Mar 31, 2018
EXPLANATORY STATEMENT
The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, set out the material facts relating to the business mentioned in the accompanying notice dated 7th July, 2018
DIRECTORS'' REPORT TOTHEMEMBERS
The Directors present the 27thAnnual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2018.
FINANCIAL RESULTS: (Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
|
Revenue from operation |
NIL |
NIL |
|
Other Income |
85.94 |
NIL |
|
Total Income |
85.94 |
NIL |
|
Expenditure |
(114.85) |
NIL |
|
Profit / Loss Before Tax |
(28.91) |
NIL |
|
Other comprehensive Income |
(1012.85) |
NIL |
|
Total Comprehensive Income (Net of Tax) |
(1041.76) |
NIL |
The Ministry of Corporate Affairs (''MCA'') has notified the mandatory adoption of Indian Accounting Standards (Ind-AS) by all companies other than Insurance Companies, Banking companies and Nonbanking Finance companies.
PROJECT:
Company''s Plant under construction has been under shut down since September, 2000 and with the passage of time and in the absence of any operation since then, the corrosion is taking place in the Plant due to climatic and cyclonic conditions in the area. During the year, provision of Ind AS became applicable to the Company and thus the Company has decided to adopt for fair valuation of Property Plant & Equipmentâs as at 01.04.2016. On the basis of valuation from reputed valuer the plant and equipmentâs under construction of the Company were fair valued and a loss of Rs. 688.07 crore was provided on transition to Ind AS .
Further during the year the Company has approached various agencies for advice to utilize the plant under construction for alternative uses however Technical Advisor has given health assessment report of the plant and has categorically stated that if the Company tries to repair the equipment after some inspections, it will not be possible to guarantee overall safety & reliability of high pressure equipment for hazardous plant operation. He stated that it is not considered safe to operate the equipment in Company''s plants & offsite facilities at this stage and concluded that Company''s plant and equipmentâs under construction are not considered fit for operation and hence should be discarded.
Based on above advice the Company has provided Impairment losses of Rs. 113.43 crore in line with provisions of Ind AS 36 Impairment of Assets and thus considering the scrap value of the plant under construction being realizable value for the asset. Company has appointed largest plant disposal & management consultant to auction the disposal of plant & equipmentâs under construction by scraping subject to necessary approval from lenders. The impairment loss has been accounted in reserves of the company under other comprehensive income (Refer Nore No. 21). The Capital work in progress after impairment is transferred to respective heads of tangible fixed assets on 31.03.2018 and therefore no depreciation has been provided on the same. As on - 31.03.2018 the Company has received an advance of Rs. 401 lacs from one of the party interested in purchase of plant & equipmentâs under construction by auction process.
DIVIDEND:
Your Directors have not recommended any dividend on equity shares for the year as there is no profit in the year.
STATE OF COMPANY''S AFFAIRS:
The Strategic Investor of the Company has received a proposal for setting up of Mega Food Park as provided under the Mega Food Park Scheme Guidelines issued by Ministry of Food Processing Industries, Government of India. Strategic Investor of the Company has received âIn-principalâ approval of the competent Authority for establishment of Mega Food Park at Village Bhadawal, Chhatta, Chatta-Barsana Road, District Mathura, Uttar Pradesh. The primary object these guidelines is to provide modern infrastructure facilities for the food processing along the value chain from the farm to the market. It will include creation of the processing infrastructure near the farm, transportation, logistic and centralized processing centers. This scheme aims to facilitate the establishment of a strong food processing industry backed by an efficient supply chain, which include collection centers, primary processing centers and cold chain infrastructure. The food processing units, under the scheme, would be located at a Central Processing Centre with need based common infrastructure required for processing, packaging, environmental protection systems, quality control labs, etc.
For the purpose of entering into new venture of Mega Food Park, the Company has taken approval of the shareholders vide postal ballot on 22nd February, 2018 to sale, lease, transfer its PTA plant, as it has not been in operation since Sept'' 2000 due to various reasons beyond its control and has also changed its object clause vide postal ballot on 22nd February, 2018. Company is in the process of utilizing its infrastructure for some new Industry as advised by international consultants EY
The Company has leased 57.42 acres of land for 75 years to its 100 % subsidiary for food park or other industry. The Company shall get Equity shares or any other consideration for the value of assets lease out. The Company shall sell the infrastructure built or constructed on the above leased land including administrative buildings, warehouses, weigh bridge, ETP, STP, Internal roads, Boundary wall, SWD, Underground water storage, Fire and Raw Water Sump, Etc. to SPV.
CHANGE OF NAME OF THE COMPANY
With the consent of the Members through Special Resolution passed at the 26th Annual General Meeting held on 1st July, 2017, the name of the Company was changed from SVC Superchem Limited to SVC Industries Limited in order to emphasis focus of various activities apart from manufacturing of chemicals, which is the main line of Company''s business.
A fresh Certificate of Incorporation consequent to change of name was given by Registrar of Companies, Mumbai on 13th August, 2017.
ORDER RECEIVED FROM BSE
The Company has received letter from SEBI dated 7th August,
2017, SEBI vide its letter bearing no. SEBI / HO / ISD / OW / P/ 2017/ 18183 as forwarded a list of 331 shell companies as identified by Ministry of Corporate Affairs and has directed the Exchanges to identify the companies listed on their trading platform and to initiate some measures. Where trading in all such listed securities shall be placed in Stage VI of the Graded Surveillance Measure (GSM) with immediate effect. Therefore, as per the provisions of GSM framework, the securities were not be available for trading from 9th August, 2017. Trading in these securities are permitted only on first Monday of the month. The Company replied to SEBI through its letter dated 10th August, 2017.
Thereafter, the company received letter from BSE under SEBI directions w.r.t. Listed Shell Companies to submit required documents. The company filled respective documents to BSE.
The Company has again made the representation vide its letter dated 12th April, 2018 & 22nd May, 2018 to BSE Limited & SEBI requesting them to reconsider the decision narrating the flow of the events since the date of issue of notice by BSE Limited dated 10th August, 2017. BSE is yet to revert back.
DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:
In the year under review no material order has been passed by above said authorities impacting the going concerned status.
SALE OR DISPOSAL OF THE PLANT
Company''s PTA plant has been closed since September, 2000 and with the passage of time, in spite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Now because the capacity of our plant has economically reduced and technologically obsolete, the Company wants to utilize its infrastructure for some new Industry as advice by international consultant.
The Company has leased the available land for short term and /or long term period to its subsidiary and other unit for Food Park and other industry. The Company shall sell the infrastructure built or constructed on the above leased land including administrative buildings, warehouses, weigh bridge, ETP, STP, Internal roads, Boundary wall, SWD, Underground water storage, Fire and Raw Water Sump, Etc. to SPV at a fair valuation.
INTERNAL FINANCIAL CONTROL (IFC):
Your Company has a Management Assurance and Audit Department, which provides comprehensive audit coverage of functional areas and operations of the Company to examine the adequacy of and compliance with policies, procedures, statutory and regulatory requirements. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
The Audit Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations. Management Assurance and Audit is an independent and objective assurance and consulting activity designed to add value and improve the Company''s operations. Management Assurance and Audit function is accountable to the Board of Directors through the Chairman of the Audit Committee. Management Assurance and audit also assist the management in identifying operational opportunities for revenue leakage, cost -savings and revenue enhancements; ensures working within their nugatory and statutory framework and facilitate early detection and prevention of frauds.
The Company has internal control system commensurate with the size, scale and complexity of its operation. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor at a remuneration of Rs. 60,000/- p.a. in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.
FIXED DEPOSITS:
We have not accepted any fixed deposit and as such no amount of principal or interest was outstanding as on the date of balance sheet.
STATURORY AUDITORS:
M/s. Chaturvedi SK & Fellow, Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 1st July, 2017, for a term of five consecutive years i.e up to the date of Annual General Meeting in 2021-22.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
AUDITOR''S REPORT:
The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.
SHARE CAPITAL:
At present we have only one class of shares i.e. equity shares of Rs. 10 each. Our authorized share capital is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company is Rs. 161.86 Crores as on March 31, 2018.
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - âAâ
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Your Company shall take sufficient care in the technical design of food park to optimize the energy consumption to the maximum. However the company makes all efforts towards conservation of energy, protection of environment & ensuring safety.
FO REI G N EXCHANGE EARNINGS & OUTGO:
The Company has not utilized any foreign exchange and has not earn ed any foreign exchange during the financial year ended 31st March, 2018.
CORPORATE SOCIAL RESPONSIBILTY:
The Provision with respect to Corporate Social Responsibility is not attracted to the Company as the company never commenced the production & has not earned any profit / income.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Abha Ravi, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. Details about Ms. Abha Ravi is given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY:
A declaration by an Independent Directors have been received stating that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013. An independent director shall hold office for a maximum term upto five consecutive years on the Board of a Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year 6 Board Meetings and 4 Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
MEETING OF INDEPENDENT DIRECTOR:
During the year 2017-18, a separate meeting of the Independent Directors was held on 9th August, 2017 without the presence of the non-Independent Directors, in accordance with the provisions of the Companies Act, 2013and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
AUDIT COMMITTEE:
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company''s established systems and processes for internal financial controls, governance and reviewing the Company''s statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
STAKEHOLDER RELATIONSHIP COMMITTEE:
Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee of the Company consists of Mr. Suresh V. Chaturvedi as Chairman, Mr. Jaffar Imam and Mr. G.S. Dahotre members.During the year, the Stakeholders Relationship Committee met for 27times.
NOMINATION AND REMUNERATION COMMITTEE:
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee consist of Mr. G.S. Dahotre as chairman, Mr. Jaffar -
Imam and Mr. I.G. Mehrotra as members. This Committee has been constituted as per terms or provision of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the year the Committee met once to appoint Company Secretary of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health and& safety, environmental issues and wastage/ misappropriation of bank funds/assets, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against victimization of Whistle Blower, who can avail such mechanism and has direct access to the Chairman of the Audit Committee, in exceptional cases.
The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are available on the website of the Company i.e. www.svcIndustriesltd.com
CONTRACT / ARRANGEMENT WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company. The policy on materiality of Related Party Transactions is uploaded on the website of the company.
RISK MANAGEMENT:
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board is entrusted with the responsibility to assist in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated framework for managing risks and internal controls. The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under review and were operating effectively.
MANAGERIAL REMUNERATION:
In order to control expenses as advised by the shareholders in the earlier Annual General Meeting, the Company did not appoint any M managing D i rector / Who le-time Director or manager as required under section 197 of the Companies Act, 2013.
There is no employee covered pursuant to section 197 read with rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no particulars are given.
SECRETARIAL AUDIT REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as âAnnexure Bâ.
MANAGEMENT, DISCUSSION AND ANALYSIS:
Separate section on Management, discussion and analysis forming part of the Directors'' report is annexure as Annexure âCâ.
FRAUD REPORTING:
During the year under review the Company has not reported fraud of any nature to the Audit Committee or Board.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that.
I. In the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards have been followed along with explanation relating to material departures;
II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 12 forming part of the Balance Sheet and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2018;
III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
IV. The Directors have prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis.
V. They have laid down ''internal financial controls'' to be followed by the Company and that such internal financial control are adequate and were operating effectively.
VI. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
CORPORATE GOVERNANCE:
The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:
As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the BSE Limited.
CODE OF CONDUCT:
The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2017 18.
CEO / CFO CERTIFICATION:
As there is no CEO in the Company, CFO of the Company has certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 stMarch, 2018.
INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The disclosures obtained under the code are submitted to the BSE Limited, from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.
DEMATERIALISATION OF SHARES:
As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades.
Your Company has always paid utmost attention to improve investor''s relationship. As on 31st March, 2018 approximately 87.38 % of the total shares of the Company has already been dematerialized.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.
Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees of the Company at all levels.
For and on behalf of the Board
Suresh V. Chaturvedi Director
Place: Mumbai.
Date: 7th July, 2018
Mar 31, 2017
DIRECTORS'' REPORT TO THE MEMBERS
The Directors present the 26thAnnual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2017.
FINANCIAL RESULTS:
Like earlier years Company''s PTA plant is closed this year too. As the plant of the Company is closed for more than 15 years, the Company had no manufacturing, trading or service activities during the financial year ended 31st March, 2017 and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been added to Capital-work-in progress Account. However, the Company has prepared and submitted financial results to BSE in the prescribed format as per Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
PROJECT:
Company''s plant has been closed since September, 2000 and with the passage of time, in spite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Company has not issued any shares or debentures to public after its initial public issue in 1994. These funds were fully utilized by March, 1996. Subsequently, due to no availability of loan fund from banks, plant could not commence production. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth hundreds of Crores of investment, the Company has made necessary security arrangements this year too and Company is trying its best through investors to settle the lenders in order to revive the business activity, see report on Management Discussion and Analysis (Annexure - C).
DIVIDEND:
Your Directors have not recommended any dividend on equity shares for the year under review as the company is still at the pre-commencement stage.
STATE OF COMPANY''S AFFAIRS:
As the plant of the Company is closed for more than 15 years the Company had no manufacturing, trading or service activities during the financial year ended 31st March, 2017.
DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:
In the year under review no material order has been passed by above said authorities impacting the going concerned status.
INTERNAL FINANCIAL CONTROL (IFC):
The Company has internal control system commensurate with the size, scale and complexity of its operation. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor at a remuneration of Rs. 60,000/- p.a. in compliance with section 138 of the Companies Act, 2013. The scope of audit -and the outcome of the audit are reviewed by Audit Committee at regular interval.
FIXED DEPOSITS:
We have not accepted any fixed deposit and as such no amount of principal or interest was outstanding as on the date of balance sheet.
STATURORY AUDITORS:
M/s. B.M. Chaturvedi & Co., Chartered Accountants (Firm Registration Number: 017607), who are the Statutory Auditors of the Company, will hold office up to the ensuing Annual General Meeting. As per the Companies Act, 2013, a new firm Chaturvedi SK & Fellows, Chartered Accountants (ICAI Firm Registration No. 112627W) has been recommended for appointment as Statutory Auditors of the Company for a term of five years from the conclusion of the forthcoming Annual General Meeting of the Company subject to ratification by the shareholders every year. They have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Auditors of the Company.
AUDITOR''S REPORT:
The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.
SHARE CAPITAL:
At present we have only one class of shares i.e. equity shares of Rs. 10 each. Our authorized share capital is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company is Rs. 161.86 Crores as on March 31, 2017.
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - "Aâ
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial production, based on our actual experience, improvements to the process and technology will be made through our Technical Services and R & D Departments towards further optimization.
FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31st March, 2017.
CORPORATE SOCIAL RESPONSIBILTIY:
The Provision with respect to Corporate Social Responsibility is not attracted to the Company as the PTA plant of the Company is still at the pre-commencement stage and has not earned any profit / income.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh V. Chaturvedi, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details about Mr. Suresh V. Chaturvedi are given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY:
A declaration by an Independent Directors have been received stating that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013. An independent director shall hold office for a maximum term upto five consecutive years on the Board of a Company.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulations 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Audit, Nomination and Remuneration Committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year 5 Board Meetings and 4 Audit Committee Meetings were conveyed and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE:
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company''s established systems and processes for internal financial controls, governance and reviewing the Company''s statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
STAKEHOLDER RELATIONSHIP COMMITTEE:
Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee of the Company consists of Mr. Suresh V. Chaturvedi as Chairman, Mr. Jaffar Imam and Mr. G.S. Dahotre members. During the year, the Stakeholders Relationship Committee met for 18 times.
NOMINATION AND REMUNERATION COMMITTEE:
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee consist of Mr. G.S. Dahotre as chairman, Mr. Jaffar Imam and Mr. I.G. Mehrotra as members. This Committee has been constituted as per terms or provision of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year the Committee met once to
SECRETARIAL AUDIT REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as "Annexure Bâ.
MANAGEMENT, DISCUSSION AND ANALYSIS:
Separate section on Management, discussion and analysis forming part of the Directors'' report is annexed as Annexure "Câ.
FRAUD REPORTING:
During the year under review the Company has not reported fraud of any nature to the Audit Committee or Board.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has come into force on 9th December, 2013. Under the said Act, every company is required to set up Internal Complaints Committee to look into complaints relating to sexual harassment of any woman employee at work place.
The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, Company has not received any complaint of sexual harassment.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that;
I. In the preparation of the annual accounts for the year ended 31st March 2017, the applicable accounting standards have been followed along with explanation relating to material departures;
II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 16 forming part of the Balance Sheet and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2017;
III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
IV. The Directors have prepared the annual accounts for the financial year ended 31st March, 2017 on a going concern basis.
V. They have laid down ''internal financial controls'' to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
VI. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
CORPORATE GOVERNANCE:
The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:
As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the Bombay Stock Exchange Limited.
CODE OF CONDUCT:
The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2016 17.
CEO / CFO CERTIFICATION:
As there is no CEO in the Company, CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31st March, 2017.
INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold limits. Further, it prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.
DEMATERIALISATION OF SHARES:
As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor''s relationship. As on 31st March, 2017 approx. 87.36 % of the total shares of the Company has already been dematerialized.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.
Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees of the Company at all levels.
For and on behalf of the Board
Suresh V. Chaturvedi
Director
Place: Mumbai.
Date: 3rd May, 2017
Mar 31, 2015
The Directors present the 24uAnnual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31st
March, 2015.
FINANCIAL RESULTS:
Like earlier years Company's PTA plant is closed this year too. As the
plant of the Company is closed for more than 15 years the Company had
no manufacturing, trading or service activities during the financial
year ended 31st March, 2015 also and as such no Profit & Loss Account
has been prepared for the above financial year and all the expenditure
incurred has been added to Capital-Work-In progress Account. However,
the Company has prepared financial results in the prescribed format as
per Listing Agreement with BSE Limited.
PROJECT:
Company's plant has been closed since September, 2000 and with the
passage of time, inspiteoftime to time maintenance by the Company and
in the absence of any operation since, then, the corrosion is taking
place in the plant due to climatic and cyclonic conditions in the area.
Company has not issued any shares or debentures to public after its
initial public issue in 1994. These funds were fully utilized by March,
1996. Subsequently, due to non-availability of loan fund from banks,
plant could not commence production. In order to protect the interest
of the shareholders, stake holders, employees and the national assets
worth hundreds of Crores of investment, the Company has made necessary
security arrangements this year too and company is trying its best
through investors to settle the lenders in order to revive the business
activity (see report on Management discussion a nd Analysis.
DIVIDEND:
Your Directors have not recommended any dividend on equity shares for
the year under review as the Company is still at the pre-commencement
stage.
STATE OF COMPANY'S AFFAIRS:
As the plant of the Company is closed for more than 14 years the
Company had no manufacturing, trading or service activities during the
financial year ended 31st March, 2015.
DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS I
COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S
OPERATIONS IN FUTURE:
In the year under review no material order has been passed by above
said authorities impacting the going concerned status.
INTERNALFINANCIALCONTROL:
The Company has internal control system commensurate with the size,
scale and complexity of its operation. The Company has appointed Mr.
S.K. Khandelwal, Chartered Accountants as the Internal Auditor at a
remuneration of Rs. 60000/- p.a. in compliance with section 138 of the
Companies Act, 2013. The scope of audit and the outcome of the audit
are reviewed by Audit Committee at regular interval.
FIXED DEPOSITS:
Your Company has not accepted or renewed any deposit under chapter V of
the Companies Act. 2013,
STATURORY AUDITORS:
M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company's
Auditors, retire at the conclusion of the ensuing Annual General
Meeting. They have given their consent to act as Auditors of the
Company if re- appointed and have confirmed that their appointment, if
made, would be within the prescribed fimits under Section 141 of the
Companies Act, 2013. As required under clause 49 of the Listing
Agreement, the Auditors have also confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
AUDITOR'S REPORT:
The observations by the Auditors in their report a re self-explanatory
and, in the opinion of the Board, do not require any further
explanation.
SHARE CAPITAL:
At present we have only one class of shares - equity shares of Rs. 10
each. Our authorized share capitai is Rs. 170 Crores divided into 17
Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up
capital of the Company is Rs. 161.86 Crores as on March 31,2015.
EXTRACT OF THE ANN UAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT- 9 is annexed herewith as Annexure - "A"
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Your Company has taken sufficient care in the technical design of your
PTA plant to optimize the energy consumption to the maximum. After
achieving commercial production, based on our actual experience,
improvements to the process and technology will be made through our
Technical Services and R&D Departments towards further optimization.
FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company has not utilized any foreign exchange and has not earned
any foreign exchange during the financial year ended 31s' March, 2015,
CORPORATE SOCIAL RESPONSIBILITY:
The Provision with respect to Corporate Social Responsibility is not
attracted to the Company as the PTA plant of the Company is still at
the pre-commencement stage and has not earned any profit / income.
PERSONNEL:
There is no employee covered pursuant to Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended, hence, no particulars a re given.
DIRECTORS:
As per Section 149 and other applicabie provisions of the Companies
Act, 2013,your Directors are seeking appointment of Mr. Jaffar Imam as
Independent Directors for four consecutive years for a term upto March
31,2019. Details of the proposal for appointment of Mr. Jaffar Imam are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the 24hAnnual General Meeting.
Mr. Jaffar Imam has made a declaration that he meets the criteria of
independence as provided in sub-section (6) of 149 of the Companies
Act. 2013.
Ms, Abha Ravi was appointed as the Additional Director as per section
149 {1) read with Ru! e 3 of Cha pter XI of the Companies Act, 2013
with effect from March 25,2015. Ms. Abha Ravi holds office upto the
date of ensuing Annua! General Meeting. Her candidature for appointment
as a Director liable to retire by rotation has been included in the
Notice convening the forthcoming Annual General Meeting of the Company.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Suresh V. Chaturvedi
Director of the company retires by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment.
Details about Suresh V. Chaturvedi are given in the Notice of the
ensuring Annual General Meeting sent to the shareholders along with the
Annual Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:
A declaration by an Independent Directors have been received stating
thai they meet the criteria of independence as provided in sub-section
(6) of Section 149 of the Companies Act, 2013. An independent director
shall hold office for a maximum term up to five consecutive years on
the Board of a Company.
FORMALANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as evaluation of the working of its Audit, Nomination and Remuneration
Committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year 5 Board Meetings and 5 Audit Committee Meetings were
conveyed and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE:
The Audit Committee acts as a link between the statutory an internal
auditors and the Board of Directors. Its purpose is to assist the Board
in fulfilling its oversight responsibilities of monitoring financial
reporting processes, reviewing the Company's established systems and
processes for internal financial controls, governance and reviewing the
Company's statutory and internal audit activities. The Committee is
governed by a Charter which is in line with the regulatory requirements
mandated by the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
STAKEHOLDER RELATIONSHIP COMMITTEE:
Your Company believes that its members are amongst its most important
stakeholder. The Stakeholder ReSationship Committee of the Company
consists of Mr. Suresh V. Chaturvedi, Mr. Jaffar Imam and Mr. G.S.
Dahotre.
NOMINATION AND REMUNERATION COMMITTEE:
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
senior management and their remuneration. The Nomination and
Remuneration Committee consist of Mr. G.S. Dahotre, Mr. Jaffar Imam and
Mr. I.G. Mehrotra.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has implemented a Whistle Blower Policy pursuant to which
Whistle Blowers can raise concerns relating to Reportable Matters (as
defined in the policy) such as breach of SVC Superchem Code of Conduct,
fraud,bribery, corruption, employee misconduct, illegality, health &
safety, environmental issues and wastage/misappropriation of bank
funds/assets, etc. Further, the mechanism adopted by the Company
encourages the Whistle Blower to report genuine concerns or grievances
and provides for adequate safe guards against victimization of Whistle
Blower who avail of such mechanism and also provides for direct access
to the Chairman of the Audit Committee, in exceptional cases. The
functioning of the Vigil mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle Blowers have been denied access
to the Audit Committee of the Board. The detaifs of the Whistle Blower
Policy are available on the website of the Company i.e.
www.svcsuperchemltd.com.
CONTRACT / ARRAGEMENT WITH RELATED PARTIES:
The Company has not entered into any transaction during the financial
year with the related party in the ordinary course of business. There
are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have potential conflict with the interest
of the Company.
MANAGERIAL REMUNERATION:
In order to control expenses as advised by the shareholders in the
earlier Annual General Meeting, the Company did not appoint any
Managing Director/Whole-time Director or manager as required under
section 197 ofthe Companies Act, 2013.
SECRETARIALAUOIT REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Companies has appointed Mr. R.N. Gupta, a practicing Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The report of the Secretarial Audit is annexed herewith as
"Annexure B'.
MANAGEMENT, DISCUSSION AND ANALYSIS:
Separate section on Management, discussion and analysis forming part
Of the Directors' report is annexure as Annexure "C".
FRAUD REPORTING:
During the year under review the Company has not reported to the Audit
Committee / Board fraud of any nature.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Inorderto prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013, Under
the said Act every company is required to set up an Internal Complaints
Committee to took into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year, Company has not received any complaint of
sexual harassment.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required u/s 134 (5)of the Companies Act, 2013, the Directors
confirm that;
I. In the preparation of the annual accounts for the year ended 31st
March 2015, the applicable accounting standards have been followed
along with explanation relating to material departures;
II. They have selected such accounting policies and applied them
consistently except for the non-provision of interest on all secured
loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
on 31st March 2015;
III. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
IV. The Directors have prepared the annual accounts for the financial
year ended 31st March, 2015 on a going concern basis,
V. The Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
CORPORATE GOVERNANCE:
The Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance, in terms of Clause 49 to the
Listing Agreements with Stock Exchange, are complied with. A separate
report on Corporate Governance is being incorporated as a part of the
Annual Report along with a certificate from the Auditors of the Company
regarding Compliance of the conditions of Corporate Governance which is
annexed to the Directors' Report,
RECONCILIATION OF SHARE CAPITALAUDIT REPORT:
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital is being carried out at the specified
periodicity by the practicing Company Secretary. The findings of the
Reconciliation of Share Capital Audit are regularly taken at the Board
Meeting, besides submitting it to the Bombay Stock Exchange Limited.
CODEOFCONDUCT:
The Board has adopted, the Code of Ethics and Business for the Non-
Executive Directors as also for the employees and other Members of
Senior Management. The said code has been communicated to all the
Directors and Members ofthe Senior Management. Board Members and Senior
Management personnel have affirmed compliance with the Code for the
financial year 2014-15.
CEO/CFO CERTIFICATION:
As per Sub- clause VIM of Clause 49 of the Listing Agreement, there is
no CEO in the Company however, the Company has obtained the CFO
Certification taken on record at the Board meeting held on 23Â May,
2015 for the financial year ended 31st March, 2015
INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of insider
Trading in accordance with the requirements of SEBI (Prohibition of
Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view
to regulale trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing
in the Company shares beyond threshold limits. Further, it prohibits
the purchase or sale of Company shares by the Directors and the
designated employees white in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The disclosures obtained under the code are
submitted to the Bombay Stock Exchange Limited, Mumbai from time to
time. The Company regularly follows the system of Share Trading Window
mechanism as per the Insider Regulation.
DEMATERIALISATION OF SHARES:
As part of its efforts to provide better investor services, your Com
pany has admitted its equity in the Depository System of the National
Securities Depositories Ltd. (NSDL) and Central Depository Services
(India) Ltd. (CDSL) since 7.3.200O and 23.3.200O respectively and has
offered investors the facility to hold the shares in electronic form
and enter into script less trades. Your Company has always paid utmost
attention to improve investor's relationship. As on 31st March, 2015
approx, 74.84 % of the total shares of the Company has already been
dematerialized.
By order of the Board of Director's
For SVC Superchem Ltd.
G.S. Dahotre Jaffar Imam
Director Director
Place: Mumbai.
Date: 3rd August, 2015
Mar 31, 2014
TO THE MEMBERS
The Directors present the 23rd Annual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31st
March, 2014.
FINANCIAL RESULTS
Like earlier years Company''s PTA plant is closed this year too. As the
plant of the Company is closed for mo re th an 1 4 yea rs, th e Co mp
an y h ad n o manufacturing, trading or service activities during the
financial year ended 31st March, 2014 also and as such no Profit & Loss
Account has been prepared for the above financial year and all the
expenditure incurred has been added to Capital-work-in progress.
PROJECT
Company''s plant has been closed since September, 2000 and with the
passage of time, inspite of time to time maintenance by the Company and
in the absence of any operation since, then, the corrosion is taking
place in the plant due to climatic and cyclonic conditions in the area.
Company has not issued any shares or debentures to public after its
initial public issue in 1994. These funds were fully utilized by March,
1996. Subsequently, due to non-availability of loan fund from banks,
plant could not commence production. In order to protect the interest
of the shareholders, stake holders, employees and the national assets
worth hundreds of Crores of investment, the Company has made necessary
security arrangements this year too.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
PERSONNEL
There is no employee covered pursuant to Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended, hence, no particulars are given.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Jaffar Imam, Director of the
company retires by rotation at the ensuing Annual General Meeting and
being eligible offer himself for re- appointment. Details about Jaffar
Imam is given in the Notice of the ensuring Annual General Meeting sent
to the shareholders along with the Annual Report.
Mr. A.R. Sekar has relinquished his office w.e.f. 31st March , 2014.
Your Directors wish to place on record their appreciation for his
contributions given to the Company during his tenure.
Impending notification of Section 149 and other applicable provisions
of the Companies Act, 2013, your Directors are seeking appointment of
Dr. P.P. Shastri, Mr. I.G. Mehrotra and Mr. G.S. Dahotre as
Independent Directors for five consecutive years for a term upto 31
March,2019. Details of the proposal for appointment of Dr. P.P.
Shastri, Mr. I.G. Mehrotra and Mr. G.S. Dahotre are mentioned in the
Explanatory Statement under Section 102 of the Companies Act, 2013 of
the Notice of the 23rd Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required u/s 134 (5) of the Companies Act, 2013, the Directors
confirm that;
I. in the preparation of the annual accounts for the year ended 31st
March 2014, the applicable accounting standards have been followed
along with explanation relating to material departures;
II. they have selected such accounting policies and applied them
consistently except for the non-provision of interest on all secured
loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as
on 31st March 2014;
III. the Directors had taken proper and sufficient care for th e
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
IV. the Directors have prepared the annual accounts for the financial
year ended 31st March, 2014 on a going concern basis.
V. They have laid down ''internal financial controls'' to be followed by
the Company and that such internal financial control are adequate and
were operating effectively.
CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure th at all man d atory
provisions of Corporate Governance, in terms of Clause 49 to the
Listing Agreements with Stock Exchange, are complied with. A separate
report on Corporate Governance is being incorporated as a part of the
Annual Report along with a certificate from the Auditors of the Company
regarding Compliance of the conditions of Corporate Governance which is
annexed to the Directors'' Report.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital is being carried out at the specified
periodicity by the practicing Company Secretary. The findings of the
Reconciliation of Share Capital Audit are regularly taken at the Board
Meeting, besides submitting it to the Bombay Stock Exchange Limited.
CODE OF CONDUCT
The Board has adopted, the Code of Ethics and Business for the
Non-Executive Directors as also for the employees and other Members of
Senior Management. The said code has been communicated to all the
Directors and Members of the Senior Management. Board Members and
Senior Management personnel have affirmed compliance with the Code for
the financial year 2013-14. A separate declaration to this effect is
annexed to the Corporate Governance Report.
CEO / CFO CERTIFICATION
As per Sub- clause VIII of Clause 49 of the Listing Agreement, the
Company has obtained the CFO Certification taken on record at the Board
meeting held on 29th May, 2014 for the financial year ended 31st March,
2014.
INSIDER TRADING
As directed by the Securities and Exchange Board of India (SEBI), your
Company has adopted the Code of Insider Trading. The disclosures
obtained under the code are submitted to the Bombay Stock Exchange
Limited, Mumbai from time to time. The Company regularly follows the
system of Share Trading Window mechanism as per the Insider Regulation.
STATURORY AUDITORS
M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company''s
Auditors, retire at the conclusion of the ensuing Annual General
Meeting. They have given their consent to act as Auditors of the
Company if re- appointed and have confirmed that their appointment, if
made, would be within the prescribed limits under Section 141 of the
Companies Act, 2013.
AUDIT REPORT
The observations by the Auditors in their report are self-explanatory
and, in the opinion of the Board, do not require any further
explanation.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company has taken sufficient care in the technical design of your
PTA plant to optimize the energy consumption to the maximum. After
achieving commercial prod uction , based on ou r actual experience,
improvements to the process and technology will be made through our
Technical Services and R & D Departments towards further optimization.
FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has not utilized any foreign exchange and has not earned
any foreign exchange during the financial year ended 31st March, 2014.
DEMATERIALISATION OF SHARES
As part of its efforts to provide better investor services, your
Company has admitted its equity in the Depository System of the
National Secu rities Depositories Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively
and has offered investors the facility to hold the shares in electronic
form and enter into script less trades. Your Company has always paid
utmost attention to improve investor''s relationship. As on 31st March,
2014 approx. 74.78 % of the total shares of the Company has
already been dematerialized.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Central and State Governments, all Shareholders and Creditors.
Your Directors also take this opportunity to place on record their
appreciation of the dedication and sense of commitment shown by the
officers and employees at all levels.
For and on behalf of the Board
Suresh V. Chaturvedi Jaffar Imam
Promoter Director Director
Place : Mumbai.
Date : 29th May, 2014.
Mar 31, 2013
TO THE MEMBERS
The Directors present the 22nd Annual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31st
March, 2013.
FINANCIAL RESULTS
As the plant of the Company is closed for more than 13 years the
Company had no manufacturing, trading or service activities during the
financial year ended 31st March, 2013 also and as such no Profit & Loss
Account has been prepared for the above financial year and all the
expenditure incurred has been added to Capital-work-in progress.
PROJECT
Company''s plant has been closed since September, 2000 and with the
passage of time, inspite of time to time maintenance by the Company and
in the absence of any operation since, then, the corrosion is taking
place in the plant due to climatic and cyclonic conditions in the area.
Company has not issued any shares or debentures to public after its
initial public issue in 1994. These funds were fully utilized by March,
1996. Subsequently, due to non-availability of loan funds from banks,
plant could not commence commercial production. In order to protect the
interest of the shareholders, stake holders, employees and the national
assets worth hundreds of Crores of investment, the Company has made
necessary security arrangements.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
PERSONNEL
There is no employee covered pursuant to Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended, hence, no particulars are given.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Shri Suresh V. Chaturvedi and
Mr. Jaffar Imam, Directors of the company retires by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. Details about these Directors are given in the Notice
of the ensuring Annual General Meeting sent to the shareholders along
with the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required u/s 217 (2AA) of the Companies Act, 1956, the Directors
confirm that;
I. in the preparation of the annual accounts for the year ended 31st
March 2013, the applicable accounting standards and requirement of
Schedule VI to the Companies Act had been followed and there is no
material departure from the same;
II. they have selected such accounting policies and applied them
consistently except for the non- provision of interest on all secured
loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
31st March 2013;
III. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
IV. the Directors have prepared the annual accounts for the financial
year ended 31st March, 2013 on a going concern basis.
CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance, in terms of Clause 49 to the
Listing Agreements with Stock Exchange, are complied with. A separate
report on Corporate Governance is being incorporated as a part of the
Annual Report along with a certificate from the Auditors of the Company
regarding Compliance of the conditions of Corporate Governance which is
annexed to the Directors'' Report.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital is being carried out at the specified
periodicity by the practicing
Company Secretary. The findings of the Reconciliation of Share Capital
Audit are regularly taken at the Board Meeting, besides submitting it
to the BSE Limited.
CODE OF CONDUCT
The Board has adopted, the Code of Ethics and Business for the
Non-Executive Directors as also for the employees and other Members of
Senior
Management. The said code has been communicated to all the Directors
and Members of the Senior Management. Board Members and Senior
Management personnel have affirmed compliance with the Code for the
financial year 2012-13. A separate declaration to this effect is
annexed to the Corporate Governance Report.
CEO / CFO CERTIFICATION
As per Sub- clause VIII of Clause 49 of the Listing Agreement, the
Company has obtained the CFO Certification taken on record at the Board
meeting held on 24th May, 2013 for the financial year ended 31st March,
2013.
INSIDER TRADING
As directed by the Securities and Exchange Board of India (SEBI), your
Company has adopted the Code of Insider Trading. The disclosures
obtained under the code are submitted to the Bombay Stock Exchange
Limited, Mumbai from time to time. The Company regularly follows the
system of Share Trading Window mechanism as per the Insider Regulation.
AUDITORS
M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company''s
Auditors, retire at the conclusion of the ensuing Annual General
Meeting. They have given their consent to act as Auditors of the
Company if re- appointed and have confirmed that their appointment, if
made, would be within the prescribed limits under Section 224 (1B) of
the Companies Act, 1956.
AUDIT REPORT
The observations by the Auditors in their report are self-explanatory
and, in the opinion of the Board, do not require any further
explanation.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company has taken sufficient care in the technical design of your
PTA plant to optimize the energy consumption to the maximum. After
achieving commercial production, based on our actual experience,
improvements to the process and technology will be made through our
Technical Services and R & D Departments towards further optimization.
FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has not utilized any foreign exchange and has not earned
any foreign exchange during the financial year ended 31st March, 2013.
DEMATERIALISATION OF SHARES
As part of its efforts to provide better investor services, your
Company has admitted its equity in the Depository System of the
National Securities Depositories Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively
and has offered investors the facility to hold the shares in electronic
form and enter into script less trades. Your Company has always paid
utmost attention to improve investor''s relationship. As on 31st March,
2013 approx.74.74% of the total shares of the Company has already been
dematerialised.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Central and State Governments, all Shareholders and Creditors.
Your Directors also take this opportunity to place on record their
appreciation of the dedication and sense of commitment shown by the
officers and employees at all levels.
For and on behalf of the Board
G. S. Dahotre Jaffar Imam
Director Director
Place : Mumbai.
Date : 24th May, 2013.
Mar 31, 2012
The Directors present the 21st Annual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31st
March, 2012.
FINANCIAL RESULTS
As the plant of the Company is closed for more than 10 years the
Company had no manufacturing, trading or service activities during the
financial year ended 31st March, 2012 also and as such no Profit & Loss
Account has been prepared for the above financial year and all the
expenditure incurred has been added to Capital-work-in progress.
PROJECT
Company's plant has been closed since September, 2000 and with the
passage of time, inspite of time to time maintenance by the Company and
in the absence of any operation since, then, the corrosion is taking
place in the plant due to climatic and cyclonic conditions in the area.
In order to protect the interest of the shareholders, stake holders,
employees and the national assets worth hundreds of Crores of
investment, the Company has made necessary security arrangements.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
PERSONNEL
There is no employee covered pursuant to Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended, hence, no particulars are given.
DIRECTORS
Shri I. G. Mehrotra, Director of the company retires by rotation at the
ensuing Annual General Meeting and is being eligible offer himself for
re-appointment. Shri G.S. Tiwari retired from the Board w.e.f. 26th
September, 2011. The nomination of Dr. P.P. Shastri was withdrawn by
UTI effective 9th November, 2011, thereafter he was appointed as
Additional Director on the Board with immediate effect and whose term
will expire at the end of ensuing Annual General Meeting and has
already expressed his willingness to be re- appointed.
DIRECTORS' RESPONSIBILITY STATEMENT
As required u/s 217 (2AA) of the Companies Act,1956, the Directors
confirm;
I. in the preparation of the annual accounts for the year ended 31st
March' 2012, the applicable accounting standards and requirement of
Schedule VI to the Companies Act had been followed and there is no
material departure from the same;
II. the Directors had selected such accounting policies and applied
them consistently except for the non-provision of interest on all
secured loans as mentioned in Note No. 5 (g) forming part of the
Balance Sheet and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at 31st March'2012;
III. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
IV. the Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance, in terms of Clause 49 to the
Listing Agreements with Stock Exchange, are complied with. A separate
report on Corporate Governance is being incorporated as a part of the
Annual Report along with a certificate from the Auditors of the Company
regarding Compliance of the conditions of Corporate Governance which is
annexed to the Directors' Report.
SECRETARIAL AUDIT REPORT
As a measure of good corporate governance practice the Company has
appointed M/s Nishant Jawasa & Associates, Mumbai a practicing Company
Secretary to conduct secretarial audit for the year ended 31st March,
2012.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As directed by the Securities and Exchange Board of India (SEBI),
Reconciliation of Share Capital is being carried out at the specified
periodicity by the practicing Company Secretary. The findings of the
Reconciliation of Share Capital Audit are regularly taken at the Board
Meeting, besides submitting it to the Bombay Stock Exchange Limited.
CODE OF CONDUCT
The Board has adopted, the Code of Ethics and Business for the
Non-Executive Directors as also for the employees and other Members of
Senior Management. The said code has been communicated to all the
Directors and Members of the Senior Management.
CEO / CFO CERTIFICATION
As per Sub- clause VIII of Clause 49 of the Listing Agreement, the
Company has obtained the CFO Certification taken on record at the Board
meeting held on 14th July, 2012 for the financial year ended 31st
March, 2012.
INSIDER TRADING
As directed by the Securities and Exchange Board of India (SEBI), your
Company has adopted the Code of Insider Trading. The disclosures
obtained under the code are submitted to the Bombay Stock Exchange
Limited, Mumbai from time to time. The Company regularly follows the
system of Share Trading Window mechanism as per the Insider Regulation.
AUDITORS
M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company's
Auditors, retire at the conclusion of the ensuing Annual General
Meeting. They have given their consent to act as Auditors of the
Company if re- appointed and have confirmed that their appointment, if
made, would be within the prescribed limits under Section 224 (1B) of
the Companies Act, 1956.
The comment by the Auditors in their report are self- explanatory and,
in the opinion of the Board, do not require any further clarification.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company has taken sufficient care in the technical design of your
PTA plant to optimize the energy consumption to the maximum. After
achieving commercial production, based on our actual experience,
improvements to the process and technology will be made through our
Technical Services and R & D Departments towards further optimization.
FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has not utilized any foreign exchange and has not earned
any foreign exchange during the financial year ended 31st March, 2012.
DEMATERIALISATION OF SHARES
As part of its efforts to provide better investor services, your
Company has admitted its equity in the Depository System of the
National Securities Depositories Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively
and has offered investors the
facility to hold the shares in electronic form and enter into script
less trades. Your Company has always paid utmost attention to improve
investor's relationship. As on 31st March, 2012 approx. 74.70 % of the
total shares of the Company has already been dematerialised.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Central and State Governments, all Shareholders and Creditors.
Your Directors also take this opportunity to place on record their
appreciation of the dedication and sense of commitment shown by the
officers and employees at all levels.
For and on behalf of the Board
Jaffar Imam
Director
For and on behalf of the Board
Suresh V. Chaturvedi
Promoter Director
Place : Mumbai.
Date : 14th July, 2012.
Mar 31, 2010
The Directors present the 19th Annual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31st
March, 2010.
ACCOUNTS
As the company is still closed due to financial constraint the Company
had no manufacturing, trading or service activities for the financial
year ended 31s1 March, 2010 and as such no Profit & Loss Account has
been prepared for the above financial year and all the expenditure
incurred has been shown as project / other expenses to be capitalised
at a later date.
PROJECT
Companys plant under construction has been shut down since September,
2000 and with the passage of time, inspite of time to time maintenance
by the Company and in the absence of any operation since, then, the
corrosion is taking place in the plant due to climatic and cyclonic
conditions in the area. It is difficult to express the opinion about
the health of the plant on going concern basis or about the losses due
to impairment if the assets of the projects, since the project and its
plant and machinery are one of the highly technologically oriented
projects whose valuation or its capabilities and conditions are
technical subject, and in the absence of independent technical
evaluation and health check up of the plant at present, one cannot
determine losses if any, for making any provision for impairment of the
assets of the project or about its status as ongoing project. In order
to protect the interest of the shareholders, stake holders, employees
and the national assets worth Crores of investment, the Company has
approached the Hon able Allahabad High Court. The Honable Allahabad
High Court has granted temporary stay by preventing PICUP from taking
over the physical assets of the Company.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section
58A of the Companies Act, 1956 and rules made thereunder.
STATUTORY DUES
During the year company has deposited all statutory dues regularly from
time to time.
PERSONNEL
There is no employee covered pursuant to Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 as amended, hence, no particulars are given.
DIRECTORS RESPONSIBILITY STATEMENT
As required u/s 217 (2AA) of the Companies Act, 1956, the Directors
confirm;
I. That in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departure.
II. That the Directors had selected such accounting policies and
applied them consistently except for the non-provision of interest on
all secured loans as mentioned in Note No. B-16 of Schedule H forming
part of the Balance Sheet and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year.
III. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
IV. That the Directors have prepared the annual accounts on a going
concern basis.
DIRECTORS
Mr. Suresh V. Chaturvedi and Mr. Jaffar Imam, Directors of the company
retire by rotation at the ensuing Annual General Meeting and are being
eligible offer themselves for re-appointment. Mr. G.S. Tiwari was
re-appointed as the Wholetime Director at the Board Meeting hold on
30th July, 2010. His re- appointment and remuneration are subject to
your approval at the ensuing Annual General Meeting.
CORPORATE GOVERNANCE
The Company has taken adequate steps to ensure that all mandatory
provisions of Corporate Governance, in terms of Clause 49 to the
Listing Agreements with Stock Exchange, are complied with. A separate
report on Corporate Governance is being incorporated as a part of the
Annual Report along with a certificate from the Auditors of the Company
regarding Compliance of the conditions of Corporate Governance which is
annexed to the Directors Report.
SECRETARIAL AUDIT
As directed by the Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
the practicing Company Secretary. The findings of the Secretarial Audit
are regularly taken at the Board Meeting, besides submitting it to the
Bombay Stock Exchange Limited.
CODE OF CONDUCT
The Board has adopted, the Code of Ethics and Business for the
Non-Executive Directors as also for the employees including Whole-time
Director and other Members of Senior Management. The said code have
been communicated to all the Directors and Members of the Senior
Management. CEO / CFO CERTIFICATION
As per Sub- clause VIII of Clause 49 of the Listing Agreement, the
Company has obtained the CEO / CFO Certification taken on record at the
Board meeting held on 30"1 July, 2010 for the financial year ended 31s1
March, 2010. The Report certified to the Board that:
(A) They have reviewed financial statements and the cash flow statement
for the year and that to the best of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or
omit any material fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the
companys affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no
transactions entered into by the company during the year which are
fraudulent, illegal or violative of the companys code of conduct.
(c) They accept responsibility for establishing and maintaining
internal controls for financial reporting and that they have evaluated
the effectiveness of internal control systems of the company pertaining
to financial reporting and they have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which they are aware and the steps they
have taken or propose to take to rectify these deficiencies.
INSIDER TRADING
As directed by the Securities and Exchange Board of India (SEBI), your
Company has adopted the Code of Insider Trading. The disclosures
obtained under the code are submitted to the Bombay Stock Exchange
Limited, Mumbai from time to time. The Company regularly follows the
system of Share Trading Window mechanism as per the Insider Regulation.
STOCK EXCHANGE
The equity shares of your company are listed with Bombay Stock Exchange
Limited. The listing fees for the financial year, 2010-11 have been
paid to the Stock Exchange.
AUDITORS
M/s. B. M. Chaturvedi & Co., Chartered Accountants,
the Companys Auditors, retire at the conclusion of the ensuing Annual
General Meeting. They have given their consent to act as Auditors of
the Company if re- appointed and have confirmed that their appointment,
if made, would be within the prescribed limits under Section 224 (1B)
of the Companies Act, 1956.
The comment by the Auditors in their report are self- explanatory and,
in the opinion of the Board, do not require any further clarification.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company has taken sufficient care in the technical design of your
PTA plant to optimize the energy consumption to the maximum. After
achieving commercial production, based on our actual experience,
improvements to the process and technology will be made through our
Technical Services and R&D Departments towards further optimization.
FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has not utilized any foreign exchange and has not earned
any foreign exchange during the financial year ended 31s1 March, 2010.
DEMATERIALISATION OF SHARES
As part of its efforts to provide better investor services, your
Company has admitted its equity in the Depository System of the
National Securities Depositories Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively
and has offered investors the facility to hold the shares in electronic
form and enter into script less trades. Your Company has always paid
utmost attention to improve investors relationship. As on 31s March,
2010, approx. 74.47 % of the total shares of the Company have already
been dematerialised.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Central and State Governments, all Shareholders and Creditors.
Your Directors also take this opportunity to place on record their
appreciation of the dedication and sense of commitment shown by the
officers and employees at all levels.
For and on behalf of the Board For and on behalf of the Board
Jaffar Imam G.S. Tiwari
Director Wholetime Director
Place : Mumbai.
Date : 30,th July, 2010.