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Directors Report of Royal Cushion Vinyl Products Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015.

1) Financial Results

(Rs. In Lakhs)

Particulars Current year Previous year ended ended 31.03.2015 31.03.2014

Revenue from operations (Net) 7468.94 6172.23

Other Income 95.96 8.17

Total Income 7564.90 6180.40

Total Expenditure 8525.37 7496.81

Profit/(loss) before interest (960.47) (1316.41) and depreciation

Add: Finance Cost 252.87 1125.12

Depreciation 206.43 770.42

Prior year's expenses 119.37 2.81

Profit/(Loss) before Exceptional (1539.14) (3214.76) item

Exceptional item Nil Nil

Profit/(Loss) for the year (1539.14) (3214.76)

2) Performance of operations and the state of company's affairs.

The Company has achieved turnover of Rs.7468.94 Lakhs as against Rs.6172.23Lakhs in the previous year. The registration increase of 21% due to higher value of products. The Company incurred a Net Loss of Rs. 1539.14 Lakhs as compared to previous year's Net Loss of Rs.3214.76 Lakhs.

3) Dividend

In view of losses, the Board of Directors is unable to declare any dividend for the year 2014-2015.

4) Status With BIFR

"As reported in the earlier Annual Reports, the Company has been registered with BIFR since September, 2002. The last hearing was held on February 19,2015at BIFR and on May 6,2015 at AAIFR. The AAIFR in its last hearing directed BIFR to take necessary steps to circulate Draft Rehabilitation Scheme (DRS). The BIFR has circulated DRS vide its order June 11,2015. The next hearing was scheduled on August 19,2015.

5) Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

6) Fixed Deposits

During the year under review, your Company has not accepted any deposits within the meaning of provisions of chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from time to time.

7) Particulars of Loans, Guarantees and Investments under section 186

Details of Loans, Guarantees and Investments are given in the Notes to Financial Statements.

8) Related Party Transactions

The Company has formulate policy on dealing with Related Party Transactions, a copy of which is available on the website of the Company: www.rcvp.in

All the related party transactions that were entered into during the Financial Year in the ordinary course of business and on arm's length basis.

9) Particulars of Employees

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 provided in the Annual Report as Annexure "A".

In terms of the provisions of Section 197(12) of the Act 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 the employees drawing remuneration in excess of the limits set out in the said rules are required to be provided in the Annual Report. However there were no employees who were in receipt of remuneration for which details need to be disclosed.

10) Directors

Mr. Mukesh A. Motasha (DIN No. - 00059929) and Mr. Arvind V. Motasha (DIN No. -00228368), Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re appointment. Your Directors recommend their reappointment. (Details are furnished under Notice).The Company has not appointed Women Director in the financial year 2014-15. Further Ms. Kavita Bachwani was appointed on 30.06.2015 as Women Director.

As the Company is under BIFR (Sick Company), the management was unable to attract and induct any Independent Director. Hence no statement on declaration of independence was received by the Company.

11) Key Managerial Personnel

In the financial year 2014-15, Mr. H.K. Bijlani, Company Secretary was regined w.e.f. 14th August, 2014. The Company has published advertisement for appointing Company Secretary to comply with the provision of section 203 ofthe Companies Act, 2013, however, the Company unable to get the right candidate for the post of Company Secretary.

12) Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2015 the applicable accounting standards/practices 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 ofthe state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) 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;

d) The annual financial statements have been prepared on a going concern basis.

e) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

13) Particulars Regarding Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Expenditure

The particulars of energy conservation, technology absorption and foreign exchange earnings and outgo, as applicable to the Company are as per Annexure "B" attached to the report.

14) Material changes and commitments affecting the financial position of the Company which have occurred between March 31,2015 and August 14,2015 (date of the Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31,2015) and the date of the Report (August 14,2015).

15) 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.

The Company is registered under BIFR and apart from that there are no other material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

16) Details of Subsidiaries/Jointventure/Associate Company;

The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceased in the year 2014-15.

17) Internal financial control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

18) Auditors' Remarks & Appointment

As regards the remarks & Qualifications in the Auditor's Report, please refer to the Notes forming Part of the Accounts which are self-explanatory.

At the Annual General Meeting held on 30th September, 2014, M/s. Chandrakant &Sevantilal & J. K. Shah & Co., Chartered Accountants, Vadodara (Firm Registration no. 101676W), were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meetings to be held in year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of Auditors shall be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Chandrakant & Sevantilal & J. K. Shah & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of Companies Act, 2013.

19) Cost Auditors

The Central Government had approved appointment of M/s. Kallol Banbyopadhyay & Co., Cost Accountants, as Cost Auditor to conduct Cost Audit relating to the products manufactured by your Company for the financial year 2014-2015, the E-Form was filed with Registrar of Companies. Further the Company has also appointed him to conduct the Cost Audit for the financial year 2015-2016 as per Section 148 of Companies Act, 2013.

20) Secretarial Auditor and Auditor Remarks

The Company has appointed Mr. Gaurang Shah, of M/s. GMS and Co. Practising Company Secretaries (Membership no. 32581, Certificate of Practice No. 11953) to conduct Secretarial Audit of the Company for the financial year 2014-2015, pursuant to Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditors has following remarks:-

It is observed that as per Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, necessitated that every listed company should have a mandatorily Company Secretary in whole time employment but company has not complied till date and Company is in process of appointing a Company Secretary.

As Company has given advertisement in the newspapers for the post of Company Secretary but could not able to find a suitable candidate for the post of Company Secretary.

It is observed that as per section 149 (5) of the Companies Act,2013, & as per clause 49 of listing agreement, necessitated that every listed company has to mandatorily have appoint on board independent director but company has not complied till date.

As the Company is under BIFR (Sick Company), the management was unable to attract and the induct Professional and Independent Directors to meet the requirements of Clause 49 of the Listing agreement. This fact has been reported to the Bombay Stock Exchange from time to time.

It is observed that as per section 149(1) of the Companies Act, 2013& as per clause 49 of listing agreement, necessitated that every listed company shall appoint at least one woman director within 1 year from the commencement of companies Act ,2013 and company is in process of appointing a women director.

In the financial year 2014-2015 Company was not having Women Director but the same has complied in the financial year 2015-16.

It is observed that as per the management representation letter given by the company that they have already submitted delisting application to Ahmedabad stock exchange and Vadodara stock exchange in the year 2006 & the same matter is pending with both the exchanges.

The Secretarial Audit Report for the financial year 2014-2015 is annexed herewith as Annexure "D" which forms part of the Board's report.

21) Listing with Stock Exchange

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited (BSE) where the Company's Shares are listed.

22) Share Capital

During the financial year there was no change in the Share Capital of the Company.

23) Extract of the annual return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No. MGT-9 is annexed herewith as Annexure "C".

24) Remuneration Policy

The Board of Directors has on recommendations of the Nomination & Remuneration Committee outlined policy for selection & appointment of Directors, Key Managerial Personnel & Senior Management and also to decide their remuneration along with the perks. The Nomination & Remuneration Committee revises the remuneration from time to time depending upon the performance of the Company and the Individual Director's/Key Managerial Personnel and other Senior Management Personnel. The detailed policy is available on the website of the Company www.rcvp.in.

25) Board of Directors Meeting

During the year ended 31st March, 2015, the Company had Five (05) Board Meetings and the gap between the two meetings of the Board not more than 120 days as per Companies Act, 2013. The meetings were held on 30th May, 2014, 10th June, 2014, 11th August, 2014, 12th November, 2014 and 10th February, 2015. The details of the Board Meetings are provided in the Corporate Governance Report.

26) Committees of Board

Following are the various Committees formed by Board:

* Audit Committee

* Nomination & Remuneration Committee

* Stakeholders Relationship Committee

The details of the composition of committees, its roles and responsibility along with number of meetings held are given in the Report of Corporate Governance.

27) Vigil Mechanism

The Company has established a vigil mechanism for its Directors and Employees to report genuine concerns relating any violations legal or regulatory requirements or misconduct in the Company through its Whistle Blower Policy. And also to report concerns of unethical behavior, actual or suspected, fraud or violation of the Company s code of conduct and ethics policy, incorrect or misrepresentation of any financial statements and reports thereon.

The protected disclosures will be dealt by the Chairman of the Audit Committee and the Chairman should address the same carry out the investigation and take needful action.

The policy on Whistle Blower as approved by the Board of Directors is uploaded on company's website i.e. www.rcvp.in

28) Risk Management Policy

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures and the same is reviewed by the Board periodically.

29) Prevention of Sexual Harassment at Workplace

The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace. The Company has constituted Internal Complaints Committee as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 to consider and redress complaints of sexual harassment. The Committee has not received any complaints of sexual harassment during the year.

30) Corporate Governance Certificate

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors' adhere to the requirements set out by the Securities and Exchange Board of India, Corporate Governance practice and have implemented all the prescribed stipulations.

Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, forms part of the Annual Report. Certificate from the Auditor of the Company M/s.Chandrakant & Sevantilal & J. K. Shah & Co.., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

31) Performance Evaluation of Board and independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation. The Board has evaluated performance of all the Directors and expressed its satisfaction. Evaluation procedure covered Board's functioning such as adequacy of the size and composition of the Board and its Committees to ensure diversity and adequate skills in the best interest of the Company as a whole. As the Company is under BIFR (Sick Company), the management was unable to attract and the induct Professional and Independent Directors to meet the requirements of Clause 49 of the Listing agreement. So there is only evaluation of Board and not independent Directors.

32) Familiarisation Programme for Directors

A well informed familiarised Board member, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors are updated on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.

33) Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from Financial Institutions, Banks, BIFR, Customers and other Government agencies. Your Directors place on record their appreciation for the services rendered by Employees during the critical period of the Company.

On Behalf of the Board of Directors For Royal Cushion Vinyl Products Limited

Sd/- Sd/- Place: Mumbai Mahesh K.Shah Jayesh A. Motasha Date: 14th August, 2015 Managing Director Director & CFO (DIN 00054351) (DIN 00054236)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

1) Financial Results

(Rs. In Lakhs)

Particulars Current year ended Previous year ended 31.03.2014 31.03.2013

Revenue from operations (Net) 6172.23 4952.39

Other Income 8.17 13.32

Total Income 6180.40 4965.71

Total Expenditure 7496.81 5990.72

Profit/(loss) before interes and depreciationt (1316.41) (1025.01)

Add: Finance & Bank Charges 1125.12 1464.32

Depreciation 770.42 790.94

Prior year''s expenses (2.81) (15.44)

Loss before Exceptional item (3214.76) (3295.71)

Exceptional item Nil Nil

Loss for the year (3214.76) (3295.71)

2) Performance

The Company has achieved turnover of Rs. 6172.22 Lakhs as against Rs. 4952.39 Lakhs in the previous year. The registration increase of 25% due to increase in production volume.

3) Dividend

In view of losses, the Board of Directors is unable to declare any dividend for the year 2013-2014.

4) Status With BIFR

"As reported in the earlier Annual Reports, the Company has been registered with BIFR since September, 2002. The BIFR in its last hearing held on March 12, 2014, and the Bench directed the Board''s office to re-examine the DRS submitted by IDBI (OA) for early circulation, if found viable.

5) Management and Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

6) Fixed Deposits

The Company has not received any deposit from Public during the year. The Auditor has given the Qualification and adverse remarks (Para No.6 of Annexure to the Auditor''s Report) in respect of Section 73 of the Companies Act, 2013 (Corresponding Section 58A of the Companies Act, 1956), However the Board is of the view that the amount received by the Company from its promoters/relatives are for the purpose of business and for performance of certain sales orders. Neither any application form has been filed up for these receipts nor the receipts are issued by the Company, hence these are not falling as deposits under section 73 of the Companies Act, 2013.

7) Particulars Of Employees

Provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable to the Company.

8) Internal Control Systems and their adequacy

The Company has adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of stores, raw materials including components, plant and machinery, equipments and other assets and also for the sale of goods.

9) Human Resources/Industrial Relations

The Company has cordial industrial relations at all levels during the year under review.

10) Directors

Mr. Jayesh A. Motasha (DIN No.- 00054236) and Mr. Deepak A. Motasha (DIN No. - 00060092), Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their reappointment. (Details are furnished under Notice).

11) Directors'' Responsibility Statement

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

a) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards/practices 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 that period;

c) 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;

d) that the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

12) Corporate Governance

A separate report on Corporate Governance is annexed hereto as Annexure "A".

13) Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

The particulars of energy conservation, technology absorption and foreign exchange earnings and outgo, as applicable to the Company are as per Annexure "B" attached to the report.

14) Auditors'' Remarks & Appointment

As regards the remarks & Qualifications in the Auditor''s Report, please refer to the Notes forming Part of the Accounts which are self-explanatory. Further the Auditor has given the Qualification and adverse remarks (Para No. 6 of Annexure to the Auditor''s Report) in respect of Section 58A of the Companies Act, 1956, however the Board is of the view that the amount received by the Company from its promoters/relatives are for the purpose of business and for performance of certain sales orders. Neither and application from has been filed up for these receipts nor the records are issued by the Company, hence these are not falling as deposits under Section 58A of the Companies Act, 1956.

M/s. Chandrakant & Sevantilal & J. K. Shah & Co., Chartered Accountants, Vadodara (Firm Registration no. 101676W) will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

You are requested to appoint Auditors.

The Company has received a letter from them to the effect that their re-appointment, if made would be within the limits specified under Section 141 of the Companies Act, 2013.

15) Cost Auditors

M/s. Kallol Banbyopadhyay & Co. were appointed as Cost Auditors for auditing the Cost Accounts of the Company for the financial year 2013-14.

The Cost Audit reports are required to be filed within 180 days from the end of the financial year.

The Cost Audit reports for the financial year ended 31st March, 2014 will be filed in due course.

16) Acknowledgement

The Directors wish to place on record their appreciation for the co-operation and support received from Financial Institutions, Banks, BIFR, Customers and other Government agencies. Your Directors place on record their appreciation for the services rendered by Employees during the critical period of the Company.

On Behalf of the Board of Directors For Royal Cushion Vinyl Products Limited

Place: Mumbai Sd/- Sd/- Date: 10th June, 2014 Mahesh K. Shah Jayesh A. Motasha Chairman & Managing Director Director (DIN: 00054351) (DIN: 00054236)


Mar 31, 2013

To The Members of Royal Cushion Vinyl Products Limited,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013.

1) FINANICAL RESULTS:

(Rs. in Lacs)

Particulars Current Previous year ended year ended 31.03.2013 31.03.2012

Revenue from operations (Net) 4952.39 4655.96

Other Income 13.33 29.63

Total Income 4965.72 4685.59

Total Expenditure 5990.72 5163.21

Profit/(loss) before interest and (1025.01) (477.62) depreciation

Add: Finance & Bank Charges 1464.32 1497.34

Depreciation 790.94 802.33

Prior year''s expenses/income (15.44) 1.87

Loss before Exceptional item (3295.71) (2775.43)

Exceptional item Nil 1278.18

Loss for the year (3295.71) (1497.25)



2) PERFORMANCE:

The Company has achieved turnover of Rs.4952.39 as against Rs. 4655.96 Lakhs in the previous year. The increase in turnover is mainly due to inflation i.e. price of finished products has gone up.

3) DIVIDEND

In view of losses, the Board of Directors is unable to declare any dividend for the year 2012-2013.

4) STATUS WITH BIFR

"As reported in the earlier Annual Reports, the Company has been registered with BIFR since September, 2002. Since the date of last Directors'' Report, the Hon''ble BIFR hearing was held on March 14, 2013 and July 11, 2013, the Hon''ble BIFR issued directions to the Operating Agency ("OA") i.e. IDBI Bank Limited ("IDBI") to formulate the fully tied-up Draft Rehabilitation Scheme ("DRS") and submit to the BIFR. Accordingly the Company had submitted the revised DRS containing proposals for revival of the Company with the Hon''ble BIFR and IDBI whereby it is proposed to demerge two of its undertaking viz. Unit I & II of the Company and merging them with Vijayjyot Seats Private Limited (one of the Promoter Group Companies) with effect from the Appointed Date being January 1, 2013 subject to approval from Hon''ble BIFR and other concerned parties. Subsequently the IDBI cleared the revised DRS of the Company and submitted the fully tied up DRS to the Hon''ble BIFR in the hearing held on July 11, 2013. The revised fully tied up DRS is now under review and clearance of Hon''ble BIFR subsequently the same will be circulated to the concerned parties for their approval.

The demerger proposal contained in the revised DRS will be effective after the receipt of the required approvals. Accordingly the financial statements contained this annual report are without giving the effect of proposed demerger of Unit I & II of the Company."

5) FIXED DEPOSITS

The Company has not received any deposit from Public during the year. The Auditor has given the Qualification and adverse remarks (Para No.6 of Annexure to the Auditor''s Report) in respect of Section 58A of the Companies Act, 1956, however the Board is of the view that the amount received by the Company from its promoters/relatives are for the purpose of business and for performance of certain sales orders. Neither any application form has been filed up for these receipts nor the receipts are issued by the Company, hence these are not falling as deposits under section 58A of the Companies Act, 1956.

6) PARTICULARS OF EMPLOYEES

Provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable to the Company.

7) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of stores, raw materials including components, plant and machinery, equipments and other assets and also for the sale of goods.

8) HUMAN RESOURCES / INDUSTRIAL RELATIONS The Company has cordial industrial relations at all levels during the year under review.

9) DIRECTORS

Mr. Arvind V. Motasha and Mr. Mukesh A. Motasha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their reappointment. (Details are furnished under Notice).

10) DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the Annual Accounts for the financial year ended 31s''March, 2013 the applicable accounting standards/practices 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 that period;

c) 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;

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

11) CORPORATE GOVERNANCE

A separate reports on Corporate Governance is annexed hereto as Annexure "A".

11) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The particulars of energy conservation, technology absorption and foreign exchange earnings and outgo, as applicable to the Company are as per Annexure "B" attached to the report.

12) AUDITORS'' REMARKS & APPOINTMENT

As regards the remarks & Qualifications in the Auditor''s Report, please refer to the Notes forming Part of the Accounts which are self-explanatory. Further the Auditor has given the Qualification and adverse remarks (Para No.6 of Annexure to the Auditor''s Report) in respect of Section 58A of the Companies Act, 1956, however the Board is of the view that the amount received by the Company from its promoters/ relatives are for the purpose of business and for performance of certain sales orders. Neither any application form has been filed up for these receipts nor the receipts are issued by the Company, hence these are not falling as deposits under section 58A of the Companies Act, 1956.

M/s. Chandrakant & Sevantilal & J. K. Shah & Co., Chartered Accountants, Vadodara will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors. The Company has received a letter from them to the effect that their re-appointment, if made would be within the limits specified under Section 224(1 B) of the Companies Act, 1956.

13) ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the co-operation and support received from Financial Institutions, Banks, BIFR, Customers and other Government agencies. Your Directors place on record their appreciation for the services rendered by Employees during the critical period of the Company.



On Behalf of the Board of Directors

For ROYAL CUSHION VINYL PRODUCTS LTD.



Sd/- Sd/-

Mahesh K. Shah Jayesh A. Motasha

Chairman & Managing Director Director

Place : Mumbai

Date : 12th August, 2013


Mar 31, 2012

To The Members of Royal Cushion Vinyl Products Limited,

The Directors have pleasure in presenting the 28th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

1) FINANICAL RESULTS:

(Rs. in Lacs)

Particulars Current Previous year ended year ended 31.03.2012 31.03.2011

Revenue from operations (Net) 4655.96 4154.68

Other Income 29.63 6.29

Total Income 4685.59 4160.97

Total Expenditure 5163.21 4536.32

Profit/(loss) before interest and (477.62) (375.35) depreciation

Add: Finance & Bank Charges 1497.34 1133.10

Depreciation 802.33 791.23

Prior year's expenses/income 1.87 (3.74)

Loss before Exceptional item 2775.43 2303.42

Exceptional item 1278.18 Nil

Loss for the year (1497.25) (2303.42)

2) PERFORMANCE:

The Company has achieved turnover of Rs.4655.96 as against Rs.4154.68 Lakhs in the previous year. The increase in turnover is mainly due to inflation i.e. price of finished products has gone up.

3) DIVIDEND:

In view of losses, the Board of Directors is unable to declare any dividend for the year 2011-2012.

4) STATUS WITH BIFR:

As reported in the earlier Annual Reports, the Company has been registered with BIFR since September, 2002. The BIFR in its hearing held on 12.07.2012 informed to the creditors that Company has settled the dues of 82.5% of secured creditors namely Standard Chartered Bank and ARCIL. The Company has also submitted the proposal under one time settlement to the other secured creditors including Saraswat Bank and are under active discussion with the banks and the next date of hearing is fixed on 11.09.2012.

4a) FIXED DEPOSITS:

The Company has not received any deposit from Public during the year.

5) PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975, are not applicable to the Company.

6) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of stores, raw materials including components, plant and machinery, equipments and other assets and also for the sale of goods.

7) HUMAN RESOURCES / INDUSTRIAL RELATIONS:

The Company has cordial industrial relations at all levels during the year under review.

8) DIRECTORS:

Mr. Deepak A. Motasha and Mr. Jayesh A Motasha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their reappointment. (Details are furnished under Notice).

9) Directors' Responsibility Statement:

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

a) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2012 the applicable accounting standards/practices 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 that period;

c) 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;

d) that the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

10) CORPORATE GOVERNANCE:

A separate reports on Corporate Governance is annexed hereto as Annexure "A".

11) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

The particulars of energy conservation, technology absorption and foreign exchange earnings and outgo, as applicable to the Company are as per Annexure "B" attached to the report.

12) AUDITORS' REMARKS & APPOINTMENT:

As regards the remarks & Qualifications in the Auditor's Report, please refer to the Notes forming Part of the Accounts which are self-explanatory. M/s. Chandrakant & Sevantilal & J. K. Shah & Co., Chartered Accountants, Vadodara will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

You are requested to appoint Auditors.

The Company has received a letter from them to the effect that their re-appointment, if made would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

13) ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the co-operation and support received from Financial Institutions, Banks, BIFR, Customers and other Government agencies. Your Directors place on record their appreciation for the services rendered by Employees during the critical period of the Company.

On Behalf of the Board of Directors For ROYAL CUSHION VINYL PRODUCTS LTD.

Vinod K. Shah Mukesh A. Motasha Executive Director Director

Place : Mumbai

Date :31st July, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

1) FINANICAL RESULTS:

(Rs.in Lacs)

Particulars Current Previous year ended year ended

31.03.2010 31.03.2009

Sales and operating income 4224 5111 (includes changes in stocks)

Other Income 33 118

TOTAL INCOME 4257 5229

Total Expenditure 4327 5260

Profit/(loss) before interest and (70) (31) depreciation

Add: Finance & Bank Charges 1106 1787

Depreciation 807 808

Profit/(loss) before tax (1983) (2626)

Provision for fringe benefit tax - 6

Profit/(Loss) after taxation (1983) (2632)

Prior year’s expenses 15 (9)

Bal. Brought forward from (41230) (38607)

previous year

Balance carried forward to (43228) (41230) balance Sheet

2) PERFORMANCE:

The Company has achieved turnover of Rs. 4224 lacs as against Rs. 5111 lacs in the previous year. The reduction in turnover is mainly due to overall slowdown in export, recession including to tough competition from local, international market.

3) DIVIDEND:

In view of losses, the Board of Directors is unable to declare any dividend for the year 2009-2010.

4) STATUS WITH BIFR:

As reported in the earlier Annual Reports, the Company has been registered with BIFR since September, 2002. The IDBI, BOI, OBC & EXIM Bank have transferred their debts to ARCIL. The company has already settled entire dues of UBI under one time settlement and has initiated negotiation with rest of banks for One Time Settlement. On finalization of above, a Draft Rehabilitation Scheme ( DRS) for the company will be recommended for approval to the Hon’ble BIFR.

The matter is pending at AAIFR & next hearing is scheduled on 13.09.2010. The Company is in active discussion with lenders for one time settlement.

5) FIXED DEPOSITS:

The Company has not received any deposit from Public during the year.

6) PARTICULARS OF EMPLOYEES:

Provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies ( Particulars of employees) Rules 1975, are not applicable to the Company.

7) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of stores, raw materials including components, plant and machinery, equipments and other assets and also for the sale of goods.

8) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/IND. RELATIONS FRONT.

The Company has cordial industrial relations at all levels during the year under review.

9) DIRECTORS:

Shri. Deepak A Motasha and Shri Jayesh Motasha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their reappointment. (Details are furnished under Notice).

Members are aware that at the 24th A.G.M held on 27th September, 2008 duly approved the re- appointment of Mr. Mahesh K.Shah ( Managing Director), Mr. Vinod K.Shah (Executive Director) & Mr. Mukesh A. Motasha (Executive Director) & Govt. of India vide their letter dt. 27.01.2009, 22.06.2009 & 18.09.2009 respectively duly approved. The Board of Directors / Remuneration Committee of the Company at its’ meeting held on 30th July, 2010 reappointed Mr. Mahesh K.Shah as Managing Director, Mr. Vinod K. Shah as Executive Director & Mr. Mukesh A. Motasha as Execute Director, for a further period of 3 years w.e.f. 1st April, 2011 to 31st March, 2014 subject to approval of shareholders and Central Govt. under Section 198, 269, 309, 310 & 311 & schedule XIII of the Co’s Act, 1956.

10) DIRECTORS’ RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards/practices had been followed along with proper explanation relating to material departures;

(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 financial year and of the profit or loss of the Company for the year under review;

(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 Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

11) CORPORATE GOVERNANCE:

A separate reports on Corporate Governance is annexed hereto as Annexure "A".

12) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHNAGE EARNINGS AND EXPENDITURE:

The particulars of energy conservation, technology absorption and foreign exchange earning and outgo, as applicable to the Company are as per Annexure "B" attached to the report.

13) AUDITORS’ REMARKS & APPOINTMENT:

As regards the remarks & Qualifications in the Auditor’s

Report, please refer to the Notes forming Part of the Accounts which are self-explanatory. M/s. Chandrakant & Sevantilal & J.K.Shah & Co., Chartered Accountants, Baroda will retire as Auditors at the ensuing Annual General Meeting and are eligible for re-appointment.

You are requested to appoint Auditors.

The Company has received a letter from them to the effect that their re-appointment, if made would be within the limits specified under Section 224(1B) of the Companies Act, 1956.

14) ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the co-operation and support received from Financial Institutions, Banks, BIFR, Customers and other Government agencies. Your Directors place on record their appreciation for the services rendered by Employees during the critical period of the Company.

On Behalf of the Board of Directors For ROYAL CUSHION VINYL PRODUCTS LTD.

Mahesh K. Shah

Chairman & Managing Director

Place : Mumbai

Date : 30th July, 2010

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