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Directors Report of SVC Superchem Ltd.

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 23™ 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.



 
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