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Directors Report of Novopan Industries Ltd. Company
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Directors Report of Novopan Industries Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Ninth Annual Report and Audited Accounts of your Company, together with the Schedules and Notes thereon, for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars 2013-14 2012-13

Net Turnover 0 0

Gross Operating Profit (Loss) (6.41) (3.73)

Less: Interest 0 0.05

Profit (Loss) Before Dep.& Tax (6.41) (3.78)

Less: Depreciation 0.22 0.23

ProfiV (Loss)

Before Extraordinary item (6.63) (4.01)

Extraordinary Item 0 0.24

Profit/ (Loss) Before Tax (6.63) (4.25)

Profit (Loss) After Tax (6.63) (4.25)

PERFORMANCE:

As the entire operations of the company has been stopped at all its manufacturing units, there was no revenue during the financial year ended 31st March, 2014. Net loss for the year is Rs.6.63 Crores, as compared to net loss of Rs.4.25 Crores incurred during the previous year.

OPERATIONS

In line with Committee''s recommendations for the disposal of Plant & Machineries located at various locations of the Company, Company has obtained the approval from its members and has already disposed of its machineries at the Resin Plant and is in the process of disposing the machinery at Patancheru Plant and Shadnagar Plant.Offers received for the sale of these machineries are being evaluated.

DE-LISTING OF EQUITY SHARES OF THE COMPANY

As the members are aware GVK Projects & Technical Services Limited, promoter of the company (The Acquirer) had made an offer to the public shareholders of the Company for- the acquisition and voluntary delisting of fully paid- up equity shares of Rs.10/- each ("Shares") of the Company in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and in accordance with SEBI Delisting Regulations, the Acquirer fixed the exit price at Rs.40 per Share ("Final Price") calculated by the reverse book building process using the electronic facility of the BSE. All the public shareholders of the Company who tendered their shares at or below the Final Price through valid bids were paid the consideration at the Final Price. After the acquisition of such shares, the Promoter Group''s holding in the Company increased to 92.05% of the fully paid-up equity share capital of the Company.

The Company had thereafter applied for the delisting of its Shares from the BSE and NSE, where the Shares of the company were listed. BSE and NSE vide their notices dated October 20, 2014 informed their members about discontinuation of trading of the Shares of the Company with effect from November 3, 2014 and the delisting of Shares of the Company with effect from November 10, 2014.

Delisting of Shares of the Company from the Stock Exchanges means that the Shares of the Company cannot be and will not be traded on the Stock Exchanges and a liquid market for the Shares on stock exchanges will not be available.

In accordance with regulation 21 of the SEBI Delisting Regulations, the Acquirer has provided an exit opportunity ("Exit Offer") to the public shareholders who continue to hold Shares in the Company ("Residual Shareholders"). The Residual Shareholders of the Company can tender their Shares to the Acquirer at the Final Price (Rs.40/- per share) at any time from November 10, 2014 till November 09, 2015 ("Exit Period"), as per the terms and conditions set out in the exit offer letter for the Exit Offer sent to the Residual Shareholders by the Acquirer.

EXTENSION OF REDEMPTION DATE OF PREFERENCE SHARES:

Your Company had issued 2,50,00,000 10% Non- Cumulative Redeemable Preference shares of Rs. 10/- each (hereinafter referred to as ''the preference shares'') on 11th June, 2011.

According to the terms of the issue, the preference shares were due for redemption on 9* June, 2013, however the Company had obtained the written consent of GVK Projects & Technical Services Limited, Preference Shareholder, holding 100% Paid up Preference Share capital of the Company, in terms of the provisions of section 106 of the Companies Act, 1956, for extending the due date of redemption of the said shares by two years i.e., from 09.06.2013 to 08.06.2015.

Your Company had duly complied with all the statutory requirements of the regulatory authorities.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 on the Directors'' Responsibility Statement, it is hereby confirmed:

- that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors had 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 at the end of the financial year and of the profit or loss of the Company for the financial year ended 31s'' March, 2014;

- that the Directors took proper and sufficient care to maintain 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;

- in view of the closure of the operations, the annual accounts for the financial year ended 31st March, 2014 were not prepared on a going concern basis. Management has made necessary disclosures in the notes to the financial statements in this respect.

DIVIDEND:

In view of closure of operations and losses incurred during the financial year 2013-14, no dividend is recommended by the Board of Directors.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review as per the provisions of the Companies Act, 1956 & 2013 and the rules made thereunder and no such amount in respect of Fixed Deposit (Principal or Interest) was outstanding on the date of Balance Sheet.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. G Indira Krishna Reddy and Mr. M P Murti, Directors will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

-In accordance with the provisions section 149 read with schedule IV of the Companies Act, 2013 Dr. P Krishnam Raju & Mr. Y Rama Murty being eligible, offer themselves for appointment as . Independent Directors of the company who will hold office for two consecutive years.

None of the directors of the company are disqualified for being appointed as directors / Independent Director as specified under the provisions of the Companies Act, 2013.

Your Board of Directors recommends their re- appointment.

AUDITORS:

M/s Brahmayya & Co., Chartered Accountants, Hyderabad, will retire at the ensuing Annual General Meeting and are eligible for re- appointment as Statutory Auditors of the Company.

PARTICULARS OF EMPLOYEES:

During the period under review, there were no such employees whose particulars are required to be given under the provisions of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure - A and forms part of this report. It may be noted that there was no expenditure on account of technology absorption during the year 2013-14.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their gratitude for all the support received from the Banks, various departments of Central and State Government, SEBI and Stock Exchanges. Your Directors would also like to take this opportunity to express their sincere appreciation for the valuable support of the Customers, Dealers and Traders and the trust and confidence reposed by the valued shareholders in the Company.

For and behalf of the Board For Novopan Industries Limited

Place : Hyderabad Dr. G V Krishna Reddy Date : 4* November, 2014. Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Eighth Annual Report and Audited Accounts of your Company, together with the Schedules and Notes thereon, for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Crores)

2012-13 2011-12 Particulars (12 months) (9 months)

Gross Turnover 1.01

Less: Excise Duty

Net Turnover 1.01

Gross Operating Profit (Loss) (3.73) (4.42)

Less: Interest 0.05 0.08

Profit (Loss) Before Dep. & Tax (3.78) (4.5)

Less: Depreciation 0.23 1.94

Profit/(Loss)Before Extraordinary (4.01) (6.44)

item

Extraordinary Item 0.24

Profit/ (Loss) Before Tax (4.25) (6.44)

Prov for Taxes of earlier years 0.04

Profit (Loss) After Tax (4.25) (6.48)

* The above results are for 12 months vis a vis 9 months for the previous year and hence not comparable.

PERFORMANCE:

As the entire operations of the company had been stopped at all its manufacturing units, there was no revenue during the financial year ended 31st March, 2013. Net revenue of your company for the financial year ended 31st March, 2013 was at Nil as compared with Rs. 1.01 Crores for the Financial Year ended 31.03.2012 (comprising of 9 months). Net loss for the year is Rs.4.25 Crores, as compared to net loss of Rs.6.48 Crores during the previous year.

OPERATIONS

Subsequent to the approval of members of the company through postal ballot, the management decided to dispose off Plant & Machinery located at all three manufacturing units.

Accordingly, the company approached various prospective buyers in and around the country who would be interested in using the plant & machinery. However the Company has not received any reasonable offer from prospective buyers who would use the machinery for setting up the Particle Board Plants.

Consequently, the plants were offered to buyers who would buy the plants on as is where is basis and segregate it into usable machines that can be sold as such and the balance to be disposed off in the form of various materials like steel, brass, aluminium and copper etc.

After evaluating various such offers received, the company has finalized the best offer received for Formaldehyde & Resin Plant. Subsequently, the Plant & machinery of Resin Plant located at Patancheru IDA Phase IV was dismantled and disposed off.

Some offers were received for Particle Board Plants located at Patancheru & Shadnagar and after evaluating the same, the company has finalized one of the best offers for Patancheru Particle Board Plant for which the dismantling has commenced.

However, for Shadnagar Particle Board Plant the offers are under evaluation.

EXTENSION OF REDEMPTION DATE OF PREFERENCE SHARES:

Your Company had issued 2,50,00,000 10% Non-Cumulative Redeemable Preference shares of Rs. 10/- each (hereinafter referred to as ''the preference shares'') on 11th June, 2011.

According to the terms of the issue, the preference shares were due for redemption on 9th June, 2013, however the Company had obtained the written consent of GVK Projects & Technical Services Limited, Preference Shareholder, holding 100% Paid up Preference Share capital of the Company, in terms of the provisions of section 106 of the Companies Act, 1956, for extending the due date of redemption of the said shares by two years i.e., from 09.06.2013 to 08.06.2015.

Your Company had duly complied with all the statutory requirements of the regulatory authorities in this regard.

DELISTING OF SHARES

As the members are aware the company has received a letter dated 8th August, 2013 from GVK Projects & Technical Services Ltd ("GVKPTSL"), being the main promoter of the Company, proposing to make a voluntary delisting offer ("Delisting Offer") to the public shareholders of the Company in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") with a view to delist the equity shares of the Company from BSE Limited ("BSE") and National Stock Exchange Limited ("NSE").

The proposal was made by the promoter, GVK Projects & Technical Services Limited ("GVKPTSL"), in view of the declining performance of the Company over the past few financial years which had also adversely impacted the liquidity status of Company''s shares on stock exchanges since a long time. Considering the reputation of the promoters in the industry and capital market, it was felt appropriate to provide an exit opportunity to the shareholders of the Company at the earliest. Once the promoter would have the full ownership of the Company, it will provide the promoter group with requisite flexibility to decide on the future course of action in respect of the company.

The promoters hold 89,07,455 Equity Shares representing 74.79% of the Equity Capital of the Company. Delisting offer is required to be given to the remaining shareholders holding 30,02,498 Equity Shares representing 25.21%.

In terms of Regulation 8(1)(b) of the Delisting Regulations, the company has approached the members for their approval for delisting of equity shares. The Delisting Proposal was approved by the members by way of a special resolution passed through postal ballot by majority of 99.94% of non-promoter shareholders.

After obtaining approval of shareholders, the company has filed application with BSE and NSE for their in-principal approval for de-listing of equity shares of the company.

As per the Delisting Regulations, a company may voluntarily delist its equity shares from the stock exchange where its equity shares are listed, if the acquirer provides an exit opportunity to the shareholders of the company and accepts the exit price for delisting the equity shares in accordance with the reverse book building process prescribed in the Delisting Regulations and subject to the other terms and conditions contained therein (including the making of a public announcement containing the requisite information as prescribed in the Delisting Regulations).

The special resolution is passed by the members as mentioned above and subject to receipt of the in-principle approval of BSE / NSE and applicable statutory approvals, a public announcement ("Public Announcement") of the Delisting Offer may be made by the Promoter in accordance with the Delisting Regulations followed by dispatch of letter of offer to all public shareholders. Thereafter the Delisting Offer will be conducted in accordance with the Delisting Regulations.

MANAGEMENT DISCUSSION, ANALYSIS & CORPORATE GOVERNANCE:

Reports on Management Discussion & Analysis and status report on compliance of Corporate Governance are annexed and form part of Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 on the Directors'' Responsibility Statement, it is hereby confirmed:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the Directors had 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 at the end of the financial year and of the profit or loss of the Company for the financial year ended 31st March, 2013;

c. that the Directors took proper and sufficient care to maintain 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;

d. that the Directors prepared the annual accounts for the financial year ended 31st March, 2013, on a going concern basis.

DIVIDEND:

In view of closure of operations and losses incurred during the financial year 2012-13, no dividend is recommended by the Board of Directors.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review as per the provisions of Section 58A of the Companies Act, 1956 and the rules made thereunder and no such amount in respect of Fixed Deposit (Principal or Interest) was outstanding on the date of Balance Sheet.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A Issac George and Mr. Y Rama Murty, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

None of the directors of the company are disqualified for being appointed as directors as specified in Section 274 of the Companies Act, 1956.

Your Board of Directors recommends their re- appointment.

AUDITORS:

M/s Brahmayya & Co., Chartered Accountants, Hyderabad, will retire at the ensuing Annual General Meeting and are eligible for re- appointment as Statutory Auditors of the Company.

PARTICULARS OF EMPLOYEES:

During the period under review, there were no such employees whose particulars are required to be given under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY,

TECHNOLOGY & FOREIGN EXCHANGE:

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure – A and forms part of this report. It may be noted that there was no expenditure on account of technology absorption during the year 2012-13.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their gratitude for all the support received from the

Banks, various departments of Central and State Government, SEBI and Stock Exchanges. Your Directors would also like to take this opportunity to express their sincere appreciation for the valuable support of the Customers, Dealers and Traders and the trust and confidence reposed by the valued shareholders in the Company. By order and on behalf of the Board

For Novopan Industries Limited

Place: Hyderabad Dr. G V Krishna Reddy

Date: 14.11.2013 Chairman


Mar 31, 2012

Dear Shareholders,

The Directors hereby present the Twenty Seventh Annual Report and Audited Accounts of your Company, together with the Schedules and Notes thereon, for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Crores)

2011-12 2010-11

Particulars *(9 (15 months) months)

Gross Revenue 1.01 58.34

Less: Excise Duty 4.72

Net Revenue 1.01 53.62

Gross Operating Profit (Loss) (4.42) (7.73)

Less: Interest 0.08 4.62

Profit (Loss) Before Dep. & Tax (4.50) (12.35)

Less: Depreciation 1.94 3.58 Profir/(Loss)

Before Extraordinary item (6.44) (15.93)

Extraordinary Item 7.08

Profit/ (Loss) Before Tax (6.44) (23.01)

Less: 1) Deferred Tax 0.04 0.52

2) Prov for Taxes of earlier years - 0.02

Profit (Loss) After Tax (6.48) (23.55)

* The above results are for 9 months vis a vis 15 months for'the previous year and hence not comparable

PERFORMANCE

The Company's revenue during the period was Rs.1.01 Crores for the financial year ended 31st March, 2012 (comprising of 9 months) in comparison with Rs.53.62 Crores for the Financial Year ended 30th June, 2011(comprising of 15 months). Net loss for the year was Rs. 6.48 Crores, as'compared to net loss of Rs.23.55 crores incurred during the previous year. As the operations of the company have been stopped at all its manufacturing units the revenues were generated by selling stock in trade and other inventories.

FINANCIAL YEAR PERIOD

The Board of Directors of the company at its meeting held on 14th February, 2012 decided to close the Financial Year 2011-12 on 31st March, 2012. Accordingly, the said Financial Year comprises of 9 months from 1st July, 2011 to 31st March, 2012.

OPERATIONS

The company has suspended its operations since February, 2011 due to various reasons like shortage of major raw material, increased cost of manufacture coupled with continuous load shedding and power shortage and competition in the market. In this regard the company has constituted a committee to study & evaluate various alternatives for revival of its operations and furnish its recommendations.

The said committee has taken into consideration various options and evaluated their impact on both technical & financial feasibility. Based on the outcome of such study the committee recommended to the Board that under any of the scenario, continuing the business or reviving the same would be unviable.

The committee also felt that further expansion or revival may require locating the plant nearer to raw material source and/or creating large capacity continuous automated plant, would require huge capital investment and cause more financial burden on the company.

Accordingly, the committee has recommended that the management may consider disposing off the one or more undertaking(s) to such other manufacturer or end user. In view of this the company has sought the approval of members to dispose off one or more undertaking(s). The members of the company have accorded their approval through Postal Ballot with a majority of 99.99%.

Currently the company is evaluating some of the offers it has received for the sale of Plant & machinery at each of the three locations.

EXTENSION OF REDEMPTION DATE OF PREFERENCE SHARES

Your Company had issued 2,50,00,000 10% Non- Cumulative Redeemable Preference shares of Rs. 10/- each (hereinafter referred to as 'the preference shares') on 11th June, 2011.

According to the terms of the issue, the preference shares were due for redemption on 10th June, 2012, however the Company had obtained -the written consent of GVK Projects & Technical Services Limited, Preference Shareholder, holding 100% Paid up Preference Share capital of the Company, in terms of the provisions of section 106 of the Companies Act, 1956, for extending the due date of redemption of the said shares by one year i.e., from 10.06.2012 to 09.06.2013.

Your Company had duly complied with all the statutory requirements of the regulatory authorities.

MANAGEMENT DISCUSSION, ANALYSIS & CORPORATE GOVERNANCE

Reports on Management Discussion & Analysis and status report on compliance of Corporate Governance are annexed and form part of Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 on the Directors' Responsibility Statement, it is hereby confirmed:

- that in the preparation of the annual accounts for the financial year ended 31s" March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors had 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 at the end of the financial year and of the profit or loss of the Company for the financial year ended 31s1 March, 2012;

- that the Directors took proper and sufficient care to maintain 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

- During the year the company has suspended manufacturing activities at all its plants and taken steps to dispose off one or more undertaking of the company. Accordingly the annual accounts for the year ended 31s' March, 2012 were not prepared on a going concern basis. Management has made necessary disclosures in the notes to the financial statements in this respect.

DIVIDEND

In view of the losses during the financial year 2011- 12, no dividend is recommended by the Board of Directors.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review as per the provisions of Section 58A of the Companies Act, 1956 and the rules made thereunder and no such amount in respect of Fixed Deposit (Principal or Interest) was outstanding on the date of Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. G V Krishna Reddy, Chairman and Sri M P Murti, Director, will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

None of the directors of the company are disqualified for being appointed as directors as specified in Section 274 of the Companies Act, 1956. Your Board of Directors recommends their appointment / re-appointment.

AUDITORS

M/s Brahmayya & Co., Chartered Accountants, Hyderabad, will retire at the ensuing Annual General Meeting and are eligible for re-appointment as Statutory Auditors of the Company.

INDUSTRIAL RELATIONS

Your Company has been maintaining cordial and harmonious relations with employees. Your Directors express their deep sense of appreciation for the support and the contributions made by employees.

PARTICULARS OF EMPLOYEES

During the period under review, there were no such employees whose particulars are required to be given under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure - A and forms part of this report. It may be noted that there was no expenditure on account of technology absorption during the year 2011-2012.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for all the support received from the Banks, various departments of Central and State Government, SEBI and Stock Exchanges. Your Directors would also like to take this opportunity to express their sincere appreciation for the confidence reposed by the valued shareholders in the Company.

For and on behalf of the Board

For Novopan Industries Limited

Place: Hyderabad Dr. G V Krishna Reddy

Date : 10.11.2012 Chairman


Mar 31, 2010

The Directors have great pleasure in presenting the Twenty Fifth Annual Report and Audited Accounts of your Company, together with the Schedules and Notes thereon, for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS :

(Rs. in Crores)

Particulars 2009-10 2008-09

Gross Turnover 73.71 83.47

Less: ERs.cise Duty 4.76 4.55

Net Turnover 68.95 78.92

Gross Operating Profit (Loss) 1.22 (3.15)

Less: Interest 4.76 5.40

Profit (Loss) Before Dep. & TaRs. (3.54) (8.55)

Less: Depreciation 3.38 3.90

Profit (Loss) Before TaRs. (6.92) (12.45)

Add: Deferred TaRs. -- 1.48

Profit (Loss) After TaRs. (6.92) (10.97)

Add: Balance brought forward from previous year 3.14 14.11 Balance Available for appropriations -- 3.14

Balance Carried Forward to the Balance Sheet (3.77) 3.14

PERFORMANCE :

Net revenue of your company for the year was at - 68.95 crores, in comparison with - 78.92 crores.

During the year the companys performance though not turned the corners has improved in comparision to the previous year coupled with the economic situation continuing in the market.

The Company also had to face unplanned and unscheduled shutdown of Plants due to Power shortage which has impacted the production.

Moreover, due to political sensitivities which were caused by demand for separate Telngana region also have affected the performance, which have led to higher maintenance cost related to shutdown & operation and also due to under absorbed overheads.

With the various constraints stated above the company managed to reduce the lossses to - 6,92 crores as against -10.97 crores during 2008-09.

During the current year the company had faced the same constrains and also difficulties in procuring the main raw material wood. The company has taken various steps to counter the above problem and is hopeful that some of the issues relating to availability of power, raw materials etc., would ease out.

MANAGEMENT DISCUSSION, ANALYSIS & CORPORATE GOVERNANCE:

Reports on Management Discussion & Analysis and status report on compliance of Corporate Governance are anneRs.ed and form part of Annual Report.

DIRECTORS* RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 on the Directors Responsibility Statement, it is hereby confirmed:

- That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper eRs.planation relating to material departures;

- That the Directors had 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 at the end of the financial year and of the profit or loss of the Company for the financial year ended 31s March, 2010;

- That the Directors took proper and sufficient care to maintain 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;

- That the Directors prepared the annual accounts for the financial year ended 31st March, 2010, on a going concern basis.

DIVIDEND :

In view of the losses during the financial year 2009-10, no dividend is recommended by the Board of Directors.

FIRs.ED DEPOSITS :

The Company has not accepted any FiRs.ed Deposits during the year under review as per the provisions of Section 58A of the Companies Act, 1956 and the rules made thereunder and no such amount in respect of FiRs.ed Deposit (Principal or Interest) was outstanding on the date of Balance Sheet.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. G V Krishna Reddy, and Mr. A Issac George - Directors, will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. S P Bhasin was appointed as an Additional Director on the Board of the Company on 25th October, 2010 who retires at the ensuing annual general meeting and being eligible offers himself for appointment as Director of the Company.

None of the directors of the company are disqualified for being appointed as directors as specified in Section 274 of the Companies Act, 1956. Your Board of Directors recommends their appointment / re-appointment.

Sri G V Sanjay Reddy and Mr. R Surender Reddy, have resigned from the office of Director on 27th January, 2010 and 27th July, 2010 respectively due to their pre-occupations. The Board of Directors places on record the valuable services rendered by them to the company during their association with the company.

AUDITORS :

M/s Brahmayya & Co., Chartered Accountants, Hyderabad, will retire at the ensuing Annual General Meeting and are eligible for re-appointment as Statutory Auditors of the Company.

INDUSTRIAL RELATIONS:

Your Company is maintaining cordial and harmonious relations with workmen arid employees at the various levels. Your Directors eRs.press their deep sense of appreciation for the eRs.cellent support and the contributions made by employees at all levels for the successful operations of the Company during the year.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN ERs.CHANGE:

The particulars relating to Conservation of Energy, Technology Absorption, Foreign ERs.change earnings and outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the AnneRs.ure - A and forms part of this report. It may be noted that there was no eRs.penditure on account of technology absorption during the year 2009-2010.

PARTICULARS OF EMPLOYEES:

The details of employees as specified under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 is anneRs.ed and forms part of this report as AnneRs.ure - B.

ACKNOWLEDGEMENTS :

Your Directors would like to place on record their gratitude for all the support received from the Banks, various departments of Central and State Government, SEBI and Stock ERs.changes. Your Directors would also like to take this opportunity to eRs.press their sincere appreciation for the valuable support of the Customers, Dealers and Traders and the trust and confidence reposed by the valued shareholders in the Company.

For and on behalf of the Board For Novopan Industries Limited

Place: Hyderabad Dr. G V Krishna Reddy

Date : 25.10.2010 Chairman

 
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