
regard and Whole-time Director's declaration regarding compliance of
code of conduct by Board Members and Senior Management Personnel is
attached and forms part of this Annual Report.
16. RISK MANAGEMENT
Your Company's Risk Management Policy is backed by strong internal
control systems. The risk management framework consists of policies and
procedures framed at management level and strictly adhered to and
monitored at all levels. The risk policy defines the risk management
handling system vis-a-vis role of various entities. The profiling, a
continuously ongoing and evolving process, is done for each risk. The
process involves prioritizing, modeling and assigning mitigation
process to each type of risk model. The management periodically issues
the policies to its divisions. These divisions modify these to make it
suitable. A corporate level independently constituted team and a sound
internal audit system is in place. The internal audit team periodically
visits the divisions and carries out audit. The findings are
periodically reviewed by the Board and Audit Committee with emphasis on
maintaining its effectiveness in dynamic business environment.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreements with the Stock Exchange is annexed and forms part of this
Annual Report.
18. DISCLOSURES-
NUMBER OF MEETING OF THE BOARD
During the year, six Board Meetings were convened and held, the details
of which are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies
Act, 2013, the extract of the annual return in Form No. MGT - 9 is
annexed as Annexure-2 hereto and forms a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees or investments covered under Section 186
of the Companies Act, 2013 are given in the notes to the financial
statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Key Managerial personnel and their remuneration as well as policy on
other employees remuneration. The Brief terms of policy is stated in
the Corporate Governance Report.
AUDIT COMMITTEE
The Company complies with the provisions related to Audit Committee, as
provided under Clause 49 of the Listing Agreement and Section 177 of
the Companies Act, 2013. The composition of the Audit Committee is as
under:
S. No. Name of Members DIN Composition of the
Audit Committee
1. Sh. Rajiv Poddar 00171063 Chairman
2. Sh. Raj Kumar Sachdev 05352831 Member
3. Sh. Amitabh Sharma Mudgal 00468084 Member
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and mismanagement, if
any. Details of the same are given in the Corporate Governance Report.
The same has also been displayed on the website of the Company and the
link for the same is http://www.monnetgroup.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place a policy on Gender Equality, Gender
Protection, Prevention of Sexual Harassment and Redressal System in
line with the requirements of the Sexual Harassment of Women at
Workplace Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
No complaints pertaining to sexual harassment were received during FY
2014-15.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report as Annexure 3.
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of employees drawing remuneration in
excess of the limits set out in the said Rules forms part of the
Report. However, having regard to the provisions of the first proviso
Section 136(1) of the Companies Act, 2013 the Annual Report excluding
the aforesaid information is being dent to the members of the Company.
The said information is available for inspection at Registered Office
of the Company during working hours, , Any member interested in
obtaining said such information, may write to the Company Secretary at
the registered office and the same will be furnished on request.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
Even though operations of the Company are not energy intensive, the
management has been highly conscious of the importance of conservation
of energy and technology absorption at all operational levels and
efforts are made in this direction on a continuous basis. In view of
the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act read with
rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation
of Energy and Technology Absorption are not applicable to the Company
and hence have not been provided.
ACKNOWLEDGMENT
Your Directors take this opportunity to offer their sincere thanks to
the various Departments of the Central and State Government, Financial
Institutions, Bankers to the Company, all Customers, Suppliers and
contractors for their continued valued assistance and support. Your
Directors also wish to place on record their appreciation for dedicated
services rendered by all officers, staff and workers of the Company at
all levels.
By Order of the Board
For Monnet Industries Limited
sd/- sd/-
Date: 13th August,2015 (Amitabh Sharma Mudgal) (Sourabh Khandelwal)
Place: New Delhi Director Whole-time Director
Mar 31, 2014
TO THE MEMBERS
The Directors present the 31st Annual Report together with the Audited
Accounts of the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS
[Rs. in Lakhs]
2013-2014 2012-2013
Revenue and Other Income 12.25 86.60
Profit before Depreciation 1225.03 26.63
Depreciation 14.59 16.92
Profit before tax (1239.62) 9.71
Provision for Income Tax 0.00 0.00
Profit after Tax (1239.62) 9.71
Balance as per last year (175.34) (185.06)
Balance carried to Balance Sheet (141.50) (175.34)
OPERATIONS OF THE COMPANY
Your Company is not conducting any manufacturing operations for the
same reasons as stated in our previous reports.
DIVIDEND
In view of inadequate profits and accumulated losses of earlier years,
your Directors are not in a position to recommend the dividend.
DIRECTORS
Pursuant to Section 152 of the Companies Act, 2013, Shri Amitabh S.
Mudgal (DIN No. 00468084), Director, being longest in the office,
retires by rotation on the day of 31st Annual General Meeting and being
eligible offers himself for reappointment. Further, Shri Sourabh
Khandelwal (DIN 06929590) was inducted as Additional Director on the
Board of the Company w.e.f. 22-07-2013 and holds the office upto the
date of ensuing Annual General Meeting. The company has received notice
u/s 160 of the Companies Act, 2013 proposing his name for the
directorship along with a fee of Rs. 1,00,000/-.
The nature of composition of the Board member is being recast to make
it compliant with the provisions of the Companies Act, 2013 with
respect to appointment of independent directors for a fixed term during
which period, they shall neither retire by rotation nor shall be
counted in the Total strength of the Board. However, two-third of the
total strength of the Board shall comprise of the directors whose
office shall be liable to determination by retirement by rotation. For
this purpose, requisite resolutions have been incorporated in the
Notice of the 31st Annual General Meeting and the Explanatory Statement
contains the detailed reasons therefor.
As per Clause 49 (IV) (G) of the Listing Agreement, the required detail
of directors appointed/reappointed during the year is given in
Annexure-III.
INDEPENDENT DIRECTORS
Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with
the Rules made thereunder, the Independent Directors can hold office
for a period of up to 5 consecutive years and shall not be liable to
retire by rotation. They may be appointed for a maximum of two
consecutive terms of up to 5 years each. In terms of revised clause 49
of the listing agreement which will be applicable from 1st October,
2014, in case the Independent Director has already served for 5 or more
years, he can be appointed for only one term of 5 years. However, under
the new Act and Clause 49 of listing agreement, they may be appointed
afresh with a fixed period of up to 5 years. As per sub-section (5) of
said Section 149,
the compliance is to be made within one year from the date of
commencement of the new Act.
Presently, Shri Rajiv Poddar and Shri R.K. Sachdev are the Independent
Directors of the Company in terms of Section 149. As per their
existing terms of appointment, all of them are liable to retire by
rotation. The Board considered the appointment of the above mentioned
Directors in terms of Section 149 and Schedule IV to the Companies Act,
2013 and Clause 49 of the listing agreement and was of the view that
these independent directors fulfill the conditions specified in the Act
and the rules made thereunder and that the proposed directors are
independent of the management and can be appointed for a term of five
years during which period, they shall not be liable to retire by
rotation. These directors possess requisite qualifications, appropriate
skills, experience and knowledge in one or more fields of finance, law
management, marketing, administration, technical operations and other
disciplines related to Company''s business, the educational /
professional qualifications, working experience, expertise in line with
Company''s business, positive attributes.
RESPONSIBILITY STATEMENT
In terms of Section134(3)(c), your directors confirm having:
(i) Followed in the preparation of Annual Accounts, the applicable
accounting standards , with proper explanation relating to material
departures, if any;
(ii) Selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable 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 year and of the profit or loss of the Company
for the year under review ;
(iii) Taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities ;
(iv) Prepared the accounts on a ''going concern'' basis.
DEPOSITORY SYSTEM
As on 31st March, 2014, about 96.76% of the shares of your Company have
been dematerialized.
The shares of the Company are available for trading in the
dematerialised form under both the Depository Systems in India  NSDL
and CDSL. The International Securities Identification Number (ISIN)
allotted to the Company''s shares under the Depository System is
INE407E01029. The annual custody fee for the financial year 2014-15 has
been paid to NSDL and CDSL, the Depositories.
Since the Securities and Exchange Board of India (SEBI) has made
trading in the Company''s shares mandatory in dematerialized form, those
members who are still holding their shares in physical form are advised
to dematerialize their shareholding.
STATUTORY DISCLOSURES
i) A declaration signed by Chairman as required under Clause 49 (I) (D)
of the Listing Agreement is enclosed as
Annexure-I.
ii) The Chairman has given a certificate to the Board of Directors, as
required under Clause 49 (V) of the Listing Agreement, for the year
ended 31st March, 2014.
MANAGEMENT DISCUSSION & ANALYSIS
During the year under review, your Company has not been carrying on any
business activity and consequently, there is no requisite information
in respect of Management Discussion & Analysis. However, wherever
necessary, the requisite information in respect thereof has been
included in the Directors'' Report itself.
INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT
Your Company has adequate internal control systems commensurate with
the size and nature of the business. The Risk Management Policy being
pursued by the Company is adequate for safeguarding the assets of the
Company. The Policy is periodically reviewed to keep it commensurate
with the size and nature of Company''s business.
CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of the Listing Agreement, necessary measures have
been taken to comply with the requirements of said clause. A report on
Corporate Governance along with a certificate of compliance from the
Auditors is given in Annexure-II and forms an integral part of this
report.
AUDIT COMMITTEE
The Audit Committee of Board of Directors constituted in terms of
Clause 49 of the Listing Agreement and pursuant to Section 177 of The
Companies Act, 2013 consist of Shri R.K. Sachdev as Chairman, Shri
Rajiv Poddar has been co-opted as a member of the Committee besides
Shri Amitabh S. Mudgal being the other member of the Committee. The
Company Secretary is the ex-officio Secretary of the Audit Committee.
AUDITORS
The Auditors'' Report and Notes to the Accounts as referred in the
Auditors'' Report are self-explanatory and therefore, do not call for
any further comments or explanation.
M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of
the Company, holds the office till the conclusion of the ensuing Annual
General Meeting and is eligible for reappointment. A Certificate from
the auditors has been received to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 139(1) of
the Companies Act, 2013.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year
from the Public under Section 73 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
In view of no manufacturing operations during the year under report,
the provisions of Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988 are not applicable and therefore, no
report is enclosed.
PERSONNEL
Since none of the employee is drawing salary in excess of the limits
laid down under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended up-to-date,
the same are not applicable.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to offer their sincere thanks to
all concerned for their continued valued assistance and support.
For and on behalf of Board of Directors
Sd/-
(Rajeev Poddar)
Place: New Delhi Chairman
Date:, 12th August, 2014
Mar 31, 2011
The Directors have pleasure in presenting the Twenty Eight Annual
Report together with the Audited Accounts of the Company for the year
ended 31st March, 2011.
Financial Results
[Rs. in Lacs]
2010-11 2009-10
Profit/(Loss) for the
year before 24.40 28.80
Interest, Depreciation
Less : Interest 0.00 0.00
Depreciation 22.85 22.85 22.90 29.90
Profit/(Loss) for the year 1.55 5.90
Provision for Tax 0.00 0.00
Income Tax Adjustment 0.00 0.07
Provision for FBT 0.00 0.00 0.00 0.07
Profit/Loss after Tax 1.55 5.83
Balance as per last (197.91) (203.74)
Balance carried to Balance Sheet (197.35) (197.91)
Operations of the Company
There have been no operations in the Company during the year under
review due to the reasons already stated in our previous reports.
Dividend
In view of inadequate profits, your Directors are not in a position to
recommend the dividend.
Directors
Pursuant to Section 255 of the Companies Act, 1956, Shri Amitabh S.
Mudgal and Shri M.S. Gujral, Directors, being longest in the office,
retires by rotation on the day of 28 th Annual General Meeting and
being eligible offers himself for reappointment.
Responsibility Statement
In terms of Section 217 (2AA), your directors confirm having:
i) followed in the preparation of Annual Accounts, the applicable
accounting standards , with proper explanation relating to material
departures, if any;
(ii) selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable 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 year and of the profit or loss of the Company
for the year under review ;
(iii) taken proper and sufficient care 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 ;
(iv) prepared the accounts on a 'going concern' basis.
Depository System
As on 31 st March, 2011, about 96.74% of the shares of your Company
have been dematerialized. Since the Securities and Exchange Board of
India (SEBI) has made trading in the Company's shares mandatory in
dematerialized form, those members who are still holding their shares
in physical form are advised to dematerialize their shareholding.
Statutory Disclosures
All board members and senior management personnel have affirmed
compliance with the code of conduct for the year 2010-11. A declaration
to this effect signed by the Director of the company is annexed to this
report as Annexure-I.
Management Discussion & Analysis
There being no operations in the Company as reported in previous
reports as well, there is no requisite information in respect of
Management Discussion & Analysis. However, wherever necessary, the
requisite information in this respect thereof has been included in the
directors' Report itself.
Corporate Governance Report
Pursuant to clause 49 of the Listing Agreement, necessary measures are
taken to comply with the requirements of said clause. A report on
Corporate Governance along with a certificate of compliance from the
Auditors is given in Annexure-II and forms an integral part of this
report.
Internal Control Systems and their Adequacy
Your Company has adequate internal control systems were commensurate
with the size and nature of the business and were supplemented by an
extensive program of internal audits, reviews by management and
documented policies, guidelines, and procedures to provide reasonable
assurance that all assets are safeguarded; transactions are authorized,
recorded and reported properly . The Company shall promptly
re-establish and reshape these systems to make the same commensurate
with the new line of activity in future.
Risk Management
There being no operations in the Company, the Risk Management Policy
being pursued is adequate for safeguarding the assets of the Company.
However, the Policy will undergo comprehensive review whenever the
Company commences business operations.
Audit Committee
The Audit Committee of the Board of Directors constituted in terms of
Clause 49 of the Listing Agreement and pursuant to Section 292A of the
Companies Act, 1956 consists of Shri Rajiv Poddar as Chairman, Shri
J.P. Lath and Shri Amitabh S. Mudgal, as its members.
Auditors
The Auditors' Report and Notes to the Accounts as referred in the
Auditors' Report are self explanatory and therefore, do not call for
any further comments or explanation.
M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi , Auditors of
the Company, hold the office till the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. A Certificate from
the auditors has been received to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956.
Fixed deposits
The Company has not invited or accepted any deposits during the year
from the Public under Section 58A of the Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo In view of no operations in the Ferro Alloys Division,
no report under the Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988 is being given.
Personnel
Since none of the employee is drawing salary in excess of the limits
laid down under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended up-to-date,
the same are not applicable.
Acknowledgements
Your Directors take this opportunity to offer their sincere thanks to
all concerned for their continued valued assistance and support.
For and on behalf of Board of Directors
Sd/-
(RAJIV PODDAR)
Chairman
Place: New Delhi :
Date : 3rd August , 2011
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Seventh Annual
Report together with the Audited Accounts of the Company for the year
ended 31st March, 2010.
FINANCIAL RESULTS
[Rs. in Lacs]
2009-10 2008-09
Profit/(Loss) for the year
before Interest, Depreciation 28.80 39.02
Less : Interest 0.00 0.04
Depreciation 22.90 22.90 23.34 23.38
Profit/(Loss) for the year 5.90 15.64
Provision for Tax 0.00 0.00
Income Tax Adjustment 0.07 0.00
Provision for FBT 0.00 0.07 0.29 0.29
Profit/Loss after Tax 5.83 15.35
Balance as per last year (203.74) (219.09)
Balance carried to Balance Sheet (197.91) (203.74)
OPERATIONS OF THE COMPANY
There have been no operations in the Company during the year under
review due to the reasons already stated in our previous reports.
DIVIDEND
In view of inadequate profits, your Directors are not in a position to
recommend the dividend.
DIRECTORS
Pursuant to Section 255 of the Companies Act, 1956, Shri J.P. Lath,
Director, being longest in the office, retires by rotation on the day
of 27th Annual General Meeting and being eligible offers himself for
reappointment. Further, Shri Rajiv Poddar was appointed as additional
director on the Board of the Company w.e.f. 29th January, 2010. He
holds the office of Director till the date of ensuing Annual General
Meeting. A member has signified his intention, along with a security
deposit of Rs. 500/- for his appointment, to propose his name for
reappointment to the office of director. Since Shri Rajiv Poddar has
expressed his willingness to act as director, if appointed, the
necessary agenda for his appointment has been included in the Notice
calling 27th Annual General Meeting.
RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA), your directors confirm having:-
(i) followed in the preparation of Annual Accounts, the applicable
accounting standards , with proper explanation relating to material
departures, if any;
(ii) selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable 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 year and of the profit or loss of the Company
for the year under review ;
(iii) taken proper and sufficient care 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 ;
(iv) prepared the accounts on a 'going concern' basis.
DEPOSITORY SYSTEM
As on 31st March, 2010, about 96.67% of the shares of your Company have
been dematerialized. Since the Securities and Exchange Board of India
(SEBI) has made trading in the Company's shares mandatory in
dematerialized form, those members who are still holding their shares
in physical form are advised to dematerialize their shareholding.
STATUTORY DISCLOSURES
All board members and senior management personnel have affirmed
compliance with the code of conduct for the year 2009-10. A
declaration to this effect signed by the Director of the company is
annexed to this report as Annexure-I.
MANAGEMENT DISCUSSION & ANALYSIS
There being no operations in the Company as reported in previous
reports as well, there is no requisite information in respect of
Management Discussion & Analysis. However, wherever necessary, the
requisite information in this respect thereof has been included in the
directors' Report itself.
CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of the Listing Agreement, necessary measures are
taken to comply with the requirements of said clause. A report on
Corporate Governance along with a certificate of compliance from the
Auditors is given in Annexure-II and forms an integral part of this
report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has adequate internal control systems were commensurate
with the size and nature of the business and were supplemented by an
extensive program of internal audits, reviews by management and
documented policies, guidelines, and procedures to provide reasonable
assurance that all assets are safeguarded; transactions are authorized,
recorded and reported properly. The Company shall promptly re-establish
and reshape these systems to make the same commensurate with the new
line of activity in future.
RISK MANAGEMENT
There being no operations in the Company, the Risk Management Policy
being pursued is adequate for safeguarding the assets of the Company.
However, the Policy will undergo comprehensive review whenever the
Company commences business operations.
AUDIT COMMITTEE
The Audit Committee of Board of Directors constituted in terms of
Clause 49 of the Listing Agreement and pursuant to Section 292A of the
Companies Act, 1956 consists of Shri Rajiv Poddar as Chairman, Shri
M.P. Saraf and Shri M.S. Gujral, as its members.
AUDITORS
The Auditors' Report and Notes to the Accounts as referred in the
Auditors' Report are self explanatory and therefore, do not call for
any further comments or explanation.
M/s. O.P. Bagla & Co., Chartered Accountants, New Delhi, Auditors of
the Company, hold the office till the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. A Certificate from
the auditors has been received to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956.
FIXED DEPOSITS
The Company has not invited or accepted any deposits during the year
from the Public under Section 58A of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
In view of no operations in the Ferro Alloys Division, no report under
the Companies (Disclosure of Particulars in the report of Board of
Directors) Rules, 1988 is being given.
PERSONNEL
Since none of the employee is drawing salary in excess of the limits
laid down under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 as amended up-todate,
the same are not applicable.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to offer their sincere thanks to
all concerned for their continued valued assistance and support.
For and on behalf of Board of Directors
Sd/-
Place : New Delhi (RAJIV PODDAR)
Date : 10th August, 2010 CHAIRMAN