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Directors Report of Soma Papers & Industries Ltd.

Mar 31, 2014

TO THE MEMBERS

The directors are pleased to present their Twenty Third annual report together with audited statement of accounts, for the year ended March 31, 2014.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 12.41 Lac during the year under review as against Loss of Rs. 16.61 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 831.98 Lac has been carried to the Balance Sheet.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2014 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2014 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri G.S. Manasawala, Director (DIN:01267114) retires by rotation and being eligible offers himself for reappointment.

Shri K.G.Gupta, Director (DIN:00997067), retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2014.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company up to the conclusion of the ensuing Annual General. They have expressed their inability to continue as Auditors for forthcoming year due to threshold limit of audits. We have received a notice from a shareholder to appoint M/s .Dharmesh Shah & Co as statutory auditors. You are requested to appoint them.

AUDITORS REPORT – DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor''s qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM Ltd., your directors want to present that as per the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI) all secured liabilities have to be cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details have been given to us by bank. Further, we inform that bank has never consulted us about disbursement made for labour payments or payment to the Maharashtra State Electricity Board (MSEB), (an unsecured creditor).

3. As mentioned above, MSEB dues have been settled by bank.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

6. The ensuing case before the Debts Recovery Appellate Tribunal (DRAT) at Mumbai has resulted in the Honorable Judge passing an Order setting aside the sale of movable and immovable assets by Bank of India owned by the Company. However, the alleged purchaser has appealed to the higher court and the case is now pending before the Bombay High Court.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

DIRECTORS REMUNERATION

The directors have taken remuneration if any, during the last year has been detailed in Statement of Affairs.

COMPLIANCE CERTFICATE

The compliance certificate pursuant to Sub-section (1) of Section 383A of the Companies Act, 1956 issued by the Companies Secretaries, M/s GMJ & ASSOCIATES is annexed hereto and forms part of this report.

By order of the board of directors

BHARAT SOMANI (DIN 00286793) Mumbai, May 31, 2014 Executive Director


Mar 31, 2013

TO THE MEMBERS

The directors are pleased to present their Twenty Second annual report together with audited statement of accounts, for the year ended March 31,2013.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 16.61 Lac during the year under review as against Loss of Rs. 22.15 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 819.29 Lac, has been carried to the Balance Sheet.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2013 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2013 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri Vikram Somani, Director retires by rotation and being eligible offers himself for reappointment. Shri Bharat Somani, Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2013.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company up to the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor''s qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to be cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details have been given to us by bank. Further, we inform that bank has never consulted us about disbursement made for labour payments or payment to the MSEB (an unsecured creditor).

3. As mentioned above, MSEB dues have been settled by bank.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2 A A) of the Companies Act, 1956 the directors would like to state

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

SAD DEMISE OF K.K. SOMANI

It was with deep regret noting the sad demise of Shri Krishna Kumar Somani. Shri Krishna Kumar Somani was the Chairman of the Company since the inception. He left for his heavenly abode on 9* April, 2012. The Stock Exchange, SEBI and relevant authorities have been informed accordingly.

DIRECTORS REMUNERATION

The directors have taken remuneration if any, during the last year has been detailed in Statement of Affairs.

COMPLIANCE CERTFICATE

The compliance certificate pursuant to Sub-section (1) of Section 383A of the Companies Act, 1956 issued by the Companies Secretaries, M/s GMJ & ASSOCIATES is annexed hereto and forms part of this report.

By order of the board of directors

BHARAT SOMANI Mumbai,

May 31, 2013

Executive Director


Mar 31, 2012

The directors are pleased to present their Twenty First annual report together with audited statement of accounts, for the year ended March 31,2012.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 22.15 Lac during the year under review as against Profit of Rs. 51.46 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 802.68 Lac, has been carried to the Balance Sheet.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2012 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2012 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri K G Gupta, Director retires by rotation and being eligible offers himself for reappointment.

Shri G S Manasawala, Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2012.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor's qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details have been given to us by bank. Further, we infirm that bank has never consulted us about disbursement made for labour payments or payment to the MSEB (an unsecured creditor).

3. As mentioned above, MSEB dues have been settled by bank; MSEB continues to press charges in the court and obtained a decree for Rs.16.81 lacs along with interest @ 6% p.a. from September, 2006. We do not know which is correct.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company's assets.

ENERGY COSERVATION ETC

The particular for energy conservation etc. are nil in view of closure to company's activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

SAD DEMISE OF K.K. SOMANI

It was with deep regret noting the sad demise of Shri Krishna Kumar Somani. Shri Krishna Kumar Somani was the Chairman of the Company since the inception. He left for his heavenly abode on 9th April, 2012. The Stock Exchange, SEBI and relevant authorities have been informed accordingly.

DIRECTORS REMUNERATION

The directors have taken remuneration if any, during the last year has been detailed in Statement of Affairs.

COMPLIANCE CERTFICATE

The compliance certificate pursuant to Sub-section (1) of Section 383A of the Companies Act, 1956 issued by the Companies Secretaries, M/s P.Maheshwary & Associates is annexed hereto and forms part of this report.

By order of the board of directors

BHARAT SOMANI

Mumbai, September 4, 2012 Executive Director


Mar 31, 2010

TO THE MEMBERS

The directors are pleased to present their Nineteenth annual report together with audited statement of accounts, for the year ended March 31,2010.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 0.84 Lac during the year under review as against Profit of Rs. 23.14 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 832.00 Lac, has been carried to the Balance Sheet.

NET WORTH

Your company being a sick industrial undertaking on the basis of its negative net worth as on March 31, 2004 had made reference to the Board for Financial Reconstruction under SICA 1985.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2010 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2010 are attached herewith as required under section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The union of company's workmen had filed a complaint in the Nashik Industrial Court against the closure of factory. The company has noticed its inability to continue manufacturing operations in view of unviable operations as the same are not commercially viable.

DIRECTORS

Shri K G Gupta, Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2010.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditors' qualifications are matters of facts.

Regarding non-provision of interest on cash credit facility and interest in sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state :- 1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company's assets.

ENERGY COSERVATION ETC.

The particular for energy conservation etc. are nil in view of closure to company's activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

COMPLIANCE CERTFICATE

The compliance certificate dated AUG 28, 2010 issued by the Companies Secretaries, M/s P.Maheshwary & Associates is annexed hereto.

By order of the board of directors

K.K.SOMANI Chairman

Mumbai, August 28,2010

 
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