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Directors Report of NRC Ltd.

Mar 31, 2015

To The Members,

The Directors present the 67th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS Rs.in lacs

Year ended Year ended 31/03/2015 31/03/2014

Gross Sales

Profit before Interest, Depreciation and Tax (753) (954)

Interest

Profit before Depreciation and Tax (753) (954)

Depreciation 381 1506

Profit/(Loss) before Exceptional items & Tax (1134) (2460)

Exceptional Items

Taxation - -

Profit/(Loss) After exceptional items and Tax (1134) (2460)

Surplus(Deficit) from Previous Year (54931) (52471)

Profit/(Loss) available for Appropriation (56065) (54931)

PERFORMANCE AND PROSPECT

(a) The lockout declared w.e.f. 15th November, 2009 is continue in force. There were no manufacturing operations during the year; however the essential services remain in operation.

(b) To generate interest free funds for revival of operations of the company entered into Agreement for sale of its part of land with Raheja Universal P. Ltd. (RUPL) in 2006- 07. Subsequently, the company was declared a Sick Industrial Undertaking under Sick Industrial Companies (Special Provision) Act, 1985 (SICA). The Board For Industrial and Financial Reconstruction (BIFR) directed that being a sick Company, the land will have to form part of Draft Rehabilitation Scheme (DRS) under Section 18(1)(d) of SICA and appointed Punjab National Bank (PNB) as Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of litigation follows the BIFR Order and culminated in the Hon. Supreme Court, which upheld the BIFR Order.

(c) BIFR vide its order dated 22.01.2014, directed the OA to explore possibility of amicable understanding between the parties on disposal of surplus land, the labour Union has also filed a write petition for early disposal of surplus land in Hon. Bombay high Court, which is pending. The OA has yet to file DRS.

(d) The Company plan to recommence the operations as soon as proceeds from the sale of land under the aegis of BIFR are received and the Rehabilitation Scheme is sanctioned.

DIVIDEND

In view of the unavailability of the profit, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2015.

SHARE CAPITAL

During the year, the company has not issued any shares.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures. The Details of the associated companies have been disclosed in the Extract of MGT 9 which is Provided as "Annexure II" in this report.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is posted in the Website of the Company.

RISK MANAGEMENT POLICY: [SECTION 134 (3)(N)]

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded in the Company's website.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

This policy posted in the website of company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committees and the Independent Directors was carried out. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

During the year, Mr.K.N.Bhandari, ceased to be director from 31.3.2015 due to his resignation. The Board places on record its deep appreciation for the valuable services and contributions and guidance offered by him during his long tenure with the Company.

DETAILS OF KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mr.Arun Jain - Managing Director

2. Mr. M. C. Nalwaya, - Chief Financial Officer

3. Mrs. Smitha Singh - Company Secretary

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of Companies Act, 2013, given below is the Directors' Responsibility Statement; The Board of Directors state:

i) that in the preparation of the Annual Accounts for year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) 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 year as on 31st March, 2015 and of the loss of the Company for that period.

iii) that the Directors had 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.

iv) that the Annual Accounts for the year ended 31st March, 2015 had been prepared on a going concern basis.

v) that the Directors had laid down proper internal financial controls to be followed by the company and they were adequate and operating effectively and

vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

SAFETY

Adequate safety measures and safe working practices have been implemented to ensure safety of workforce, plant and machinery as well as of the environment.

INDUSTRIAL RELATIONS

Industrial Relations during the year under review continued to remain cordial and peaceful.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013.

COST AUDIT

Since the plant is not in operation during the year. If required, Exemption from the Cost Audit is being applied for the year ending 31st March, 2015 with the Central Government.

AUDITORS

M/s. Lodha & Co., Chartered Accountants, was appointed as Statutory Auditors to hold office from the conclusion of the 67th Annual General Meeting (AGM) to the conclusion of the forthcoming AGM, (subject to ratification of the appointment by the members at every AGM) A proposal for ratification of the appointment of the Statutory Auditors for the Financial Year 2015-2016 is placed before the Members at the ensuing AGM. The said Auditors have given their eligibility certifi cate in terms of Section 139 of the Companies Act, 2013.

AUDITORS REPORT

Management clarifications to the Auditors Qualifications are given in the Notes No. 19(III) (4) (a), 19(III) (2)(a) (III), 19(III) (6)(a), 19(III) (6)(b), 19(III) (14) and 19(III) (a). are self explationary.

INTERNAL AUDITORS

M/s V.B.Dalal & Co., Chartered Accountants appointed as Internal Auditors of the company.

SECRETARIAL AUDITOR

The Board has appointed M/s Ragini Chokashi and Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014–15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure - I" to this Report.

Board Opinion to the observations made in the report - with regard to e-forms were delayed filed with MCA and with regard compliance of Section 152(6) and 149(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreements and rules made there under. The Companies Act, 2013 with Rules, 2014 become applicable from 1st April, 2014. In between in pursuant to Hon. Supreme Court Order the Company was compelled to vacate its Registered and admn. Office along with all records. The Companies Act, 2013 was also new. We were not accustomed to Act so the Company filed e-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards.

CORPORATE SOCIAL RESPONSIBILITY

Lockout declared w.e.f. 15th November, 2009 is continue in force due to which operation of the company is stalled except essential services. The company has incurred losses over the years. Due to average net profit of last three years being negative, your Company has not formed the CSR committee and is not required to spend any amount on CSR activities during the year. Formation of CSR committee is under review.

RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material 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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the company.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is being uploaded on the Company's website.

INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

AUDIT COMMITTEE AND RISK MANAGEMENT

The Audit Committee comprises Independent Directors namely Mr. K.N Bhandari (Chairman till 30.12.2014), Ms.Savita Achraya (Chairman W.e.f 31.12.2014), Dr.P.P.Shastri as Member and Mr. Arun Jain as Member w.e.f. 31.12.2014). During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors under sub- section (7) of Section 149 of the Companies Act, 2013.

RISK MANAGEMENT

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures. Further, in accordance with Clause 49 of the Listing Agreement, a risk management Committee has also been formed which also oversees the risk management of the Company.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising of Directors, senior executives of the Company. Protected disclosures can be made by a whistle blower through an e–mail, or on telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year, the Company has not given loans, directly or indirectly, to any person or other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The details of the investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Since the plant is not in operation during the year, the Energy Conservation and Research & Development activities undertaken by the Company as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not prepared.

EXTRACT OF ANNUAL RETURN

Form MGT-9 providing extract of the Annual return in terms of Section 92 of the Companies Act, 2013 and the rules made there under is annexed as "Annexure II" to this Directors Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is as follow.

There were No persons employed throughout the year, were in receipt of remuneration of 60 lac per annum or more except Managing Director whose Managerial Remuneration was 181.74 Lac per annum as approved in the last AGM but yet to be paid.

Sr. No.Name Designation Remuneration (Rs. In Lac)

1 Mr. Arun Jain M.D 181.74

2 Mr. M. C. Nalwaya CFO 21.47

3 Mrs. Smitha Singh CS 0.20

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto.

ENVIRONMENT AND POLLUTION CONTROL

Top priority continues to be given to preservation of the environment by all the units of the Company. To combat pollution and strengthen the area ecology, considerable emphasis is placed on plantation of fragrant and shady trees which shall protect and promote the environment by complying with applicable environmental regulations and preventing pollution in all its operations.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Revised Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance Code and Company Secretary in Practice's Certificate regarding compliance of the conditions of the Code and Management Discussion and Analysis are part of this Annual Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. Neither the Managing Director nor the Whole–time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

WEBSITE OF THE COMPANY

The Company maintains a website www.nrclimited.com where detailed information of the company and its products are provided

ACKNOWLEDGEMENTS

Your Company and its Directors acknowledge with gratitude the support received from the Government Agencies, Financial Institutions, Banks, Investors, Business Associates and Employees of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Mumbai G. P. GOENKA

27th May, 2015. Chairman


Mar 31, 2014

To The Members,

The Directors present the 66th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS Rs.in lacs

Year ended Year ended 31/03/2014 31/03/2013

Gross Sales - -

Profi t before Interest, Depreciation and Tax (954) (801)

Interest - -

Profi t before Depreciation and Tax (954) (801)

Depreciation 1506 1495

Profi t/(Loss) before Exceptional items & Tax (2460) (2296)

Exceptional Items - (449)

Taxation - -

Profi t/(Loss) After exceptional items and Tax (2460) (2745)

Surplus(Defi cit) from Previous Year (52471) (49726)

Profi t/(Loss) available for Appropriation (54931) (52471)

PERFORMANCE AND PROSPECTS

(a) The lockout declared w.e.f. 15th November, 2009 is still in force. There were no manufacturing operations during the year; however the essential services remain in operation.

(b) To generate interest free funds for revival of operations the company entered into Agreement for sale of its part land with Raheja Universal P. Ltd.(RUPL) in 2006-07. Subsequently, the company was declared a Sick Industrial Undertaking under Sick Industrial Companies (Special Provision) Act, 1985 (SICA). The Board For Industrial And Financial Reconstruction (BIFR) directed that being a sick Company, the land will have to form part of Draft Rehabilitation Scheme (DRS) under Section 18(1)(d) of SICA and appointed Punjab National Bank (PNB) as Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of litigation follows the BIFR Order and culminated in the Hon. Supreme Court, which upheld the BIFR Order.

(c) BIFR vide its order dated 22.01.2014, directed the OA to explore possibility of amicable understanding between the parties on disposal of surplus land, the labour Union has also fi led a write petition for early disposal of surplus land in Hon. Bombay High Court, which is pending. The OA has yet to fi le DRS.

(d) The Company plan to recommence the operations as soon as proceeds from the sale of land under the aegis of BIFR are received and the Rehabilitation Scheme is sanctioned.

DIVIDEND

In view of the unavailability of the profi t, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2014.

DIRECTORS

During the year, Shri P. K. Mallik, ceased to be director due to sad demise on 26.2.2014.

The Board places on record its deep appreciation for the valuable services and contributions and guidance offered by him during his long tenure with the Company.

In term of Articles of Association of the Company and Section 152 (Corresponds to Section 255 of the Companies Act,1956) of the Companies Act, 2013 Shri K. N. Bhandari and Dr. P.P. Shastri, retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment.

In compliance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company the Board has appointed Ms. Savita Acharya as Additional Director of the Company with effect from 19th November, 2014 till the conclusion of AGM,.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 ( Section 217 (2AA) of the erstwhile Companies Act,1956) of Companies Act,2013, given below is the Directors'' Responsibility Statement;

The Board of Directors state:

i) that in the preparation of the Annual Accounts for year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) 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 year as on 31st March, 2014 and of the loss of the Company for that period;

iii) that the Directors had taken proper and suffi cient 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;

iv) that the Annual Accounts for the year ended 31st March, 2014 had been prepared on a going concern basis.

SAFETY

Adequate safety measures and safe working practices have been implemented to ensure safety of workforce, plant and machinery as well as of the environment.

INDUSTRIAL RELATIONS

Industrial Relations during the year under review continued to remain cordial and peaceful.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 73 (Sec. 58 A of erstwhile Companies Act 1956).of the Companies Act,2013.

COST AUDIT

Since the plant is not in operation during the year. Exemption from the Cost Audit is being applied for the year ending 31st March, 2014 with the Central Government.

APPOINTMENT OF AUDITORS

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company retires at the forthcoming Annual General Meeting and eligible for re-appointment. Members are requested to re-appoint auditors and fi x their remuneration.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Since the plant is not in operation during the year the Energy Conservation and Research & Development activities undertaken by the Company as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not prepared.

PARTICULARS OF EMPLOYEES

The Particulars of Employees as required under Section 134 (Section 217(2A) of the erstwhile Companies Act,1956) Companies Act,2013 read with the Companies (Particulars of Employees) Rules, 1975 is appended.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Revised Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance Code and Auditors'' Certifi cate regarding compliance of the conditions of the Code and Management Discussion and Analysis are part of this Annual Report.

ACKNOWLEDGEMENTS

Your Company and its Directors acknowledge with gratitude the support received from the Government Agencies, Financial Institutions, Banks, Investors, Business Associates and Employees of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Mumbai G. P. GOENKA November 19, 2014. Chairman


Mar 31, 2013

To The Members,

The Directors present the 65th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

Rs.in lacs

Year ended Year ended 31/03/2013 31/03/2012

Gross Sales 0 0

Proft before Interest, Depreciation and Tax (801) (925)

Interest 0 3027

Proft before Depreciation and Tax (801) (3952)

Depreciation 1495 1526

Proft/(Loss) before Exceptional items & Tax (2296) (5478)

Exceptional Items (449) 223

Taxation 0

Proft/(Loss) After exceptional items and Tax (2745) (5701)

Surplus(Defcit) from Previous Year (49726) (44025)

Proft/(Loss) available for Appropriation (52471) (49726)

PERFORMANCE AND PROSPECTS

(a) The lockout declared w.e.f. 15th November, 2009 is still in force. There were no manufacturing operations during the year; however the essential services remain in operation.

(b) To generate interest free funds for revival of operations the company entered into Agreement for sale of its part land with a developer in 2006-07. Subsequently, the company was declared a Sick Industrial Undertaking under Sick Industrial Companies (Special Provision) Act, 1985 (SICA). The Board For Industrial And Financial Reconstruction (BIFR) directed that being a sick company, the land will have to form part of Draft Rehabilitation Scheme (DRS) under Section 18(1)(d) of SICA and appointed Punjab National Bank (PNB) as Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of litigation follows the BIFR Order and culminated in the Hon. Supreme Court, which upheld the BIFR Order. The exercise of submission of Draft Rehabilitation Scheme is delayed due to the series of litigations.

(c) The Company plan to recommence the operations as soon as proceeds from the sale of land under the aegis of BIFR are received and the Rehabilitation Scheme is sanctioned.

DIVIDEND

In view of the unavailability of the proft, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2013.

DIRECTORS

In term of Articles of Association of the Company and Section 255 of the Companies Act, 1956 Shri Madhukar Mishra retire by rotation at the forthcoming Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, given below is the Directors’ Responsibility Statement; The Board of Directors state: i) that in the preparation of the Annual Accounts for year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) 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 year as on 31st March, 2013 and of the loss of the Company for that period;

iii) that the Directors had taken proper and suffcient 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;

iv) that the Annual Accounts for the year ended 31st March, 2013 had been prepared on a going concern basis.

SAFETY

Adequate safety measures and safe working practices have been implemented to ensure safety of workforce, plant and machinery as well as of the environment.

INDUSTRIAL RELATIONS

Industrial Relations during the year under review continued to remain cordial and peaceful.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

COST AUDIT

Since the plant is not in operation during the year. The Company has granted exemption from Cost Audit by Central Government for the year ending 31st March 2012. Exemption for the year ending 31st March, 2013 is being applied with the Central Government.

APPOINTMENT OF AUDITORS

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company retires at the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint auditors and fx their remuneration. The company has received the requisite certifcate pursuant to section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

Management’s clarifcations to the Auditor’s Qualifcations are given in the Notes referred in and are self explanatory.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Since the plant is not in operation during the year the Energy Conservation and Research & Development activities undertaken by the Company as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not prepared.

PARTICULARS OF EMPLOYEES

The Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is appended.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Revised Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance Code and Auditors’ Certifcate regarding compliance of the conditions of the Code and Management Discussion and Analysis are part of this Annual Report.

ACKNOWLEDGEMENTS

Your Company and its Directors acknowledge with gratitude the support received from the Government Agencies, Financial Institutions, Banks, Investors, Business Associates and Employees of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Mumbai G. P. GOENKA

May 29, 2013. Chairman


Mar 31, 2012

The Directors present the 64th Annual Report and Audited Accounts of the Company for the year ended 3151 March, 2012.

FINANCIAL RESULTS Rs.in lacs

Year ended 18 months period 31/03/2012 ended 31/03/2011

Gross Sales 0 69

Profit before Interest, Depreciation and Tax (925) (2580)

Interest 3027 3900

Profit before Depreciation and Tax (3952) (6480)

Depreciation 1526 2272

Profit/(Loss) before Exceptional items & Tax (5478) (8752)

Exceptional Items 223 858

Taxation

Profit/(Loss) After exceptional items and Tax (5701) (9610)

Surplus(Deficit) from Previous Year (44025) (34414)

Profit/(Loss) available for Appropriation (49726) (44025)

PERFORMANCE AND PROSPECTS

(a) The lockout declared w.e.f. 15th November, 2009 is still in force. There were no manufacturing operations during the year; however the essential services remain in operation.

(b) To generate interest free funds for revival of operations the company entered into Agreement for sale of land with Raheja Universal Ltd.(RUL) in 2006 07. Subsequently, the company was declared a Sick Industrial Undertaking under Sick Industrial Companies (Special Provision) Act, 1985 (SICA). The Board For Industrial And Financial Reconstruction (BIFR) directed that being a sick company, the land will have to form part of Draft Rehabilitation Scheme (DRS) under Section 18(1 )(d) of SICA and appointed Punjab National Bank (PNB) as Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of litigation followed the BIFR Order and culminated in the Hon. Supreme Court, which upheld the BIFR Order.

(c) The exercise of sanction of the Rehabilitation Scheme was delayed due to aforesaid litigations and is now expected to proceed in terms of the BIFR Order dated 16.7.2009. Further directions of BIFR regarding sale of land under Section 18 of SICA are awaited. In the meanwhile, the company is in the process of formulating the DRS based on estimated current valuation of land proposed to be sold in terms of Section 18 of SICA.

(d) The Company plan to recommence the operations as soon as proceeds from the sale of land under the aegis of BIFR are received and the Rehabilitation Scheme is sanctioned.

DIVIDEND

In view of the unavailability of the profit, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2012.

DIRECTORS

During the year Shri Ashok Goenka, Director resigned w.e.f. 14/09/2011 and Shri R. S. Agarwal, Director resigned w.e.f. 31/01/2012. The Board places on record their appreciation for the valuable services and contributions and guidance offered by both of them during their long tenure with the Company.

The Board resolved to appoint Dr. P. P. Shastri as an Additional Director with effect from the date of receipt of his consent to act as Director of the Company. As per the provisions of the Companies Act, 1956 the Director who hold office upto the 64th AGM his candidatures will be put before the 64th Annual General Meeting for appointment as Director subject to retire by rotation in terms of Section 257 of the Companies Act, 1956.

Further, in term of Articles of Association of the Company and Section 255 of the Companies Act, 1956 Shri P. K. Mallik retire by rotation at the forthcoming Annual General meeting and being eligible, offers himself for re appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, given below is the Directors' Responsibility Statement; The Board of Directors state:

i) that in the preparation of the Annual Accounts for year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) 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 year as on 31st March, 2012 and of the loss of the Company for that period;

iii) that the Directors had 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;

iv) that the Annual Accounts for the year ended 31st March, 2012 had been prepared on a going concern basis.

SAFETY

Adequate safety measures and safe working practices have been implemented to ensure safety of workforce, plant and machinery as well as of the environment. The working environment is periodically monitored by drawing samples. The records of the same are maintained.

INDUSTRIAL RELATIONS

Industrial Relations during the year under review continued to remain cordial and peaceful.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

COST AUDIT

Since the plant is not in operation during the year, Exemption from the Cost Audit is being applied for the year ending 31st March, 2012 with the Central Government.

APPOINTMENT OF AUDITORS

M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company retires at the forthcoming Annual General Meeting and are eligible for re appointment. Members are requested to re appoint auditors and fix their remuneration.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Since the plant is not in operation during the year the Energy Conservation and Research & Development activities undertaken by the Company as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not prepared.

PARTICULARS OF EMPLOYEES

The Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is appended.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Revised Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance Code and Auditors' Certificate regarding compliance of the conditions of the Code and Management Discussion and Analysis are part of this Annual Report.

ACKNOWLEDGEMENTS

Your Company and its Directors acknowledge with gratitude the support received from the Government Agencies, Financial Institutions, Banks, Investors, Business Associates and Employees of the Company and look forward to their continued support.

For and on behalf of the Board of Directors Mumbai G. P. GOENKA

May 23, 2012. Chairman


Sep 30, 2009

The Directors present the 62nd Annual Report and Audited Accounts of the Company for the period of 15 months ended 30th September, 2009.

FINANCIAL RESULTS

Rs. in lacs

Particulars 15 months 15 months period ended period ended 30/09/2009 30/06/2008

Gross Sales 3032 35597

Profit before Interest,

Depreciation and Tax (9400) (11307)

Interest 3046 3287

Profit before Depreciation and Tax (12447) (14594)

Depreciation 1974 1916

Profit/(Loss) before Exceptional items & Tax (14421) (16511)

Provision for diminution in the value of long term investments. (82) (550)

Taxation

- Current Tax(including MAT/FBT) (9) (15)

- Deferred Tax Asset/(Liability) - (1156)

ProfitZ(Loss) After exceptional items and Tax (14512) (18232)

Surplus /(Deficit) from Previous Year (19902) (1671)

Profit/(Loss) available for Appropriation (34414) (19902)

OPERATIONS AND PERFORMANCE

The performance of your company for the period continued to be severely affected due to stretched financial conditions, non availability of working capital, high fixed costs etc. resulting in the suspension of production in Rayon division since 1st July, 2008. The production in Nylon division continued to remain suspended during the period. The Chemical division too worked intermittently at very low capacity utilisation. The production activity could not be resumed/stepped-up because of delay in receipt of land sale proceeds, the only source of fund inflow under approved CDR Package for revival of the operations could not be received due to non-receipt of various statutory approvals coupled with the order of BIFR dated 16th July 2009.

REFERENCE TO BIFR

In a reference made to the Board of Industrial and Financial Reconstruction (BIFR), the Company has beenjeclared as sick industrial undertaking by BIFR under section 3 (1) (o) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide order dated 16.07.2009 with a direction to submit Draft Rehabilitation Scheme (DRS) and the Punjab National Bank was appointed as Operating Agency to finalise the DRS under section 18(d) of the said Act for approval by BIFR . The BIFR further directed that the CDR could be the basis of Rehabilitation Scheme provided it satisfies the provisions of SICA.

While passing the said order, BIFR imposed restriction on sale of assets in the normal course without specifically excluding the already contracted sale of Land thereby resulting in further delay in receipt of balance land sale proceeds amounting to Rs. 124.55 Crs. To facilitate the early receipt of proceeds from sale of land and investments and revision in the cutoff date, the Company, filed an appeal with Appellate Authority of Industrial and Financial Reconstruction (AAIFR) and the same is pending for final orders. Favorable outcome is expected. The DRS will be filed with BIFR and further necessary steps will be taken towards revival of the Company as soon as the status is clarified.

FUTURE PLANS:

Demand scenario in all Business segments in which the Company is dealing is reasonably good. Market scenario of Viscose Rayon Yarn is expected to be better in view of low stock level in the industry, contraction in domestic capacity and rationalisation in the anti dumping duties. Chemical industry is one of the fastest growing sectors in Indian economy. The demand of Nylon Tyre Cord will depend on the continued pick up in automotive industry. The Company needs to rationalize its workforce to downsize it in line with the Industry norms to make the Companys operations viable. The Company has already drawn up plans to rationalise the manpower cost to bring it in line with the competing industries. For this purpose, a settlement with the recognized labour union has already been entered into for Early Retirement Scheme for the workmen, absorption of Nylon division workmen in other business segments, outsourcing the non-critical activities in addition to increasing the manpower efficiency comparable to best in the industry to become cost competitive. The company shall start implementing the business re- engineering strategy as soon as the balance land sale proceeds is received, which shall be utilised in accordance with the CDR package and/or direction of BIFR/AAIFR.

FINANCE

Due to delay in receipt of land sale proceeds as explained earlier, the Company was not able to meet its liabilities including payment to financial institutions, employees and other creditors. With the cooperation of all secured lenders, employees, recognized labour union and all other stake holders, Management is confident of early sanction of DRS, restarting the plant, implementing the business re-engineering strategy and revival of the financial health of the Company.

DIVIDEND

In view of the losses, your Directors regret their inability to recommend any dividend for the period of 15 months ended 30th September, 2009.

DIRECTORS

In terms of the Articles of Association of the Company and Section 256 of the Companies Act, 1956, Shri P. K. Mallik retire by rotation at the forthcoming Annual General meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, given below is the Directors Responsibility Statement.

The Board of Directors state:

i) that in the preparation of the Annual Accounts for the 15 months period ended 30th September, 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) 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 period of 15 months ended 30th September, 2009 and of the loss of the Company for that period;

iii) that the Directors had 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;

iv) that the Annual Accounts for the 15 months period ended 30th September, 2009 had been prepared on a going concern basis.

SAFETY

Adequate safety measures and safe working practices have been implemented to ensure safety of workforce, plant and machinery as well as of the environment. The working environment is periodically monitored by drawing samples. The records of the same are maintained.

INDUSTRIAL RELATIONS

Industrial Relations during the period under review continued to remain cordial and peaceful baring few instances involving certain groups of workmen

The Company was constrained to declare Lock-out in Mohone plant w.e.f. 15.11.09, arising out of the actions of groups of workmen not honoring the subsisting and binding settlement signed with the recognised union in conciliation, litigating and using coercive method to obstruct the restarting of the plant contrary to the terms and conditions agreed under the said settlement and thereby contributing further delay in receipt of balance land sale proceed.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A/58AA of the Companies Act, 1956.

COST AUDIT

M/s. R. Nanabhoy & Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of Cost Accounts of the Company relating to Rayon Yarn, Nylon Tyre Cord, Caustic Soda and Sulphuric Acid for the period of 15 months ended 30th September, 2009 subject to the approval of the Central Government.

APPOINTMENT OF AUDITORS

M/s. Lodha & Co., Chartered Accountants, Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint them Statutory Auditors and authorize the Board of Directors to fix their remuneration.

As regards the observations in the Auditors report, the managements explanations are:

1. Point No. 4(a) of the Auditors Report regarding preparation of these Accounts on going concern basis has been clarified in Note No. 4(a) of schedule 23 Notes to the accounts.

2. Point No. 4(b) of the Auditors Report regarding accounting of Impairment of assets has been clarified in Note No. 4(b) of schedule 23 Notes to the accounts.

3. Point No. 4(c) of the Auditors Report regarding pending reconciliation/confirmation of certain accounts of Debtors, Creditors and Lenders has been explained in Note No. 6 of Schedule 23 Notes to the Account.

4. Point No. 4(d) of the Auditors Report regarding delay in realization of sale proceeds of investments has been explained in Note No. 5 of Schedule 23 Notes to the Account.

5. Point No. 4(e) of the Auditors Report regarding liability as may arise from delay in payment of certain creditors/statutory dues has been explained in Note 1(g) of Schedule 23 Notes to the Account.

6. Point No. 9(a) and 11 of the Annexure to the Auditors Report regarding delay in meeting financial/statutory obligations has been explained in Note No. 7 of Schedule 23 Notes to the Account.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Particulars of Energy Conservation and Research & Development activities undertaken by the Company as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed and form part of the Directors Report.

PARTICULARS OF EMPLOYEES

The Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are appended.

REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance as stipulated under the Revised Clause 49 of the Listing Agreement with the Stock Exchanges forms part of Annual report. A certificate from Auditors of the Company confirming compliance of conditions of Corporate Governance as per aforesaid clause 49 is annexed to this Report. Management Discussion and Analysis report is also part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for assistance and cooperation received from the Government Agencies, Financial Institutions, Banks, Investors and Business Associates and look forward to their continued support. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company.

For and on behalf of the Board of Directors

Mumbai, G.P. GOENKA

5th February, 2010. Chairman



 
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