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 Â 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, 2011
The directors are pleased to present their Twentith annual report
together with audited statement of accounts, for the year ended March
31,2011.
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 Profit
of Rs. 51.46 Lac during the year under review as against Loss of Rs.
0.84 Lac in the previous year. The balance in the Profit & Loss
Account, being loss of Rs. 780.54 Lac, has been carried to the Balance
Sheet.
During the year, Company has recovered Rs.34.51 Lacs from GTC, which
was written off in earlier years. The company also recovered interest
on the same from GTC.
DIVIDEND
It is not possible to recommend payment of Dividend for the year ended
March 31, 2011 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 31,2011 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 re-appointment.
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 31,2011.
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 Â 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 has
been given to us by bank. Further, we infirm that bank has never
consulted us about disbursement made for labor payments or payment to
the MSEB (an unsecured creditors).
3. As mentioned above, MSEB dues has 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.
DIRECTORS REMUNERATION
The Directors having working without any remuneration for last many
years. Hence they have proposed nominal remuneration to all executive
directors for their time and involvement giving to the Company.
COMPLIANCE CERTFICATE
The compliance certificate issued by the Companies Secretaries, M/s GMJ
Associates is annexed hereto.
By order of the Board of Directors
Mumbai, K. K. SOMANI
August 27,2011 Chairman
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
Mar 31, 2008
The directors are pleased to present their seventeenth annual re- port
together with audited statement of accounts, for the year ended March
31,2008.
OPERATIONS
Your company had to stopped its manufacturing activities w.e.f. August
4, 2004, as the same have become totally unviable. It has incurred loss
of Rs. 21.64 Lac during the year under review as against Rs. 41.65 Lac
in the previous year. The balance in the Profit & Loss Account, being
loss of Rs. 868.30 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 Rs. on March 31, 2004 had made reference to the
Board for Financial Reconstruction under SICA 1985. The lead bankers on
behalf of consortium of bank took possession of assets at Nasik and
issued a notice under SARFAESI ACT that they propose to dispose off the
assets directly without waiting for BIFR proceedings in the last year.
Subsequently they auctioned it.
The Banks has also started to repay the liabilities such as secured
debentures etc, out of the auction money, however, since the com- pany
has filed the appeal, no entry has been passed in the books of
accounts.
Since the bank has taken above steps without considering the Company at
various stages as per the requirement of law, your Company has appealed
to Debt Recovery Tribunal (DRT) and filed application before Debt
Recovery Tribunal as per the direction given by High Court.
DIVIDEND
It is not possible to recommend payment of Dividend for the year ended
March 31, 2008 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 com- pany
M/S VECRON INDUSTRIES LTD. for the year ended March 31,2008 are
attached herewith as required under section 212 of the Companies Act,
1956.
INDUSTRIAL RELATIONS
The union of companys workmen has 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 Bharat Somani, Executive 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 31,2008.
AUDITORS
M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of
your company upto the conclusion of the ensuing An- nual General
Meeting, are available as auditors of your company for reappointment.
AUDITORS REPORT - DIRECTORS COMMENTS
In view of continuos past losses sustained by the company and it being
very difficult to revive manufacturing operations, your direc- tors
have 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 inter-
est in sales t3x 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 before issuing balance certifi- cate.
Hence, no further provision on account of interest has been made in the
books.
DIRECTORS RESPONSIBILTY STATEMENT
in terms of Section 217 (2AA) or the Companies Act, 1956 the di-
rectors would like to state :-
1. that in the preparation of annual accounts, the applicable ac-
counting standards had been followed along with proper ex- planation
relating to material departures;
2. that the directors have selected such accounting policies and
applied them consistently and made judgements 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 companys assets.
ENERGY CONSERVATION ETC.
The particular for energy conservation etc. are nil in view of closure
to companys 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 the Companies Secretaries, M/s
P.Maheshwary & Associates is annexed hereto.
By order of the board of directors
K.K.SOMANI
Chairman
Mumbai,July 28,2008
Mar 31, 2007
The directors are pleased to present their sixteenth annual report
together with audited statement of accounts, for the year ended March
31,2007.
OPERATIONS
Your company had to stopped its manufacturing activities w.e.f. August
4, 2004, as the same have become totally unviable. It has incurred loss
of Rs. 41.65 Lac during the year under review as against Rs. 41.52 Lac
in the previous year. The balance in the Profit & Loss Account, being
loss of Rs. 846.66 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 has already made reference to
the Board for Financial Reconstruction under SICA 1985. The lead
bankers on behalf of consortium of bank has taken possession of assets
at Nasik and issued a notice under SARFAESI ACT that they propose to
dispose off the assets directly without waiting for BIFR proceedings in
the last year. In the same line bank has taken the possession of the
assets and have subsequently auctioned it.
Since the bank has taken above steps without informing the Company as
per the requirement of law, your Company has obtained stay from the
court and filed revision application before Debt Recovery Tribunal. The
matter is with the court.
DIVIDEND
It is not possible to recommend payment of Dividend for the year ended
March 31, 2007 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 31,2007 are
attached herewith as required under section 212 of the Companies Act,
1956.
INDUSTRIAL RELATIONS
The union of companys workmen has 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 Bharat Somani, Executive 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 31,2007.
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 have
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 the above matters are on the verge for settlement with the banks
and financial institutions. By considering the chances of waiver of
interest, provision for the same has not been made in the books of
accounts.
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 judgements 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 companys assets.
ENERGY COSERVATION ETC.
The particular for energy conservation etc. are nil in view of closure
to companys activities from August 4,2004.
PARTICULARS OF EMPLOYEES
of the Companies Act, 1956, are Nil.
COMPLIANCE CERTFICATE
The compliance certificate dated 31st Aug,2007 issued by the Companies
Secretaries, M/s P.Maheshwary & Associates is annexed hereto.
By order of the board of directors
Mumbai, K. K. SOMANI
August 31,2007 Chairman
Mar 31, 2006
ANNUAL REPORT 2005-2006
DIRECTORS' REPORT
TO
THE MEMBERS
Your directors are pleased to present their fourteenth annual report
together with audited statement of accounts, for the year ended March
31, 2006.
OPERATIONS
Your company has stooped its manufacturing activities w.e.f. August 4,
2004, as the same have become totally unviable. It has incurred loss of Rs.
41.52 Lac during the year under review as against Rs. 278.36 Lac in the
previous year. The balance in the Profit & Loss Account, being loss of
Rs. 805.01 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 has already made reference to
the Board for Financial Reconstruction under SICA 1985. Subsequently, the
lead tinkers on behalf of consortium of bank has taken possession of assets
at Nasik and issued notice under SARFAESI ACT that they propose to dispose
off the assets directly without waiting for BIFR proceedings.
Alternatively, they have asked the promoters to sell of the assets and
settle their dues. Negotiations for this matter are going on.
DIVIDEND
It is not possible to recommend payment of Dividend for the year ended
March 31, 2006 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, 2006 are
attached herewith as required under section 212 of the Companies Act, 1956.
INDUSTRIAL RELATIONS
The union of company's workmen has filed a complaint in the Nashik
Industrial Court against the closure of factory. The company has announced
its inability to continue manufacturing operations in view of unviable
operations.
DIRECTORS
Shri Vikram Somani 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, 2006.
INSURANCE
All the properties & insurable interests of the company have been
adequately insured by the company.
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 continuous past losses sustained by the company and it being
very difficult to revive manufacturing operations, your directors have 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
sates tax. loan from SICOM, your directors wants to present that the above
matters are on the verge for settlement with the banks and financial
institutions. By considering the chances of waiver of interest, provision
for the same has not been made in the books of accounts.
DIRECTORS RESPONSIBILITY 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 judgements 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 CONSERVATION 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 CERTIFICATE
The compliance certificate dated August 16, 2006 issued by the
Companies Secretaries, M/s P.Maheshwari & Associates is annexed hereto.
By order of the board of directors
K.K.SOMANI
Mumbai, August 30, 2005 Chairman
COMPLIANCE CERTIFICATE
(Under Proviso to Sub-Section (1) of Section 383 A)
Registration No. : 11-64085 of 1991
Nominal Capital : Rs.5,00,00,000/-
Paid-up Capital : Rs.1,40,21,500/-
To
The Members,
SOMA PAPERS & INDUSTRIES LIMITED
I have examined the registers, records, books and papers of SOMA PAPERS &
INDUSTRIES LIMITED having its registered office at G.D. Somani Marg,
Panchak, Nashik Road - 422 101 as required to be maintained under the
Companies Act, 1956, (the Act) and the rules made thereunder and also the
provisions contained in the Memorandum and Articles of Association of the
company for the financial year ended on 31st March, 2006. In my opinion and
to the best of my information and according to the examinations carried out
by me and explanations furnished to me by the company, its officers and
agents. I certify that in respect of the aforesaid financial year :
01. The company has kept and maintained all registers as stated in Annexure
'A' to this certificate as per the provisions of the Act and the rules made
thereunder and all entries therein have been duly recorded.
02. The Company has filed the forms and returns as stated in Annexure 'B'
to this certificate with the Registrar of Companies, Maharashtra, Mumbai
beyond the time prescribed under the Act and the rules made thereunder.
03. The company is a public limited company and hence comments are not
required.
04. The Board of Directors duly met 5 times on 28.04.2005, 22.08.2005,
5.09.2005, 18.11.2005, and 15.02.2006 in respect of which meetings proper
notices were given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose.
05. The company has closed its Register of Members on 23rd December, 2005
to 27th December 2005 and necessary compliance of Section 154 of the Act
has been made.
06. The Annual General Meeting for the financial year ended on 31st March,
2005 was held on 30th December, 2005 after giving due notice to the
members of the company and the resolutions passed thereat were duly
recorded in the Minutes Book maintained for the purpose.
07. No extra ordinary general meeting was held during the financial year
under scrutiny.
08. The company has not advanced any loan to its Directors and/or persons
or firms or companies referred to in Section 295 of the Act.
09. No contracts were entered during the year attracting the provisions of
Section 297 of the Act.
10. The company was riot required to make any entry in the register
maintained under Section 301 of the Act.
11. As there were no instances failing within the purview of Section 314 of
the Act, the company has not obtained any approvals from the Board of
Directors, members or Central Government.
12. The company did not issue any duplicate share certificates during the
financial year under scrutiny.
13. The company has :
i. Delivered all the certificates on lodgment thereof for transfer of
shares in accordance with the provisions of the Act.
ii. Not deposited any amount in a separate Bank Account as no dividend was
declared during the financial year.
iii. Not posted warrants to any member of the company as no dividend was
declared during the financial year.
iv. No amounts unpaid in dividend account, application money due for
refund, matured deposit, matured debentures and the interest accrued
thereon which have remained unclaimed or unpaid for a period of seven years
and hence transferring of the same to the Investor Education and Protection
Fund does not arise,
v. Duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the company is duly constituted and there was
no appointment of directors, additional directors, alternate directors and
directors to fill casual vacancy during the financial year under scrutiny.
15. the re-appointment of Whole-time Director has been made in compliance
with the provisions of Section 269 read with Schedule XIII to the Act.
However, there is no new appointment during the financial year under
scrutiny.
16. The company has not appointed any, sole-selling agents during, the
financial year under scrutiny.
17. The company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director and/or such other
authorities prescribed under the various provisions of the Act.
18. The Directors have disclosed their interest in other firms/companies to
the Board of Directors pursuant to the provisions of the Act and the rules
made thereunder.
19. The company has not issued any shares/debentures/other securities
during the financial year under scrutiny.
20. The company has not bought back any shares during the financial year
under scrutiny.
21. The company has not issued any preference shares and hence there is no
question of redemption of the same and in respect of debentures there was
no redemption curing the year under scrutiny.
22. During the year there was no need for the company to keep in abeyance
right to dividend, rights shares and bonus shares.
23. The company has not invited/accepted any deposits falling within the
purview of Section 58A of the Act during the financial year under scrutiny.
24. The amounts borrowed by the company from Financial Institutions, Banks
and others are within the borrowing limits of the company and that
necessary resolutions as per Section 293 (1) (d) of the Act have been
passed during earlier years.
25. The company has made investments in other bodies corporate in
compliance with the provisions of the Act and has made necessary entries in
the register kept for the purpose.
26. The company has not-altered the provisions of the Memorandum of
Association with respect to situation of the company's registered office
from one state to another during the year under scrutiny.
27. The company has not altered the provisions of the Memorandum of
Association with respect to the objects of the company during the year
under scrutiny.
28. The company has not altered the provisions of the Memorandum of
Association with respect to name of the company during the year under
scrutiny.
29. The company has not altered the provisions of the Memorandum of
Association with respect to share capital of the company during the year
under scrutiny.
30. The company has not altered its Articles of Association during the year
under scrutiny.
31. There was no prosecution initiated against or show cause notice
received by the company and no fines or penalties or any other punishment
was imposed on the company during the financial year, for the offences
under the Act.
32. The company has not received any sum as security from its employees
during the year under scrutiny.
33. The company has regularly deposited both employees' and employer's
contribution to Provident Fund with prescribed authorities pursuant to
Section 418 of the Act.
For P. MAHESHWARI & ASSOCIATES
COMPANY SECRETARIES
(P. MAHESHWARI)
PLACE : MUMBAI PROPRIETOR
DATE : 16th AUGUST, 2006 C.P. NO. 1432
Reg.: SOMA PAPERS & INDUSTRIES LIMITED
Registration No. : 11- 64085, of 1991
Nominal Capital : Rs. 5,00,011,000/-
Paid-up Capital : Rs. 1,40,21,500/-
Annexure - A
Registers as maintained by the Company.
1. Register of Charges U/S. 143.
2. Register of Members U/S. 150.
3. Attendance Register for General Meetings U/S. 174.
4. Minutes Books of General Meetings and Board Meetings U/S. 193.
5. Attendance Register for Board Meetings U/S. 287.
6. Register of Contracts U/S. 301.
7. Register of Directors U/S. 303.
8. Register of Directors Shareholding U/S. 307.
9. Register of Investments U/S 372A.
10. Register of Share Transfer.
11. Books of Accounts U/S. 209.
Annexure - B
Forms and Returns as filed by the company, with the Registrar of Companies,
Maharashtra, Mumbai during the financial year ended on 31st March, 2006.
Sr. Form No./ Filed For Date of A B
No. Return under filing
Section
01. Balance Sheet 220 The year ended 25.01.2006 Yes -
and Profit & 31st March, 2005
Loss Account
02. Compliance 383A The year ended 25.01.2006 Yes -
Certificate 31st March, 2005
03. Annual Return 159 As on the date of 25.01.2006 Yes -
the Annual General
Meeting held on
30th December, 2005
A ->> Whether filed within Prescribed time Yes/No
B ->> If delay in filing whether requisite additional fee paid Yes/No
Mar 31, 2005
Our directors are pleased to present their fourteenth annual report
together with audited statement of accounts, for the year ended March
31,2005.
OPERATIONS
Your company has stooped its manufacturing activities w.e.f. August
4,2004, as the same have become totally unviable. It has incurred loss
of Rs. 278.36 Lac during the year under review as against Rs. 110.40
Lac in the previous year. Deferred tax asset being Rs. 129.68 Lac
against past losses have been reversed in ,the current year. The
balance in the Profit & Loss Account, being loss of Rs. 762.94 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 has already 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 31.2005 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 31,2005 are
attached herewith as required under section 212 of the Companies Act,
1956.
INDUSTRIAL RELATIONS
The union of companys workmen has filed a complaint in the Nashik
Industrial Court against the closure of factory. The company has
announced its inability to continue manufacturing operations in view of
unviable operations.
DIRECTORS
Shri K.G. Gupta 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 31,2005.
INSURANCE
All the properties & insurable interests of the company have been
adequately insured by the company.
AUDITORS
M/S Suresh Surana & Associates, Mumbai, who hold office as auditors of
your company upto the conclusion of the ensuing Annual General Meeting,
have regretted their inability to continue as auditors for the next
year. You are requested to consider appointment of M/s Jain Maheshwary
& Co. as auditors of your company for the next term.
AUDITORS REPORT - DIRECTORS COMMENTS
In view of continous past losses sustained by the company and it toeing
very difficult to revive manufacturing operations, your directors have
no other option except to close down the factory. Hence the auditors
qualifications are matters of facts.
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 judgements 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 companys assets.
ENERGY COSEVATION ETC.
The particular for energy conservation etc. are nil in view of closure
to companys 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 August 25,2005 issued by the Companies
Secretaries, M/s P.Maheshwari & Associates is annexed hereto.
By order of the board of directors
K.K.SOMANI
Mumbai, November 18, 2005 Chairman
COMPLIANCE CERTIFICATE
(Under Proviso to Sub-Section (1) of Section 383 A)
Registration No. : 11-64085 of 1991
Nominal-Capital : Rs.5,00,00,000/-
Paid-up Capital : Rs. 1,40,21,500/-
To The Members, SOMA PAPERS & INDUSTRIES LIMITED
I have examined the registers, records, books and papers of SOMA PAPERS
& INDUSTRIES LIMITED having its registered office at G. D. Somani Marg,
Panchak, Nashik Road - 422101 as required to be maintained under the
Companies Act, 1956, (the Act) and the rules made thereunder and also
the provisions contained in the Memorandum and Articles of Association
of the company for the financial year ended on 31st March, 2005. In my
opinion and to the best of my information and according to the
examinations carried out by me and explanations furnished to me by the
company, its officers and agents, I certify that In respect of the
aforesaid financial year:
01. the company has kept and maintained all registers as stated in
Annexure "A" to this certificate as per the provisions of the Act and
the rules made thereunder and all entries therein have been duly
recorded.
02. the company has filed the forms and returns as stated in Annexure
"B" to this certificate with the Registrar of Companies, Maharashtra,
Mumbai beyond the time prescribed under the Act and the rules made
thereunder.
03. the company is a public limited company and hence comments are not
required .
04. the Board of Directors duly met 4 times on 30th April 2004, 31st
July 2004, 23rd October 2004 & 11th January 2005 in respect of which
meetings proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
05. the company has closed its Register of Members on 29th December,
2004 and necessary compliance of Section 154 of the Act has been made.
06. the Annual GenewtMeeting for the financial year ended on 31st
March, 2004 was held on 29th.December, 2004 after giving due notice to
the members of the company and the resolutions passed thereat were duly
recorded in the Minutes Book maintained for the purpose.
07. no extra ordinary general meeting was held during the financial
year under scrutiny.
08. the company has not advanced any loan to its Directors and/or
persons or firms or companies referred to in Section 295 of the Act.
09. no contracts were entered during the year attracting the provisions
of Section 297 of the Act.
10. the company was not required to make any entry in the register
maintained under Section 301 of the Act.
11. as there were no instances falling within the purview of Section
314 of the Act, the company has not obtained any approvals from trie
Board of Directors, members or Central Government.
12. the company did not issue any duplicate share certificates during
the financial year under scrutiny.
13. the company has :
i. delivered all the certificates on lodgment thereof for transfer of
shares in accordance with the provisions of the Act.
ii. not deposited any amount in a separate Bank Account as no dividend
was declared during the financial year
iii. not posted warrants to any member of the company as no dividend
was declared during the financial year.
iv. no amounts unpaid in dividend account, application money due for
refund, matured deposits, matured debentures and the interest accrued
thereon which have remained unclaimed or unpaid for a period of seven
years and hence transferring of the same to .the Investor Education
arid Protection Fund does not arise.
v. duty complied with the requirements of Section 217 of the Act.
14. the Board of Directors of the company is duly constituted and
there was no appointment of directors, additional directors, alternate
directors and directors to fill casual vacancy during the financial
year under scrutiny.
15. the re-appointment of Whole-time Director has been made In
compliance with the provisions of Section 269 read with Schedule XIII
to the Act. However, there is no new appointment during the financial
year under scrutiny.
16. the company has not appointed any sole-selling agents during the
financial year under scrutiny.
17. the company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director and/or such other
authorities prescribed under the various provisions of the Act except
that the company has obtained permission from Registrar of Companies,
Maharashtra. Mumbai in respect of extention for holding Annual General
Meeting for the year ended 31st March, 2004.
18. the Directors Have disclosed their interest in other
firms/companies to the Board of Directors pursuant to the provisions of
the Act and the rules made thereunder.
19. the company has not issued any shares/debentures/other securities
during the financial year under scrutiny.
20. the company has not bought back any shares during the financial
year under scrutiny.
21. the company has not issued any preference shares and hence there is
no question of redemption of the same and in respect of debentures
there was no redemption during the year under scrutiny.
22. during the year there was no need for the company to keep in
abeyance right to dividend, rights shares and bonus shares.
23. the company has not invited/accepted any deposits falling within
the purview of Section 58A of the Act during the financial year under
scrutiny.
24. the amounts borrowed by the company from Financial Institutions,
Banks and others are within the borrowing limits of the company and
that necessary resolutions as per Section 293 (1) (d) of the Act have
been passed during earlier years.
25. the company has made investments in other bodies corporate in
compliance with the provisions of the Act and has made necessary
entries in the register kept for the purpose.
26. the company has not altered the provisions of the Memorandum of
Association with respect to situation of the companys registered
office from one state to another during the year under scrutiny.
27. the company has not altered the provisions of the Memorandum of
Association with respect to the objects of the company during the year
under scrutiny.
28. the company has not altered the provisions of the Memorandum of
Association with respect to name of the company during the year under
scrutiny.
29. the company has not altered the provisions of the Memorandum of
Association with respect to share capital of the company during the
year under scrutiny.
30. the company has not altered its Articles of Association during the
year under scrutiny.
31. there was no prosecution initiated against or show cause notice
received by the company and no fines or penalties or any other
punishment was imposed on the company during the financial year, for
the offences under the Act.
32. the company has not received any sum as security from its employees
during the year under scrutiny.
33. the company has regularly deposited both employees and employers
contribution to Provident Fund with prescribed authorities pursuant to
Section 418 of the Act.
For P. MAHESHWARI& ASSOCIATES
COMPANY SECRETARIES
(P. MAHESHWARI)
PLACE: MUMBAI PROPRIETOR
DATE : 25th AUGUST, 2005 C.P. NO. 1432
Reg.: SOMA PAPERS & INDUSTRIES LIMITED
Registration No. : 11-64085 of 1991
Nominal Capital : Rs. 5,00,00,000/-
Paid-up Capital : RS. 1,40,21,500/-
Annexure-A
Registers as maintained by the Company.
1. Register of Charges U/S. 143.
2. Register of Members U/S. 150.
3. Attendance Register for General Meetings U/S. 174.
4. Minutes Books of General Meetings and Board Meetings U/S. 193.
5. Attendance Register for Board Meetings U/S. 287.
6. Register of Contracts U/S. 301
7. Register of Directors U/S. 303.
8. Register of Directors Shareholding U/S. 307.
9. Register of Investments U/S 372A.
10. Register of Share Transfer.
11. Books of Accounts U/S. 209.
Annexure B
Forms and Returns as filed by the company with the Registrar of
Companies, Maharashtra, Mumbai during the financial year ended on 31st
March, 2005.
Sl. Form No./ Filed For Date of Whether if delayin
No. Return under filing filed filing
Section within whether
Prescribed requisite
time additional
yes/no feepaid
Yes/No
01. Annual Return 199 as on the date of 1st March, 2005 No Yes
the Annual General
Meeting heldon *
29th December, 2004
02. Balance Sheet 220 the year ended 3rd March, 2005 No Yes
and Profit & 31st March, 2004
Loss Account.
03 Compliance 383A the year ended 3rd March, 2005 No Yes
Certificate 31st March, 2004
Mar 31, 2004
THE MEMBERS
The directors are pleased to present their thirteenth annual report
together with audited statement of accounts, for the year ended on 31st
March, 2004.
OPERATIONS
The company has incurred net loss of Rs.137.52 lac for the year under
review against loss of Rs.131.09 lac in the previous year. Production
at 3045 MT (144MT) and sale at 2994 MT (204MT) of the value of
Rs.1028.16 lac (Rs.77.24 lac) have not been viable due to varied
reasons. Company's proposal for restructuring of its credit limits and
waiver of interest during closure period was turned down by Bank of.
India consortium in June 2004 after holding it under their active
consideration for about 27 months. The consortium has demanded one time
settlement of their existing exposure.
The company was unable to run its factory during 2002-03 due to
financial constraints. It was reopened from February 2003 against the
orders placed by JK Paper Ltd. with the hope of getting financial
assistance from company's' bankers. However, full scale operations
could not be reached for want of working capital funds and your company
continued to incur losses during 2003-04 against limited job orders
carrying negative margin. We have once again closed the factory from
04.08.2004 till company's' scheme for rehabilitation on the basis of
full capacity utilisation is ensured with adequate financial
assistance.
NET WORTH
Company's net worth has turned negative as per its audited accounts as
on 31.03.2004. Company being a sick industrial undertaking will make
necessary reference to the Board for Industrial and Financial
Reconstruction under the Sick Industrial Companies (Special Provisions)
Act 1985.
DIVIDEND
It is not possible to recommend payment of dividend for the year ended
31.03.2004, in view of operational 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 on 31.03.2004 are
attached herewith as required under section 212 of the Companies Act
1956.
The subsidiary is exploring possibilities of revival as disposal of its
assets after, dismantling the plant will not fetch reasonable amount to
discharge institutional/bank abilities. BIFR opinion for winding up the
company has not yet come up for consideration by the concerned High
Court. In the meantime, ICICI Bank Ltd. have assigned their financial
assistance to Asset Reconstruction Company (India) Limited for recovery
of their dues.
INDUSTRIAL RELATIONS
The union of company's workmen have filed complaint in the Nashik
Industrial Court, against the closure of factory. Your company has
expressed its inability to continue manufacturing operations pending
sanction of rehabilitation scheme.
DIRECTORS
Shri GS Manasawala retires by rotation and being eligible offers
himself for reappointment.
PUBLIC DEPOSITS
The company has not accepted/invited any amount of deposits from
public during the year under review and hence does not hold such
deposits as on 31.03.2004.
INSURANCE
All the properties and insurable gable interests of the company have
been adequately insured by the company.
AUDITORS
M/s. Suresh Surana & Associates, Mumbai hold office as auditors of your
company upto the conclusion of the ensuing annual, general meeting and
are available for reappointment.
AUDITORS REPORT DIRECTORS COMMENTS
1. The company has prepared its annual accounts on a going concern
basis as its manufacturing operations are commercially viable at full
utilisation of Company's' capacity and hence the factory will be
reopened after its rehabilitation scheme is approved by BIFR. (refer
note 2(f) (i) of the report).
2 In view of BIFR's opinion for winding up company's subsidiary Vecron
Industries Ltd. forwarded to proper High Court vide their order dated
07.08.2001, provision for interest free loan of Rs.432.60 lac due from
the said subsidiary was made upto 100% in the books of account of the
company in the year ended 31.03.2002. However, the said opinion is yet
to be considered by proper High Court as per provisions of SICA 1985.
The board of your company has therefore, considered prudent to write
back the said provision to the extent of 20 % being Rs. 86.52 lac in
the year ended 31.03.2003 pending disposal of BIFR's opinion by proper
High Court and consequent distribution of the proceeds from realisation
of subsidiary's assets (refer note 2 (f) (ii) of the report).
3. The company as usual has sent letters for confirmation of balances
as on 31.03.2004 to its debtors, creditors, bankers and financial
institutions with a request to return such letters directly to
company's auditors. None of these persons has pointed out any
discrepancy in such balance to the company or its auditors (refer note
8 of schedule 21).
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section. 217 (2AA) of the Companies Act, 1956, the
directors would like to state: -
1. That in the preparation of me 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 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 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;
4. That the directors had prepared the annual accounts on a going
concern basis.
ENERGY CONSERVATION ETC.
The company takes need based steps for energy conservation etc.
The company's foreign exchange earnings and outgo in Indian rupees is
Rs. Nil and Rs. Rs.636688 respectively.
PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 are Nil.
COMPLIANCE CERTIFICATE
The compliance certificate dated 23rd October 2004 issued by the
company secretary Shri P Maheshwari is annexed hereto. By order of the
board of directors
Mumbai, K.K. SOMANI
23rd October 2004 CHAIRMAN
Mar 31, 2003
Your directors are pleased to present their Twelfth annual report
together with audited statement of accounts, for the year ended on 31st
March, 2003.
OPERATIONS
Your companys factory remained closed from April 02 to January 03 as
the union of workmen refused to accept terms of settlement dated
07-05-2002. Power connection was cut off on 30-04-2002. Discussions
took place with the union of workmen to arrive at amicable terms of
settlement for re-starting the factory; We are pleased to state that
another agreement containing revised terms of employment was signed
between the company and union on 03-01-2003 in presence of the officer
of Labour Commissioner, Nashik. Steps have been taken for recommencing
the plant after restoration of power connection from February 2003.
Although company is getting good response from the market yet the
manufacturing operations have not picked up due to inadequate working
capital. Our proposal for conversion of existing outstanding CC
advances Into working capital term loan and provide additional finance
for working capital Is under consideration of Bank of India consortium.
We hope to receive their approval on reasonable terms.
Your company has incurred net loss of Rs.11.08 lac for the year under
review. Production at 144 MT (3430 MT) and Sale at 204 MT (3529MT) of
the value of Rs. 69.49 lac (Rs.1309.62 lac) are negligible as the
plant remained in operative during the year ended 31-03-03.
DIVIDEND
It is not possible to recommend payment of dividend for the year ended
31.03.2003, in view of operational 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 on 31.03.2003 are
attached herewith as required under section 212 of the Companies Act
1956.
Your subsidiary is exploring possibilities of revival as disposal of
Its assets after dismantling the plant will not fetch reasonable amount
to discharge institutional/bank liabilities. BIFR opinion for winding
up the company has not yet come up for consideration by the High Court.
In the meantime enquires have been received from prospective buyers to
consider revival of the unit.
INDUSTRIAL RELATIONS
The company Is having cordial relations with its workmen and other
employees specially after re-start of the plant.
DIRECTORS
Shri KK Somani retires by rotation and being eligible offers himself
for reappointment. Shri KG Gupta was appointed as an additional
director of the company on 38-10-2002. His re-appointment at the
forthcoming annual general meeting Is recommended as his experience in
paper Industry will be useful to the company.
PUBLIC DEPOSITS
The company has not accepted/invited any amount of deposits from
public during the year under review and hence does not hold such
deposits as on 31.03.2003.
INSURANCE
All the properties and insurable interests of the company have been
adequately insured by the company.
AUDITORS
M/s. Suresh Surana & Associates, Mumbai hold office as auditors of your
company upto the conclusion of the ensuing annual general meeting and
are available for reappointment.
AUDITORS REPORT - DIRECTORS COMMENTS
1. The company has prepared its annual accounts on a going concern
basis as it has already signed an agreement with the union of workmen
on 03.01.2003 for continuing its operations with remaining workmen at
revised pay scale and the said agreement has been Implemented. In view
of this, the company in compliance with accounting standard AS 22 is
obliged to account for the liabilities/assets arising out of the
provisions for taxes on income (refer note 2(d) of the report)
2. In view of BIFRs opinion for winding up companys subsidiary Vecron
Industries Ltd. forwarded to proper High Court vide their order dated
07-08-2001. provision for interest free loan of Rs. 432.60 lac due from
the said subsidiary was made upto 100% in the books of account of the
company for the year ended 31-03-2002. However, the said opinion is
yet to be considered by proper High Court as per provisions of SICA
1985. The board of your company has therefore, considered prudent to
write back the said provision to the extent of 20% being Rs. 86.52 lac
pending disposal of BIFRs opinion by proper High Court and consequent
distribution of the proceeds from realisation of subsidiarys assets
(refer note 2(f) of the report).
3. The company as usual has sent letters for confirmation of balances
as on 31.03.2003 to Its debtors, creditors, bankers and financial
Institutions with a request to return such letters directly to
companys auditors. None of these parsons has pointed out any
discrepancy In such balance to the company or Its auditors (refer note
6 of schedule 21).
4. The company has not yet become sick industrial undertaking as Its
networth is positive as on 31-03-2003 and hence not required to make a
reference to the Board for Industrial & Financial Reconstruction (BIFR)
under section 15 of SICA 1985. (refer note 20 of Annexure to the
report)
5. The company has not maintained cost accounting records as prescribed
by the Central Government vide GSR 601(E) dated 31.12.1975 as the said
records pertain to a paper manufacturing company whereas your company
is an independent paper converter (refer note 2(b) of the report).
DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 217 (2AA) of the Companies Act, 1956, the directors
would like to state.
1. that in the preparation of the 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 ware
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
loss of the company for the year under review;
3. 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:
4. that the directors had prepared the annual accounts on a going
concern basis.
ENERGY CONSERVATION ETC.
The companys factory was closed during the year ended 31-3-2003 and
hence steps for energy conservation etc. will be taken in the current
year.
The companys foreign exchange earnings and outgo In Indian rupees is
Rs. NIL lac and Rs. NIL lac respectively.
Details of power and fuel consumption as required under section 217(1)
(e) of the Companies Act, 1956 are as follows. These are not comparable
as companys factory was closed during the year ended 31.03.2003.
Particulars 2002-2003 2001-2002
I. Electricity:
a) Purchases
Quantity - Unit 104121 1531093
Total cost - Rupees 919395 6872617
Rate per unit - Rupees 8.83 4.49
b) Own generation Nil Nil
II. Coal:
Quantity - MT 75 1854
Total cost - Rupees 179101 4139026
Rate per unit - Rupees 2388 2232
III. Furnace oil:
* Quantity - KL Nil Nil
Total cost - Rupees Nil Nil
Rate per unit - Rupees Nil Nil
Iv. Consumption per ton of
production
Products: Coated & Speciality Papers 144 3,430
Production - MT
- Electricity - Units/MT 723 446
- Coal - KG/MT 521 541
- Furnace oil - KL/MT Nil Nil
PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 are Nil.
COMPLIANCE CERTIFICATE
The compliance certificate dated 19th July, 2003 Issued by the company
secretary Shri P Maheshwari Is annexed hereto.
By order of the board of directors
Mumbai KK SOMANI
19th July 2003 CHAIRMAN
COMPLIANCE CERTIFICATE (Under Proviso to Sub-Section (1) of Section 383
A)
Registration No. : 11-64086 of 1991
Nominal Capital : Rs. 5,00,00,000/-
Paid-up Capital : Rs. 1,40,21,500/-
To The Members, SOMA PAPERS & INDUSTRIES LIMITED
I have examined the registers, records, books and papers of SOMA PAPERS
& INDUSTRIES LIMITED having its registered office at G. D. Somani Marg,
Panchak, Nashik Road - 422 101 as required to be maintained under the
Companies Act, 1956, (the Act) and the rules made thereunder and also
the provisions contained in the Memorandum and Articles of Association
of the company for (he financial year ended on 31st March, 2003. In my
opinion and to the best of my Information and according to the
examinations carried out by me and explanations furnished to me by the
company. its officers and agents. I certify that in respect of the
aforesaid financial year :
01. the company has kept and maintained all registers as stated in
Annexure "A" to this certificate as per the provisions of the Act and
the rules made thereunder and all entries therein have been duly
recorded.
02. the company has duly filed the forms and returns as stated In
Annexure "B" to this certificate with the Registrar of Companies,
Maharashtra, Mumbai within the time prescribed under the Act and the
rules made thereunder.
03. the company is a public limited company and hence comments are not
required
04. the Board of Directors duly met 4 times on 29th April. 2002. 29th
July, 2002. 30th October. 2002 and 31st January. 2003 in respect of
which meetings proper notices were given and the proceedings were
properly recorded and signed In the Minutes Book maintained for the
purpose.
05. the company has closed its Register of Members on 23rd September.
2002 and necessary compliance of Section 154 of the Act has been made.
06. the Annual General Meeting for the financial year ended on 31st
March, 2002 was held on 23rd September. 2002 after giving due notice to
the members of the company and the resolutions passed thereat were duly
recorded in the Minutes Book maintained for the purpose.
07. no extra ordinary general meeting was held during the financial
year under scrutiny.
08. the company has not advancad any loan to its Directors and/or
persons or firms or companies referred to In Section 295 of the Act.
09. no contracts were entered during the year attracting the provisions
of Section 297 of the Act.
10. the company was not required to make necessary entry In the
register maintained under Section 301 of the Act.
11. as there were no instances falling within the purview of Section
314 of the Act the company has not obtained any approvals from the
Board of Directors, members or Central Government.
12. the company did not Issue any duplicate share certificates during
the financial year.
13. the company has :
i. complied with the formalities regarding transfers in accordance with
the provisions of the Act.
ii. not deposited any amount in a separate Bank Account as no dividend
was declared during the financial year
iii not posted warrants to any member of the company as no dividend was
declared during the financial year.
iv no amounts unpaid In dividend account, application money due for
refund, matured deposits, matured debentures and the interest accrued
thereon which have remained unclaimed or unpaid for a period of seven
years and hence transferring of the same to the Investor Education and
Protection Fund does not arise.
v. duty complied with the requirements of Section 217 of the Act.
14. the Board of Directors of the company is duly constituted and the
appointment of an additional director has been duly made in accordance
with the provisions of the act during the financial year under
scrutiny.
15. the appointment of Whole-time Director has been made In compliance
with the provisions of Section 269 read with Schedule XIII to the Act.
However, there is no further appointment during the financial year
under scrutiny.
16. the company has not appointed any sole-selling agents during the
financial year
17. the company was not required to obtain any approvals of the Central
Government, Company Law Board. Regional Director. Registrar of
Companies and/or such other authorities prescribed under the various
provisions of the Act.
18. the Directors have disclosed their Interest In other
firms/companies to the Board of Directors pursuant to the provisions of
the Ad and the rules made thereunder.
19. the company has not Issued any shares/debentures/other securities
during the financial year.
20. the company has not bought back any shares during the financial
year.
21. the company has not Issued any preference shares and hence there Is
no question of redemption of the same and in respect of debentures
there was no redemption during the year under scrutiny.
22. during the year there was no need for the company to keep in
abeyance right to dividend, rights shares and bonus shares.
23. the company has not invited/accepted any daposits falling within
the purview of Section S8A of the Act during the financial year.
24. the amounts borrowed by the company from Financial Institutions and
Banks an within the borrowing limits of the company and that necessary
resolutions as per Section 293 (1) (d) of the Act have been passed
during earlier years.
25. the company has not made any loans or Investments, or given
gurantees or provided securities to other bodies corporate and
consequently no entries have been made in the register kept for the
purpose.
26. the company has not altered the provisions of the Memorandum of
Association with respect to situation of the companys registered
office from one state to another during the year under scrutiny.
27. the company has not altered the provisions of the Memorandum of
Association with respect to the objects of the company during the year
under scrutiny:
28. the company has not altered the provisions of the Memorandum of
Association with respect to name of the company during the year under
scrutiny.
29. the company has not altered the provisions of the Memorandum of
Association with respect to share capital of the company during the
year under scrutiny.
30. the company has not altered its Articles of Association during the
year under scrutiny.
31. there was no prosecution initiated against or show cause notice
received by the company and no fines or penalties or any other
punishment was imposed on the company during the financial year. for
the offences under the Act.
32. the company has not received any sum as security from its employees
during the year under scrutiny.
33. the company has generally regularly deposited both employees and
employers contribution to Provident Fund with prescribed authorities
pursuant to Section 418 of the Act.
For P. MAHESHWARI & ASSOCIATES
COMPANY SECRETARIES
(P. MAHESHWARI)
PLACE: MUMBAI PROPRIETOR
DATE: 19th JULY. 2003 C.P. NO. 1432
Reg SOMA PAPERS & INDUSTRIES LIMITED
Registration No. : 11-64085 of 1991
Nominal Capital : Rs. 5,00,00,000/- Paid-up Capital : RS.1,40,21,500/-
Annexure A Registers as maintained by the Company.
1. Register of Charges U/S: 143.
2. Register of Members U/S. 150.
3. Attendance Register for General Meetings U/S. 174.
4. Minutes Books of General Meetings and Board Meetings U/S 193.
5. Attendance Register for Board Meetings U/S. 287.
6. Register of Contracts U/S. 301.
7. Register of Directors U/S. 303.
8. Register of Directors Shareholding U/S. 307.
9. Register of Investments U/S 372A.
10. Register of Share Transfer.
11. Books of Accounts U/S. 209.
Mar 31, 2002
Your directors have pleasure in submitting their Eleventh annual report
together with audited statement of accounts, tor the year ended on 31B
March, 2002.
OPERATIONS
The operating results of your company during the year under review are
not satisfactory, Production at 3430 MT (5333 MT) and sates at 3529 MT
(5293 MT) are lower by 36% and 33% respectively.
Your company has incurred net loss of Rs. 875 lacs (Rs. 14 lacs)
against sales in value of Rs. 1310 lacs (Rs. 2139 lacs). This loss
includes provisions for investment made in and loans given to companys
subsidiary M/s Vecron Industries Ltd. aggregating to Rs. 702.60 lacs.
The balance of the loss is on account of competition of uneven level
being faced by your company from integrated paper mills having their
online coating plant.,
Our company as you know is an independent paper convenor. We buy base
paper from dealers of paper manufacturing mills for coating purposes
and hence stand to incur higher cost to the extent of 16% towards safes
tax, transport, dealers commission, octroi, transit loss, and
insurance, compared to the cost being incurred by integrated paper
mills, This kind of uneven competition has affected our market and
hence resulted into gross under utilization of installed capacity of
your companys plant at Nashik. Consequently, payment far salaries and
wages has become disproportionate compared to the overall cost of
production.
Under the aforesaid circumstances, your company could not continue its
operations and had to close down its factory w. e. 02.04.2002. The
workmen through its recognized union signed a memorandum of
understanding (MOU) on 07.05-2002 with your company tor submitting
letters of resignations voluntarily with a view to restart the factory
with reduced number of workmen. However, a section of the workmen has
disputed the said MOU before the industrial Court at Nashik. The court
after hearing our company and the union of workmen, has tound the MOU
as binding upon the parties thereto. Your company is hopeful to restart
the operations as soon as workmen accept the said MOU for
implementation.
DIVIDEND
Your directors are unable to recommend payment of dividend for the year
ended on 31.03.2002 in view of operational 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 on 31.03-2002 are
attached herewith as required under section 212 of the Companies Act,
1956.
The subsidiary being a sick company submitted its revised
rehabilitation scheme to the operating agency ICICI Ltd. as per
directions given by BIFR but the said scheme was not approved by BIFR
who had recommended for winding up of the subsidiary. Your company is
however, hopeful that the financial institution and the bankers of the
said subsidiary will re-consider plans for revival as there seems to be
no buyer when the factory is closed.
INDUSTRIAL RELATIONS
The company has enjoyed cordial relations with its workmen and other
employees as before save and except the ongoing dispute for
implementation of agreed settlement dated 07.05.2002,
DIRECTORS
Shri Vikram Somani an executive director of the company retires by
rotation and being eligible offers himself for reappointment.
PUBLIC DEPOSITS
The company has been regular in payment of interest and repayment of
fixed deposits during the year ended on 31.03.2002,
INSURANCE
All the properties and insurable interests of the company have been
adequately insured by the company.
AUDITORS
M/s. Suresh Surana & Associates, Mumbai hold office as auditors of your
company upto the conclusion of the ensuing annual general meeting and
are available for reappointment.
AUDITORS REPORT DIRECTORS COMMENTS
1. The company has prepared its annual accounts on a going concern
basis as It has already accepted the settlement in the form of a
memorandum of understanding (MOD) with the union of workmen on
07.05.2002 for continuing its operations with reduced number of workmen
at revised pay scale and the said MOU has been acted upon by some of
them. Your directors are hopeful that the remaining workmen through
their union will honour the terms of the said MOU to facilitate
resumption of operations which are commercially viable. In view of
this, the company in compliance with accounting standard AS 22 is
obliged to account for the liabilities/assets arising out of the
provisions for taxes on income (refer note 1 of schedule 20).
2. The company as usual has sent letters For confirmation of balances
as on 31.03.2002 to its debtors, creditors, bankers and financial
institutions with a request to return such letters directly to
companys auditors. None of these persons has pointed out any
discrepancy in such balance to the company or its auditors (refer note
6 of schedule 20).
3. The company has engaged a competent person for doing internal audit
of the relevant records maintained by the concerned departments. A
comprehensive report is prepared for each months operations and
submitted to the management tor follow-up action (refer note 15 of
annexure to report).
4. The company has not been considered as a sick industrial undertaking
as its net worth is positive as on 31.03.2002 and the directors are
hopeful to restart the factory within the frame work of MOU dated
07.05.2002 signed with the union of workmen (refer note 20 of annexure
to report)
5. The company has not maintained cost accounting records as prescribed
by the Central Government vide GSR 601 (E) dated 31.12.1975 as the said
records pertain to a paper manufacturing company whereas your company
is an independent paper converter (refer note 2(b) of the report).
6. The company has not consolidated its accounts with those of its
subsidiary as the subsidiary has been recommended for winding up by
BIFR/AAIFR and consequently provision for entire amount of investment
made and loans given to subsidiary has been made in its accounts.
DIRECTORS RESPONSlBILITY STATEMENT
In terms of section 217 (2AA) of the Companies Act, 1956, the directors
would like to state
1. that in the preparation of the 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 so as to give a true and fair view of the slate
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 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;
4. that the directors had prepared the annual accounts on a going
concern basis.
ENERGY CONSERVATION ETC.
The company engages services of consultants from time to time tor
energy savings. Accordingly modifications are carried out in the
respective equipments to achieve better results.
The companys foreign exchange earnings and outgo in Indian rupees is
Rs. 24.65 lacs and Rs. 27.45 lacs respectively.
Details of power and fuel consumption as required under section
217(1)(e) of the Companies Act, 1956 are as follows:
Particulars 2003-2002 2000-2001
I. Electricity:
a) Purchases
Quantity Units 15,310,93 22,86,000
Total cost Rupees 68,726,17 97,64,180
Rate per unit Rupees 4.49 4.27
b) Own generation Nil Nil
II. Coal:
Quantity MT 1,854 2,641
Total cost Rupees 41,390,26 57,45,640
Rate per unit Rupees 2,232 2,176
III. Furnace Oil:
Quantity KL Nil Nil
Total cost Rupees Nil Nil
Rate per unit Rupees Nil Nil
IV. Consumption per ton of production
Products: Coated & Speciality Papers 3,430 5,333
Production MT
- Electricity Units/MT 446 429
- Coal KG/MT 541 495
- Furnace Oil KL/MT Nil Nil
PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 are Nil.
COMPLIANCE CERTIFICATE
The compliance certificate dated 27th July, 2002 issued by the company
secretary Shri. P. Maheshwari is annexed hereto.
By order of the board of directors
Mumbai K K SOMANI
29th July 2002 CHAIRMAN
Mar 31, 2001
The directors are pleased to present their tenth annual report
alongwith audited statement of accounts for the year ended on 31st
March, 2001.
OPERATIONS
The operating results of your company during the year under review are
not encouraging. Production at 5333 MT (4673 MT) and sales at 5293 MT
(4708MT) are higher by 14% and 12% respectively. Your company has
incurred net loss of Rs. 14.38 lacs (Rs. 43.21 lacs) against sales in
value of Rs. 2476.98 lacs (Rs. 1835.35 lacs).
Increase in cost of base paper and chemicals could not be absorbed due
to competition in the market. Demand for coated paper continued to be
sluggish. The company therefore is considering to develop new products
used for packaging by pharma and food industries.
DIVIDEND
The directors are unable to recommend payment of dividend for the year
ended on 31.03.2001 in view of operational 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 on 31.03.2001 are
attached herewith as required under section 212 of the Companies Act,
1956.
The subsidiary being a sick company has submitted its revised
rehabilitation scheme to the operating agency ICICI Ltd. as per
directions given by BIFR and the same is under consideration of
ICICI/BIFR.
INDUSTRIAL RELATIONS
The company continues to enjoy cordial relations with its workers and
other employees as before.
DIRECTORS
Shri HS Sanwal has resigned from his directorship on the board of your
company w.e.f. 02.07.2001. The board has placed on record his valuable
services to the company during his association as director of the
company.
Shri GS Manasawala director of the company retires by rotation and
being eligible offers himself for reappointment.
PUBLIC DEPOSITS
The company has been regular in payment of interest and repayment of
fixed deposits during the year ended on 31.03.2001.
INSURANCE
All the properties and insurable interests of the company have been
adequately insured by the company.
AUDITORS
M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual
general meeting and are not available for reappointment. The board
place on record valuable services and guidance received from them. Your
directors recommend appointment of M/s. Suresh Surana & Associates,
Mumbai as the auditors of your company.
The company as usual has sent letters for confirmation of balances as
on 31.03.2001 to its debtors and creditors with a request to return
such letters to company's auditors directly. No significant
discrepancies have been reported to auditors. Company has engaged a
competent person for doing internal audit of the relevant records
maintained by its concerned departments.
Provision for diminution in the equity investment and loans to your
company's subsidiary M/s. Vecron Industries Ltd., aggregating to Rs.
70,250,410/- as on 31.03.2001 as commented upon by the auditors in
their report has not been made in the accounts as the subsidiary's
scheme for their rehabilitation is still under consideration of
ICICI/BIFR and the board of your company and also of the subsidiary are
hopeful of running the operations of the industrial undertaking of your
subsidiary after necessary approvals for the rehabilitation package
from ICICI/BIFR. In view of this, your directors feel that the accounts
of your company give a true and fair view of the state of affairs of
your company as on 31.03.2001.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 217 (2AA) of the Companies Act, 1956, the directors
would like to state -
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
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 annual accounts on a going
concern basis.
ENERGY CONSERVATION ETC.
The company engages services of consultants from time to time for
energy savings. Accordingly modifications are carried out in the
respective equipments to achieve better results.
Repeat orders for new products namely self-copy paper and fluorescent
paper developed by the company are regularly received. Additional new
products used by pharma and food industries are being developed by the
company's research and development section for which a sum of Rs. 1.78
lacs has been spent during the year under, review.
The company's foreign exchange earnings and outgo in Indian rupees is
Rs. 50.26 lacs and Rs. 92.89 lacs respectively.
Details of power and fuel consumption as required under section 21 7(1
)(e) of the Companies Act, 1956 are as follows:
Particulars 2000-2001 1999-2000
i. Electricity:
a) Purchases
Quantity-Units 22,86,000 19,17,170
Total cost - Rupees 97,64,180 84,07,448
Rate per unit - Rupees 4.27 4.39
b) Own generation Nil Nil
ii. Coal
Quantity-MT 2,641 2,088
Total cost - Rupees 57,45,840 41,45,462
Rate per ton - Rupees 2,176 1,985
iii. Furnace oil
Quantity - KL Nil Nil
Total cost - Rupees Nil Nil
Rate per KL - Rupees Nil Nil
iv. Consumption per ton
of production
Products : Coated & Speciality Papers
Production-MT 5,333 4,673
- Electricity - Units/MT 429 410
- Coal - KG/MT 495 447
- Furnace oil - KL/MT Nil Nil
PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 are Nil.
Mar 31, 2000
The directors have pleasure in presenting ninth annual report alongwith
audited statement of accounts for the year ended on 31st March, 2000.
OPERATIONS
The working results of the company during the year under review have
further suffered set back due to worker's strike from 04.07.1999 to
17.09.1999. Prices of base papers have been continuously increased by
the paper mills. Export of paper has reduced supplies to independent
paper coaters even of higher prices. Market for coated papers has been
extremely competitive due to large capacity compared to demand.
Further capital outlays for modernisation/expansion has not been
possible due to insignificant cash accruals. Consequently, the company
has incurred a net loss of Rs. 43.21 lacs (Rs. 14.07 lacs) on the
turnover of Rs. 1835.35 lacs (Rs. 2174.20 lacs).
Production of 4673 MT (5255 MT) and sales of 4708 MT (5438 MT) are
lower by 11% and 13% respectively. It may be noted that the annualised
production and sales (considering the effect of strike period) would
have been higher at 5902 MT and 5946 MT on pro-rata basis.
The demand for coated paper is picking up. Price rise corresponding to
increase in the base paper prices is generally accepted by the market.
Current year's working should hopefully give better results.
DIVIDEND
The directors are unable to recommend payment of dividend for the year
ended on 31.03.2000 in view of operational losses incurred by the
company for the said year.
SUBSIDIARY COMPANY
The audited accounts and other particulars of the subsidiary company
M/s. Vecron Industries Ltd. for the year ended on 31.03.2000 are
attached herewith as required under section 212 of the Companies Act,
1956.
The subsidiary being a sick company has submitted its revised
rehabilitation scheme to the operating agency ICICI Ltd. as per
directions given by BIFR and the same is under consideration of
ICICI/BIFR.
INDUSTRIAL RELATIONS
The company after several meetings with the union of its workers has
amicably settled their demands and signed on agreement dated 21.09.1999
envisaging the terms of settlement. This agreement will remain in
force upto 31.03.2002. The company continues to enjoy cordial
relations with its workers and other employees as before.
DIRECTORS
Shri KG Gupta has resigned from his directorship on the board of the
company w.e.f. 01.02.2000. The board has placed on record his valuable
services to the company during his association as director of the
company. Shri KK Somani has resigned from the post of managing
directorship of the company w.e.f. 26.10.1999, due to his other social
welfare commitments. He however, continues as non-executive director
on the board of the company. The company is grateful to Shri KK Somani
for the valuable services and guidance received from him during his
association with the company.
Shri KK Somani and Shri HS Sanwal directors of the company retire by
rotation and being eligible offer themselves for reappointment. Shri
Vikram Somani has been appointed as an executive director of the
company to look after company's purchase operations.
PUBLIC DEPOSITS
The company is not in default with regard to repayment of fixed
deposits during the year ended on 31-03-2000.
INSURANCE
All the properties and insurable interests of the company have been
adequately insured by the company.
AUDITORS
M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual
general meeting and are available for reappointment. The directors
recommend their reappointment as the auditors of the company.
The company as usual has sent letters for confirmation of balances as
on 31.03.2000 to its debtors and creditors with a request to return
such letters to company's auditors directly. No significant
discrepancies have been reported to auditors. Company has engaged a
competent person for doing internal audit of the relevant records
maintained by its concerned depreciation.
Provision for diminution in the equity investment and loans to the
company's subsidiary M/s. Vecron Industries Ltd., aggregating to
Rs.70,156,876/- as on 31.03.2000 as commented upon by the auditor's in
their report has not been made in the accounts as the subsidiary's
scheme for their rehabilitation is still under consideration of
ICICI/BIFR and the board of the company and also of the subsidiary are
hopeful of running the operations of the industrial undertaking of the
subsidiary offer necessary approvals for the rehabilitation package
from ICICI/BIFR. In view of this, the directors feel that the accounts
of the company give a true and fair view of the state of affairs of the
company as on 31.03.2000.
ENERGY CONSERVATION ETC.
The company as an ongoing process engages services of consultants from
time to time for energy savings. Accordingly modifications are carried
out in the respective equipments to achieve better results.
The company's efforts for development of new products namely self-copy
paper and fluorescent paper have already received market acceptance.
Additional new products used by packaging industry are being developed
by the company's research and development section for which a sum of
Rs.0.30 lacs has been spent during the year under review. The
company's foreign exchange earnings and outgo in Indian rupees is
Rs.28.93 lacs ad Rs.50.63 lacs respectively.
Mar 31, 1999
The Directors are pleased to present eighth annual report alongwith
audited statement of accounts for the year ended 31st March, 1999.
OPERATIONS
The operating results of the company during the year under review
suffered heavily due to various reasons. Prices of inputs went up
without corresponding set off in the company's selling prices. Market
expected higher credit leading to pressure on working capital funds.
Margins on some of the company's products turned negative due to severe
competition. Mounting overheads eroded contributions due to under
utilization of capacities. The company has incurred a net loss of Rs.
140.07 lacs on the turnover (net of excise) of Rs. 1834.14 lacs.
Production at 5255 MT (6375 MT) is lower by 17.57%. Sales at 5438 MT
(6352 MT) of the value of Rs.2109.11 lacs (Rs.2648.04 lace) has come
down by 14.39% and 20.35% respectively.
The inland market is now rising slowly. Orders for diversified
products have been giving hopes for improved working results. However,
the workmen of our company have gone on strike from 04.07.99. This is
adversely affecting current years' working.
DIVIDEND
The directors are unable to recommend payment of dividend for the year
ended 31.03.99 in view of heavy operational losses incurred by the
company for the said year.
SUBSIDIARY COMPANY
The subsidiary has been declared as sick industrial undertaking by the
Board for Industrial & Financial Reconstruction (BIFR) in the first
hearing held on 03.09.98. ICICI Limited have been appointed as
Operating Agency (OA) for appraisal of rehabilitation proposals already
submitted by the subsidiary to OA as per directions given by BIFR.
INDUSTRIAL RELATIONS
The company has been enjoying cordial relations with its workmen and
others. An agreement dated 04.11.96 governing their wages and other
benefits was in force and due for renewal as from 01.04.99.
Discussions took place about increase in their wages. However, the
workmen have gone on strike from 04.07.99 after giving a charter of
exorbitant demands. Workmen have been advised to re-consider their
charter of demands as the company's existing operating results cannot
take on such financial burden, specially, when the company is incurring
cash losses. We hope that sense of wisdom will prevail and the workmen
will call off their strike soon.
DIRECTORS
Shri KG Gupta and Shri Vikram Somani, directors of the company retire
by rotation and being eligible offer themselves for reappointment.
PUBLIC DEPOSITS
The company is not in default with regard to repayment of fixed
deposits during the year ended 31st March, 1999.
INSURANCE
All the properties and insurable interests of the company have been
adequately insured by the company.
AUDITORS
M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual
general meeting and are available for reappointment. The directors
recommend their reappointment as the auditors of the company.
The company as usual has sent letters for confirmation of balances as
on 31.3.99 to its debtors and creditors with a request to return such
letters to company's auditors directly. No significant discrepancies
have been reported to auditors. Company has engaged a competent person
for doing internal audit of the relevant records maintained by its
concerned departments. Transfer of Rs.32 lacs directly to capital
reserve instead of through profit and loss account has been considered
appropriate as it in not a revenue receipt.
ENERGY CONSERVATION ETC.
Consultants are appointed for study of energy consumption and suggest
suitable measures for energy conservation. Accordingly modifications
have been carried out in the boiler to reduce coal consumption and also
by adopting electronic controls in electric motors. The company has
developed various new products as diversification and continues to work
for improving quality of these products. The company has spent Rs.0.68
lacs on R & D operations. The company's foreign exchange earnings and
outgo in Indian Rupees is Rs.33.28 lacs and Rs.18.56 lacs respectively.
Mar 31, 1998
The directors have pleasure in presenting their seventh annual report
together with audited statement of accounts for the year ended 31st
March, 1998.
PERFORMANCE
The operations of the company during the year under review have been
unsatisfactory due to various reasons. Excessive new capacities have
come into operation, leading to severe competition. In addition free
imports and low import duties have resulted in dumping by foreign
countries. Thus demand continues to be under pressure. Profitability
continues to slide down.
The operating results of the company are as follows :
Heads For the year ended
31.3.98 31.3.97
Production - MT 6375 6316
Sale - MT 6352 6328
Rupees in lacs
Sales and other income 2824 2929
Operating profit 153 186
Cosh profit 42 76
Net profit 2 35
Proposed dividend - 8
Surplus carried to balance sheet 520 518
Production and sales in quantity are marginally higher but sales in
value is lower evidencing fall in prices. Consequent upon increase in
import duties vide Finance Bill 1998, it is hoped that the demand for
domestic paper products in the current year will go up. The company
continues to export on a small scale but is trying to build more export
sales as the scope for inland sales is getting reduced.
DIVIDEND
The directors after taking into consideration the financial results of
the year under review and of the current period are unable to recommend
payment of dividend for the said year.
SUBSIDIARY COMPANY
The audited accounts and other particulars of the company's subsidiary
Vecron Industries Ltd., for the year ended 31st March, 1998 are
attached herewith, as required under section 212 of the Companies Act,
1956.
The subsidiary has stopped its manufacturing operations due to heavy
cash losses. The Industrial Credit and Investment Corporation of India
Ltd. ICICI) has filed a suit in Bombay High Court to recover their dues
as the subsidiary has not been able to repay the loan with interest due
to ICICI and Corporation Bank. Rehabilitation proposals have been
submitted to ICICI followed by reference to BIFR as the net worth of
the subsidiary company is negative as on 31.3.1997.
ENERGY CONSERVATION
The company has appointed consultants for study of energy consumption
and suggest suitable measures for energy conservation. Accordingly
modifications have been carried out in the boiler to reduce coal
consumption and also by adapting electronic controls in electric
motors. The company has developed various new products as
diversification and continues to work on these. It is also working in
improving quality of its products. The company has spent Rs. 0.46 lacs
an R & D operations. The company's foreign exchange earnings and outgo
in Indian Rupees is Rs. 47.63 lacs and Rs. 27.65 lacs respectively.
Mar 31, 1997
The directors are pleased to present their sixth annual report
together with audited statement of accounts for the year ended 31st
March 1997.
The production and sales in value are lower by 4% and 9% respectively
compared to previous year due to liquidity crunch in the market,
leading to restricted/selective despatches to companys
dealers/customers. The margins on sales have been considerably squeezed
due to severe competition in the market and higher load of overheads
due to lower production.
However, the company has been able to explore foreign market for its
products and is trying to build these further. The company has also
started production of self copy paper after getting encouraging
response from the market. We hope to overcome the present situation by
introducing new products.
DIVIDEND
After taking into consideration companys performance during the year
under review and very tight conditions in the money market, the
directors recommend payment of dividend @ 60 poise per share for the
year ended 31.3.97 free of corporate tax on dividend.
EXPANSION/DIVERSIFICATION
As already informed earlier, the company with a view to
expand/diversify has set up a film and foil plant at Silvassa in the
name of its 100% subsidiary Vecron Industries Ltd. The said products
have faced some initial problems with regard to quality and
unreasonable credit exposure, resulting into heavy pressure on working
capital needs of the said subsidiary. This has caused lower production
and sole. However, corrective steps have been taken for improvement in
quality and recovery of dues. We hope to achieve viable results from
the said plant.
In the meantime, the company's subsidiary has introduced two new
products viz release paper and label stock in the market. These have
been successfully produced from the same plant. Market response for
these products has been satisfactory. We hope that the Silvassa plant
will soon achieve monthly production of about 50 MT of paper and 25 MT
of plastic of the value of Rs. 100 lacs.
SUBSIDIARY COMPANY
The audited accounts and other particulars of the company's subsidiary
Vecron Industries Ltd., for the year ended 31st March, 1997 are
attached herewith, as required under Section 212 of the Companies Act,
1956.
INDUSTRIAL RELATIONS
The company enjoys cordial relations with its workmen and others.
DIRECTORS
Shri K.G. Gupta and Shri Vikram Somani, directors of the company retire
by rotation and being eligible offer themselves for reappointment.
AUDITORS
M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual
general meeting and are available for reappointment. The directors
recommend their reappointment as the auditors of the company.
The company as usual has sent letters for confirmation of balances as
on 31.3.1997 to its debtors and creditors with a request to return
such letters to company's auditors directly. No discrepancy has been
reported to auditors. Company has engaged a competent person for doing
internal audit of the relevant records maintained by its concerned
departments.
PUBLIC DEPOSITS
The company does not have any unclaimed/overdue deposits as on 31st
March, 1997.
INSURANCE
All the properties and insurable interests of the company have been
adequately insured by the company.
ENERGY CONSERVATION ETC.
The company continued its efforts to save energy and reduce cost at
every stage of production in consultation with the technical experts
engaged from time to time. The company has spent Rs. 8.34 lacs on R & D
operations. The company's foreign exchange earnings and outgo in Indian
Rupees is Rs. 9.09 lacs and Rs. 59.08 lacs respectively.
Mar 31, 1996
The directors have pleasure in submitting their fifth
report for the year ended 31st March, 1996.
PFRFORMANCE
The operating results of the company and appropriations are
as follows.
----------------------------------------------------------
Heads As at As at
31.3.96 31.3.95
----------------------------------------------------------
i) Production - MT 6538 8753
ii) Sale - MT 6307 9075
- Rupees in lacs -
iii) Sales and other income 3200 3583
iv) Operating profit 344 322
v) Cash profit 241 242
vi) Net profit 154 141
vii) Transfer to reserves
- Debenture redemption reserve 15 10
- General reserve 20 22
viii) Proposed dividend 28 39
ix)Surplus carried to balance sheet 492 395
The production and sales in value are lower by 25% and 11%
respectively compared to previous year. The fall in
production is due to intense competition brought about in
the market with a number of new coating plants starting
production in last 2-3 years. Simultaneously Government has
reduced import duty on all varieties of paper @ 20% and on
news-print to nil. This has resulted in large imports and
flooding of market by cheaper varieties from various
countries.
However, the company has been able to achieve gross profits
at nearly same level during the year under review.
Profitability of the company during the current year has
come under severe pressure, due to increase in the cost of
inputs, specially base paper and simultaneously reduction
in sales prices due to competition. It is hoped that the
market will revive by later part of the year and the
company may be able to maintain the sales turnover.
DIVIDEND
Although the profit margin in the current year is not
promising, yet your directors are pleased to recommend
payment of dividend at Rs. 2.00 per share for the year
ended 31st March, 1996 based upon the performance of the
said year. This will absorb a sum of Rs. 28.04 lacs subject
to deduction of tax at source.
EXPANSION/DIVERSIFICATION
You are aware that your company vide a memorandum of
understanding dated 18th March, 1995 with M/s. GTC
Industries Limited had agreed for merger with and take-over
of their two paper mills namely Raigadh Papers Limited and
Premier Paper Mills Limited for Rs. 900.00 lacs, net of
all liabilities and free from all encumbrances. Raigadh
Papers Limited being a sick mill, is subject to BIFR
approval for its revival. However, BIFR in the latest
hearing held on 9th May, 1996 has observed that permission
from the Pollution Control Board was not forthcoming
without installing a recovery boiler for the treatment of
chemical effluents. The cost of project with such boiler
goes upto Rs. 45 crores approx., and becomes commercially
unviable. Alternative schemes of effluent treatment are
being studied to break the impasse.
You will be pleased to note that your company has set up a
wind mill of 550 KW at Poolvadi Coimbatore District) in
the State of Tamil Nadu at the cost of Rs. 211 lacs. This
Mill has been commissioned on 31st March, 1996. The
operating results of this mill will be known in the current
year.
SUBSIDIARY COMPANY
Your company's 100% subsidiary company M/s. Vecron
Industries Limited has started their commercial production
and their audited accounts and other particulars for the
year ended 31st March, 1996 are attached herewith, as
required under Section 212 of the Companies Act, 1956.
INDUSTRIAL RELATIONS
The company enjoys cordial relations with its workmen and
others.
PUBLIC DEPOSITS
The company does not have any unclaimed/overdue deposits as
on 31st March, 1996.
INSURANCE
All the properties and insurable interests of the company
have been adequately insured by the company.
ENERGY CONSERVATION ETC.
The company continued its efforts to save energy and reduce
cost at every stage of production in consultation with the
technical experts engaged from time to time. The company
has spent Rs 3.68 lacs on R & D operations. The company's
foreign exchange earnings and outgo in Indian Rupees is Rs.
24.50 lacs and Rs. 24.12 lacs respectively, Details of
power and fuel consumption as required under Section 217
(1)(e) of the Companies Act, 1956 are as follows:
Mar 31, 1995
TO THE MEMBERS
Your directors are pleased to submit here with their fourth
annual report together with audited statement of accounts
for the year ended 31st March 1993.
PERFORMANCE
-----------
The operating results of the company and appropriations are
as follows.
Heads Year ended
31.3.95 31.3.94
i) Production - MT 8753 7126
ii) Sale - MT 9075 6866
...Rs. Lacs...
iii) Sales and other income 3481 2380
iv) Operating profit 322 161
v) Cash profit 242 110
vi) Net profit 140 74
vii) Transfer to reserves
- Debenture redemption reserve 10 10
- General reserve 22 10
viii) Proposed dividend 39 34
ix) Surplus carried to balance sheet 395 327
The production and sales in value are higher by 23% and 32%
respectively over those of previous year leading to an
increase in the cash margin by 120%. The production from
third coater machine has reached to a satisfactory level
after removal of certain bottle-necks. Profitability of the
Company during the current year will depend upon the market
forces and the cost of inputs, especially base paper being
purchased by the company from large paper manufacturing
mills who have been increasing their prices periodically.
DIVIDEND
Your company has already paid interim dividend of Rs. 16.83
lacs at the rate of Rs. 1.20 per share. Taking into
consideration the satisfactory financial results during the
year, your directors pleased recommended payment of
final dividend at Rs. 1.60 per share absorbing a sum of Rs.
22.43 lacs subject to deduction of tax at source. This is
higher by 17% over that of previous year.
EXPANSION / DIVERSIFICATION
---------------------------
The project for manufacture of hot stamping folis,
metallized films and jari taken-up by our company's 100%
subsidiary at Silvassa has been completed as schedule
without any cost and time over-run. Quality of these
products is satisfactory at the level of trial runs. Steps
increase production and sales are being taken.
The above is horizontal diversification in related field.
Instead of coating on paper, above products will be produced
by coating on plastic films which are of high value. The
project situated at Silvassa will also enjoy locational
advantages towards sales tax remission and income tax
exemption.
It is also proposed to further diversify in new fields of
coated papers at Silvassa to take advantage of above
concession. Necessary market studies are being undertaken to
decide on such related fields of new products.
Your company has entered into a Memorandum of Understanding
on 18th March 1995 with M/s. GTC Industries Limited for
take-over of their two paper mills namely Raigadh Papers
Limited (RPL) and Premier Paper Mills Limited (PPML) for
Rs.900 lacs, net of liabilities and free from encumbrances.
These are closed sick mills. RPL is presently a BIFR case,
It has therefore, been advised to merge RPL with your
company under BIFR order and it is proposed to take-over
PPML as company's 100% subsidiary within the agreed
consideration of Rs. 900 lacs. The overall cost for
take-over of these two paper mills together with pulping
facility is estimated to be at Rs. 21.50 crores for which
the company has made application to The ICICI Limited for a
term loan assistance of Rs. 12.50 crores. The balance is to
be raised by way of equity/debentures.
The above project is for vertical integration which may
gradually lead to several benefits to your company listed
herebelow :
- Regular supply of base paper of good quality and adequate
quantity under our own control.
- Savings in excise duty, sales tax and other over-heads
will be available due to direct supply.
- Waste generated can be used by converting it into paper.
- Capital cost of project will lower as rehabilitation of
sick unit saves considerable time as compared to setting up
a new unit involving development of infrastructure
facilities for land, housing, power, water and machinery.
The above would of course, depend upon successful completion
of all formalities.
SUBSIDIARY COMPANY
-------------------
The name of the company's subsidiary has been changed from
Vecron Syntex Limited to Vecron Industries Limited wide
Registration Certificate No. 11-40622 dated 13.8.1994 issued
by The Registrar of Companies, Maharashtra. As required
under section 212 of the Companies Act, 1956 the audited
accounts and other Particulars of M/s. Vecron Industries
Limited for the year ended 31st march 1995 are attached
herewith.
INDUSTRIES RELATIONS
--------------------
The company enjoys cordial and harmonious relations with its
workmen and others at all levels of the organisation. The
directors wish to place on record their appreciation for the
dedicated services received by the company from its
personnel.
DIRECTORS
Shri K G Gupta and Shri Vikram Somani, directors of the
Company retire by rotation and being eligible offer
themselves for reappointment.
AUDITORS
--------
M/s Khimji kunverji & Co., Bombay, retire at the forthcoming
annual general meeting and are available for reappointment.
Your directors recommended their reappointment at the
auditors of your company. The company as usual has sent
letters for confirmation of balances as on 31.3.1995 to its
debtors and creditors with a request to return such letters
to company's auditors directly. No discrepancy has been
reported to the auditors. Company has engaged a competent
person for doing internal audit of the relevant records
maintained by its concerned department.
PUBLIC DEPOSITS
---------------
The company does not have any unclaimed /overdue deposits as
on 31st March 1995.
INSURANCE
---------
All the properties and insurable interests of the company
have been adequately insured by the company.
ACKNOWLEDGEMENT
---------------
The directors are thankful for the continued co-operation
and assistance received by the company from Financial
Institutions, Banks, Shareholders, Stock Exchanges,
Dealer/Customers and Suppliers during the year under review.
Mar 31, 1994
Your Directors have pleasure in submitting their third report for the year ended 31st March 1994.
The production and sales in value are higher by 19% and 13% respectively over those of previous years leading to an increase in the cash margin by 12%. The third coater machine could not be operated at its rated capacity due to various faults in the machine and also inadequate generation of heat from the new oil heater purchased from M/s. Thermax Limited. Subsequent remedial measures have improved the efficiency of the heater and also operating capacity of the third coater machine. The profitability of the company is expected from the increased production in the current year subject of course to the market forces as several new/additional capacities have come in operation giving severe competition.
Share Capital :
Your company has been able to enlist its 1402150 shares of Rs. 10 each with Bombay and Calcutta Stock exchanges as per the Hon'ble Bombay High Court order 22.10.1992, after exchange of prolonged and protected correspondence with Bombay stock exchange and Government of India. The shares of your company can be traded at the said exchanges. We are thankful to Government of India for their positive response/advice given to the said exchanges for enlisting the company's shares in terms of the said court order.
Dividend :
The margin on sales during the year ended 31st March, 1994 has been under pressure. However, your directors, after taking into consideration the profits due to increased production are pleased to recommend payment of higher dividend at Rs. 2.40 (Rupees two and paise forty only) per share on 1402150 equity shares absorbing a sum of Rs. 33.65 lacs, subject to deduction of tax at source. This is higher by 20% over that of previous year.
Expansion/Diversification :
The company's project for manufacture of paper convesrion/lamination at Silvassa has been expanded to include the products of 'hot stamping foils' and 'metalized films' at the said place in the name of its 100% subsidiary company M/s. Vecron Syntex Limited. This project is at advanced stagef of implementation. Subsidiary company has already entered into an agreement with M/s. Metaplast Maschinenbau GMBH & CO KG, Germany for the import of second hand vacuum jmetalizer and three lacquering machines for which letter of credit for DM 7,00,000 has already been established through Bank of India. The civil construction work is going on at full swing. The project is expected to be commissioned by June 1995. The project cost has already been appraised at Rs. 930 lac by the ICICI Limited with a sanction of term loan assistance of Rs. 530 lacs. Your company's bankers viz. Bank of India has also shown interest for providing full working capital finance and participation in term finance. Steps are being taken for raising equity capital of Rs. 400 lac by way of public/preferential issue. The project cost is however, likely to increase to Rs. 11 crores due to inclusion of additional equipments for printing etc. and the same is under approval by the ICICI Ltd.
Subsidiary Company :
As required under section 212 of the companies act, 1956, the audited accounts and other particualrs of M/s. Vecron Syntex Limited for the year ended 31st March 1994 are attached herewith. The name of Vecron Syntex Limited is being changed to Vecron Industries Limited with a view to conform to its proposed activities/products.
Energy Conservation etc. :
Efforts are made by the company to conserve energy and reduce cost at all levels from time to time. Technical consultants are engaged periodically for improvement in quality of products and reduction in cost of production. The company has spent Rs. 1,58,480 on R&D operations. The company's foreign exchange earnings and outgo in Indian currency is Rs. Nil and Rs. 231021 respectively.
Mar 31, 1993
Your Directors are pleased to present their second report for the year ended 31st March, 1993.
The current years' results upon comparison with those of previous year on annualised basis reveal that production and sales in value have gone up by 11% with almost same margin on sales due to diverse reasons such as increase in cost of inputs without corresponding increase in realisation and part utilisation of third coater machine.
The current years' working results should improve with higher production when third coater machine comes into full operation. Profitability would of course depend on market conditions as several new/additional capacities are coming into operation giving rise to severe competition.
Share Capital :
Your company has already issued and delivered 1401800 equity shares to the respective preference shareholders of Shree Vindhya Paper Mills Ltd. as per the scheme of arrangement with the said company. The Honourable Bombay High Court has approved the said scheme vide its order dated 22.10.1992. The company has made the applications to the Bombay and Calcutta exchange for listing of its shares. We hope that both the exchanges will enlist our shares as early as possible in view of a directive given by the Honourable Bombay high court vide their order dated 22.10.92 and positive response/advice given by Government of India vide their letter dated 9.6.93.
Dividend :
The working results of the company for the year ended 31st March 1993 have not been highly encouraging. However, your directors after taking into consideration the overall position of profits earned by your company during the year under review are pleased to recommend the payment of dividend at Rs. 2(two) per share on 1402150 equity shares subject to deduction of tax at source. This is matching with the payment of dividend made/contributed for the year ended 31st March 1992 by the coating division of your company.
Expansion/Diversification :
M/s. Vecron Syntex Private Limited are holding a plot of land at Silvassa in Union territory. It is proposed to set up a paper conversion/lamination project at an estimated cost of Rs. 10 crore on the said plot. As the plot is not transferrable in the name of the said M/s. Vecron Syntex Private Limited by making the said company a subsidiary of your company.
Subsidiary Company :
As required under sectin 212 of the companies act 1956, the audited accounts and other particulars of M/s. Vecron Syntex Private Limited for the year ended 31st March, 1993 are attached herewith.
Energy Conservation etc. :
Efforts are made by the company to conserve energy and reduce cost at all levels from time to time. Technical consultants are engaged periodically for improvement in quality of products and reduction in cost of production. The company has spent Rs. 18867/- on R&D operations. The company's foreign exchange earnings and outgo in Indian currency is Rs. 176933 and Rs. 53,393 respectively.