Mar 31, 2025
We are pleased to present the 44th Annual Report of the Company as follows:
|
PARTICULARS |
YEAR ENDED |
YEAR ENDED |
|
Income |
27217.69 |
2.64 |
|
Profit/(Loss) Before Depreciation, Finance Charges & Taxation |
1510.07 |
1454.99 |
|
Profit/(Loss) before Depreciation & Taxation |
741.81 |
1454.97 |
|
Profit/(Loss) after Depreciation & Taxation |
360.12 |
1451.47 |
|
Balance carried over to Balance sheet |
360.12 |
1451.47 |
Exceptional items (net) for the year ended 31st March,2024 comprises of:-
De-recognition of liabilities amounting to Rs. 1489.43 lacs to giving effect of NCLT order dt 02.05.2023.
These adjustments, having one-time, non-routine material impact on the financial statements hence, the same has been
disclosed as "Exceptional Items" in the financial statements.
Company did not recommend any dividend during the
financial year 2024-25.
As per the requirements of the Notification dated
16.02.2015 issued by the Ministry of Corporate Affairs
(MCA) Standalone and the Financial Statement of the
Company for the Financial Year 2024-2025 have been
approved as per Ind AS.
The Board does not propose to transfer any amount to its
reserves.
The Company is directly engaged in the business of
manufacturing of Drums and Barrels.
In view of tough competition from local and international
market, the company is making all efforts to increase the
activities.
During the year ended 31st March, 2025, your company
has made Profit after tax of Rs. 360.12 lakhs as against
Profit of Rs. 1451.47 lakhs in the previous year.
The Company is in the industry of manufacturing of Drums
and Barrels.
There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year to which the
financial statements relate and the date of this report.
DEPOSITS
The company has not invited or accepted any Deposits as
required under section 73 of the Co''s Act from the public
during the year under review.
ASSOCIATES COMPANIES - NIL
SUBSIDIARY COMPANY
The Company does not have any Subsidiary/Joint Venture/
Associate Company as on the year ended 31st March,
2025.
NO FRESH LOAN TAKEN FROM FINANCIAL
INSTITUTIONS
The company has taken a Fresh Loan from a Financial
Institution during the year to the tune of Rs. 1.51 Crore agst
Hypothecation of Machinery and the Company had taken
Valuation on the basis of Valuation of Central Board of
Indirect Taxes and Customs.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENT
Particulars of the loans given, Investment made or guarantee
given or security provided and the purpose for which the
loan or guarantee or security is proposed to be utilized by
the recipient of the loan or security are provided, if any to
the Financial Statement.
PARTICULARS OF CHANGE IN BUSINESS
There is no change in the business operations of the
Company.
VOLUNTARY REVISION OF FINANCIAL
STATEMENTS
We state that there is no Voluntary Revision of Financial
Statements during the Financial Year 2024-2025.
WEB ADDRESS
Our Web address is www.eidb.in and all the data including
Annual Report and various others matters are displayed on
our website.
ANNUAL RETURN
The Annual Return has been disseminated on the Company''s
website and can be accessed at www.eidb.in under Investor
Relation.
STATUTORY AUDITORS
M/s. Dhiraj & Dheeraj as a Statutory Auditor to conduct
audit of the company''s accounts. Qualification/adverse
remarks, if any, of the Auditor are self-explanatory and
do not require any further comments from the side of
management.
COST AUDITOR
Due to changes in the Company''s turnover during the
current financial year, cost audit requirements have become
applicable. Accordingly, in compliance with Section 148 of
the Companies Act, the Company has appointed M/s. Raja
Dutta & Co., Cost Accountants, FRN 101555 as the Cost
Auditor for the financial year 2025-26.
SECRETARIAL AUDITORS REPORT
The Secretarial Auditors'' Report dated May 21, 2025,
issued by M/s. Pranay Mandhana & Associates are
attached in ANNEXURES forming part of Directors'' Report.
As regards the Qualification, the same are self-explanatory.
Qualification/adverse remarks, if any, of the Auditor are
self-explanatory and do not require any further comments
from the side of management.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Information in accordance with Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules,
2014 is given as below. The disclosure of particulars with
respect to Conservation of Energy is not applicable in the
case of your Company.
Particulars as required under Companies
(Disclosure of Particulars in the Report of
Directors) Rules, 1988 and forming part of
Directors'' Report for the year ended 31st March,
2025.
|
SR. NO. |
PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
|
I. |
RESEARCH & DEVELOPMENT (R & D) |
||
|
a) |
Specific areas in which R & D carried out by the Company- |
75 |
10 |
|
b) |
Benefits derived as a result of the above R&D Less |
55 |
5 |
|
c) |
Further plan of action: - Installation of Solar |
400 |
15 |
|
d) |
Expenditure on Research & Development |
100 |
75 |
|
II |
TECHNOLOGY ABSORPTION, ADAPTATION & |
||
|
a) |
Efforts in brief made towards Technology, Absorption, 1. Purchase of New Automatic manufacturing line 2. Purchase of offset printing machine 3. Purchase of GMI line in daman plant 4. New manufacturing line at Sonipat plant 5. Purchase of Power press for Sonipat plant |
79 70 400 200 200 |
NIL |
|
b) |
Benefit derived as a result of solar |
10% on power bill |
NIL |
|
c) |
Particulars of Technology (solar) Amount, spent |
20 |
NIL |
|
III |
FOREIGN EXCHANGE EARNINGS & OUTGO |
||
|
a) |
Activities relating to exports and export plans |
||
|
b) |
Total Foreign Exchange Used & Earned: |
||
|
i) Foreign Exchange Used |
5.61 |
NIL |
|
|
ii) Foreign Exchange Earned |
NIL |
NIL |
The Company is listed on the Bombay Stock Exchange and As on 31.03.2025, our Board of Directors and KMP are as
has duly paid Listing Fees for the year 2025-2026. under:
|
SR. NO. |
NAME |
DESIGNATION |
DATE OF |
DATE OF |
|
1 |
Mr. Madhav Jayesh Valia |
Director |
29-03-2024 |
NA |
|
2 |
Mrs. Madhu Kanadia |
Independent |
26-08-2024 |
NA |
|
3 |
Mr. Hitendrakumar Ranka |
Independent Director |
26-08-2024 |
NA |
|
4 |
Mr. Dayanand Sahane |
Independent Director |
26-08-2024 |
NA |
|
5 |
Mr. Jayesh Palsanekar |
CFO |
01-04-2019 |
NA |
|
6 |
Mr. Shrikant Kabra |
Company |
10-08-2024 |
17-04-2025 |
The Auditors of the Company have not reported any
instances of Fraud committed against the Company by its
officers or employees as specified Under Section 143(12)
of the Companies Act, 2013.
The details of program for familiarization of Independent
Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry
in which the Company operates, business model of the
company and related matters are put on the website of the
company at www.eidb.in.
Pursuant to Section 134(3)(n) of the Companies, Act, 2013,
the Company has adopted a Risk Management Policy for the
identification and implementation of a Risk Mitigation Plan
for the Company. The company has included appropriate
procedures to inform the Board about the Risk Assessment
and minimization procedures. The Board periodically
revisits and reviews the overall Risk Management Plan for
making desired changes in response to the dynamics of the
business.
Details in respect of Vigil Mechanism and Whistle Blower
Policy are provided in the Corporate Governance report
forming Part of this Report.
There are no significant materials orders passed by The
Regulatory or Courts or Tribunal, which would impact the
going concern status of the company and in its future.
The provisions of Corporate Social Responsibility are not
applicable to our Company.
In terms of the provisions of Section 134(3)(p) of the
Companies Act, 2013 and Regulation 17(10) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, individual
Directors, Chief Financial Officer, Company Secretary as
well as the evaluation of the working of its Board Committees.
Performance evaluation of Independent Directors was done
by the entire Board, excluding the Independent Directors
being evaluated.
The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.
The Company has got internal control system commensurate
to the size and the systems and operations. It is supplemented
by extensive internal audit procedures, reviewed by
Management and Audit Committee. The internal audit
covers all the activities of the company. Company reviews
findings of internal audit system on regular basis and they
are upgraded based on internal audit recommendations.
Your company''s statutory Auditors'' have confirmed the
adequacy of internal control systems.
The Board of Directors of the Company confirm that:
1. The preparation of the Annual Account, the applicable
accounting standards have been followed and
wherever required, proper explanations relating to
material departures have been given.
2. Selected such accounting policies and applied them
consistently 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 and of the profit or loss of the
Company for that period.
3. Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Accounts have been prepared on a going concern
basis.
5. The Company had laid down internal financial controls
and such internal financial controls are adequate and
were operating efficiently.
6. The Company had devised proper system to ensure
compliance with the provisions of all applicable laws
and such systems were adequate and operating
efficiently.
All documents referred to in the accompanying Notice are
open for inspection at the Registered Office of the Company
during the office hours of the Company on any working
days From September 21, 2025 to September 23, 2025,
between 12.00 noon to 4.00 p.m.
The details as required under Sec.197 of the Companies
Act, 2013, and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel).
|
SR.NO. |
NAME |
FEES |
|
1. |
Mr. Madhav Jayesh Valia |
Rs. 80.00 lacs |
|
2. |
Mrs. Madhu Nitin Kanadia Independent (Non-Executive) (Women) Director |
Only Allowances are paid |
|
3. |
Mr. Hitendrakumar Ranka |
|
|
4. |
Mr. Dayanand Sahane |
Details of remuneration paid to Key Managerial Personnels during the FY 2024-2025:
|
SR.NO. |
NAME |
SALARY (RS. IN |
% INCREASE/ |
|
1. |
Mr. Jayesh Palsanekar (CFO) |
3.73 |
NA |
|
2. |
Mr. Sunil Mahadeo Patil (Director) |
3.99 |
NA |
|
2. |
Mr. Shrikant Kabra (CS and Compliance Officer) |
8.57 |
NA |
Note: Mr. Shrikant Kabra resigned as a Company Secretary and Compliance Officer, w.e.f. April 17, 2025.
Mr. Sunil Mahadeo Patil resigned as a Director, w.e.f August 26, 2024
Mrs. Mayuri Choudhary is appointed as a Company Secretary and Compliance officer w.e.f. June 16, 2025.
DIRECTORS SEEKING APPOINTMENTS & RE¬
APPOINTMENT
Disclosure pursuant to Regulation 36 of SEBI (LODR)
Regulation 2015 of the Directors proposed to be appointed
in the AGM are enclosed separately.
CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL
A. Appointment of Non-Executive Independent Director
1. Mr. Hitendrakumar Ranka was appointed as an
Independent Director w.e.f. August 26, 2024
2. Mr. Dayanand Sahane was appointed as an
Independent Director w.e.f. August 26, 2024
3. Mr. Sunil Mahadeo Patil resigned as a Director,
w.e.f August 26, 2024
B. Change in Key Managerial Personnel''s
Mr. Shrikant Kabra resigned as a Company Secretary
and Compliance Officer, w.e.f. April 17, 2025.
Mrs. Mayuri Choudhary is appointed as a Company
Secretary and Compliance officer w.e.f. June 16, 2025.
The Board places on record the valuable services rendered
by them during their tenure of services with the Company.
Compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has constituted an Internal Complaints
Committee in accordance with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has
adopted a Policy on Prevention of Sexual Harassment which
is in line with the provisions of the Act and is applicable to
all employees of the Company. The policy ensures a safe
working environment by providing a mechanism for the
redressal of complaints pertaining to sexual harassment.
During the year under review, the Company has conducted
awareness programs and training sessions for employees
and members of the Internal Complaints Committee. No
complaints were received or pending as on March 31,
2025.
Compliance under the Maternity Benefit Act,
1961
The Company is fully compliant with the provisions of the
Maternity Benefit Act, 1961. All eligible women employees
are granted maternity leave and other prescribed benefits
in accordance with the Act. The Company continues to
promote a supportive and inclusive work environment for
women and has made the necessary statutory disclosures
and filings as required under applicable laws and the latest
MCA guidelines.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT OVERALL (MD & A)
The Management discussion and Analysis Report gives a
detailed account of state of Affairs forms Part of this Annual
Report
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance along with a Certificate
from Auditors of the Company regarding the compliance
with the conditions of Corporate Governance as stipulated
under Part E of Schedule V of SEBI LODR forms Part of this
Annual Report.
Since the details regarding composition and meetings of the
Board of Directors and its committee are covered under the
Corporate Governance Report, the same are not repeated
here for the sake of brevity.
The applicable Secretarial Standard i.e. SS-1 and SS-2
relating to the meetings of the Board of Directors'' and
General Meetings have been duly complied by the
company.
The Board of Directors have adopted the Code of Practice
and procedures for fair disclosure of Unpublished Price
Sensitive Information and Code of Internal Procedures
and conduct for Regulating Monitoring and Reporting of
Trading by Insiders in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation 2015.
All transactions with related parties during the financial
year 2024-25 were reviewed and approved by the Audit
Committee and are in accordance with the Policy on dealing
with materiality of Related Party Transactions and the
Related Party Framework, formulated and adopted by the
Company. Prior omnibus approval of the Audit Committee
is obtained on a yearly basis for the transactions which
are of unforeseen and repetitive nature. The transactions
entered into pursuant to the omnibus approval so granted
are audited and a statement giving details of all related
party transactions is placed before the Audit Committee for
their approval on a quarterly basis.
The Company in terms of Regulation 23 of the Listing
Regulations shall submit on the date of declaration of its
financial results for the half year, disclosures of related party
transactions on a consolidated basis, in the format specified
in the relevant accounting standards to the stock exchanges.
The Related Party Transactions Policy is available on the
Company''s website at www.eidb.in
Electronic copies of the Annual Report 2024-2025 and
the Notice of the AGM are sent to all the members whose
email address are registered with the R&T Agents i.e. MUFG
Intime India Private Limited.
Your director''s place on records their sincere thanks to the
State and Central Government for their co-operation and
dedicated and devoted services rendered by the employees
of the Group of Company at all levels. Your directors
also thank the Bankers, customers, Stakeholders and the
suppliers of services to your Company for their co-operation
and valuable support.
Place: Mumbai Madhav J. Valia Madhu Kanadia
Director Director
Date: 25-Aug-2025 DIN: 03381853 DIN: 07049292
Mar 31, 2024
We are pleased to present the 43rd Annual Report of the Company as follows:
UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
Pursuant to order dated March 10, 2022 of the Hon''ble National Company Law Tribunal - Mumbai Bench ("NCLT Order"), Corporate Insolvency Resolution Process ("CIRP") was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from March 10, 2022 (Corporate Insolvency Resolution Process Commencement Date).
The Resolution Plan for the Company submitted by East India Drums & Barrels Mfg. Pvt. Ltd. (Formerly known as Precision Containeurs Ltd.(Group Company) has been approved by the Hon''ble NCLT, Mumbai Bench, vide Order dated 02-05-2023. Brief details of the Resolution Plan and its implementation status as on date is given in the Notice of the AGM and hence, the same are not repeated.
Status of implementation of Resolution Plan Background:
Pursuant to order dated March 10, 2022 of the Hon''ble National Company Law Tribunal - Mumbai Bench ("NCLT Order"), Corporate Insolvency Resolution Process ("CIRP") was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder w.e.f March 10, 2022 (Corporate Insolvency Resolution Process Commencement date). Pursuant to Section 17 of the Code, the powers of Board of Directors of the Company stands suspended effective from the CIRP commencement date and such powers along with the management of affairs of the company were vested with the Monitoring Agent Chetan T. Shah (IP registration no. : IBBI Reg. no. IBBI/IPA-001/IP-P00026/2016-2017/10059), erstwhile Resolution Professional
As per the terms of the Resolution Plan for the Company approved by the Hon''ble NCLT, Mumbai Bench vide order 02nd May 2023, following major actions are completed:
a. Reduction and consolidation of share capital of the Company on March 31, 2024 (one day prior to the Effective Date.):
The equity shares capital of the Company held by the shareholders as on February 28, 2024, being record date for the purpose of reduction and consolidation of capital, has been reduced, consolidated, cancelled, and extinguished on March 31, 2024 as per the terms of the Resolution Plan.
Pre and post capital reduction shareholding on March 31, 2024 is given below:
|
Category |
Pre-Capital Reduction |
Post-Capital Reduction |
||
|
No. of shares |
% |
No. of shares |
% |
|
|
Promoter |
30,25,675 |
13.52 |
0 |
0 |
|
Public |
1,93,55,525 |
86.48 |
7,74,221 |
100 |
|
Total |
2,23,81,200 |
100 |
7,74,221 |
100 |
b. Merger of the Resolution Applicant East India Drums and Barrels Manufacturing Private Limited
East India Drums and Barrels Manufacturing Private Limited (CIN: U28999MH2021PTC359769) ("ARA") has been amalgamated/merged with and into the Company with effect from April 01, 2024 and pursuant to the said amalgamation, following are the changes in Precision Containeurs Limited w.e.f. April 01, 2024:
I. the Company has issued and allotted the shares as per the details mentioned below to the shareholders of East India on 01st April 2024:
|
Sr. No. |
Name of shareholder |
No. of shares issued |
Issue price (per share Rs.) |
|
1 |
Madhav Jayesh Valia |
75,34,900 |
10 |
|
2 |
Sangita Jayesh Valia |
44,32,300 |
10 |
|
3 |
Yuvraj Madhav Valia |
20,32,800 |
10 |
|
1,40,00,000 |
II. Pursuant to the said amalgamation, the authorized share capital of the Precision has been increased to Rs. 48,00,00,000/- divided into 4,80,00,000 Equity Shares of Rs. 10/-each.
III. Change of name of the Company from ''Precision Containeurs Limited'' to ''East India Drums and Barrels Manufacturing Ltd'' is approved by the MCA vide order dated 26th April 2024.
IV. Vide its letter dated 30th May 2024, Bombay Stock Exchange (BSE) has granted inprinciple approval for the listing of shares arising out of the above capital reduction and merger. Necessary Corporate Actions to give effect to the scheme of capital reduction and merger is pending before the depositories.
c. Payment under the Resolution Plan: The Company has successfully discharged payment obligation as per the terms of the Resolution Plan.
|
(Amt in Lacs.) |
||
|
Particulars |
Year ended 31.3.2024 |
Year ended 31.3.2023 |
|
Income |
2.64 |
7.77 |
|
Profit/(Loss) Before Depreciation, Finance Charges & Taxation |
1454.99 |
-17.49 |
|
Profit/(Loss) before Depreciation & Taxation |
1454.97 |
-17.49 |
|
Profit/(Loss) after Depreciation & Taxation |
1451.47 |
-21 |
|
Balance carried over to Balance sheet |
145 1 .47 |
-21 |
Company has not recommended dividend.
As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 2023-2024 have been approved as per Ind AS.
AMOUNT TRANSFERRED TO RESERVES
The Board does not propose to transfer any amount to its reserves.
The Company is directly engaged in the business of manufacturing of Drums and Barrels. STATEMENT ON COMPANY''S AFFAIRS
In view of tough competition from local and international market, the company is making all efforts to increase the activities.
During the year ended 31st March, 2024, your company has made Profit after tax of Rs. 1451.47 lacs as against Loss of Rs.21.00 lacs in the previous year.
The Company is in the industry of manufacturing of Drums and Barrels.
As per the NCLT Order dated May 2, 2023, our Company is merging by way of Reversal Merger and our entire Assets and Liabilities has been merged with Precision Containeurs Ltd. (listed Company) and in this connection our Company has received new Certificate of Incorporation from MCA dated 26th April 2024 changing the name of the company to East India Drums & Barrels Manufacturing Limited with PAN No. AAACV4766F, and GST Registration Nos.
At the Board of Directors'' Meeting held on May 29, 2024, it has been decided that the Registered Office of the Company to be shifted from the present address i.e. B-1, Madhav Niwas CHSL Opp. S. V. Road, Natakwala Lane, Borivali (W), Mumbai - 400092 to 201, A Wing, Jwala Estate, Pushp Vinod - 2, Soni Wadi, S. V. Road, Behind MC. Donald, Borivali (W), Mumbai - 400092.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
Approval of the Resolution Plan by the Hon''ble NCLT vide order dated 02.05.2023 as dated above.
The company has not invited or accepted any Deposits as required under section 73 of the Co''s Act from the public during the year under review.
ASSOCIATES COMPANIES - NIL SUBSIDIARY COMPANY
The Company does not have any Subsidiary/Joint Venture/Associate Company as on the year ended 31st March, 2024.
NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS
The Company has not availed any fresh loan/Working Capital facility during the year 2023-2024 and therefore the company has not carried any Valuation Report on the stock /other assets during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
Particulars of the loans given, Investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or security are provided, if any to the Financial Statement.
PARTICULARS OF CHANGE IN BUSINESSVOLUNTARY REVISION OF FINANCIAL STATEMENTS
We state that there is no Voluntary Revision of Financial Statements during the Financial Year 2023-2024.
Our Web address is www.eidb.in and all the data including Annual Report and various others matters are displayed on our website.
The Annual Return has been uploaded on the Companys'' website and can be accessed at www.eidb.in under Investor Relation.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE
There is no commodity price risk or foreign exchange risk to the company as there are no busine: activities in the Company.
M/s. APMH & Associates LLP, has resigned as a Statutory Auditor and Board has recommended appointment of M/s. Dhiraj & Dheeraj as a Statutory Auditor to conduct audit of the company''s accounts, subject to approval of shareholders.
Qualification/adverse remarks, if any, of the Auditor are self-explanatory and do not require any further comments from the side of management.
As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.
The Secretarial Auditors'' Report dated May 18, 2024, issued by M/s. Pranay Mandhana & Associates are attached in ANNEXURES forming part of Directors'' Report. As regards the Qualification, the same are self-explanatory.
As regards the other Qualifications, we have to state as under :
The said 7700 Equity Shares (physical) are under the custody of Income Tax Department, Mumbai and matter is followed by the Company. Company Secretary will be appointed by the Resolution Applicant as and when take over is given .
As regards other SEBI/SAT observations, Sr. (ii) the same are self-explanatory as per Secretarial Audit Report dated May 18, 2024.
Further in the matter of SEBI and as per Qualification Report of Secretarial Auditor Report Sr. No.1 dated May 18, 2024, we have to state that :
The same has been clarified under Directors'' Report - Non Compliance by the Company Penalties imposed on the Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.
Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors'' Report for the year ended 31st March, 2024.
|
Current Year Rs. |
Previous Year Rs. |
||
|
I. |
R E S EA RC H & D EV E L O P M E N T ( R & D ) |
||
|
a) |
Specific areas in which R & D carried out by the Company |
None |
None |
|
b |
Benefits derived as a result of the above R&D (Generation of Solar) |
None |
None |
|
c |
Further plan of action:- |
None |
None |
|
d |
Expenditure on Research & Development |
Nil |
Nil |
|
II |
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION |
||
|
a |
Efforts in brief made towards Technology Absorption, Adaptation and Innovation |
Nil |
Nil |
|
b |
Benefit derived as a result of solar * |
Nil |
Nil |
|
c |
Particulars of Technology (solar) Amount, spent * Saving in Electricity consumption will be continuous available to the Company |
N i l |
N il |
|
Current Year Rs. |
Previous Year Rs. |
||
|
III |
FOREIGN EXCHANGE EARNINGS & OUTGO |
||
|
A |
Activities relating to exports and export plans |
||
|
B |
Total Foreign Exchange Used & Earned: |
||
|
i) Foreign Exchange Used |
NIL |
NIL |
|
|
ii) Foreign Exchange Earned |
Nil |
Nil |
The Company is listed on the Bombay Stock Exchange and has duly paid Listing Fees for the year 2024-2025.
As on 31.03.2024, our Board of Directors and KMP are as under:
|
Sr. No. |
Name |
Designation |
Date of Appointment |
Date of cessation |
|
1 |
Mr. Madhav Jayesh Valia |
Director |
29-03-2024 |
NA |
|
2 |
Mrs. Madhu Kanadia |
Independent (Women) Director |
01-11-2021 |
NA |
|
3 |
Mr Sunil Mahadeo Patil |
Director |
29-03-2024 |
NA |
|
4 |
Mr. Jayesh Palsanekar |
CFO |
01-04-2019 |
NA |
EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance, evaluation of its own, the Board Committee and of the Independent Directors and found to be very satisfactory.
The Auditors of the Company have not reported any instances of Fraud committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.
The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at www.eidb.in.
Pursuant to Section 134(3)(n) of the Companies, Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Board about the Risk Assessment and minimization procedures. The Board periodically revisits and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY
There are no significant materials orders passed by The Regulatory or Courts or Tribunal, which would impact the going concern status of the company and in its future except approval of the Resolution Plan vide order NCLT order dated 02.05.2023 as stated above.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to our Company.
The Company has got internal control system commensurate to the size and the systems and operations. It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Your company''s statutory Auditors'' have confirmed the adequacy of internal control systems.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134 (5)
The Board of Directors of the Company confirm that :
1. The preparation of the Annual Account, the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.
2. Selected such accounting policies and applied them consistently 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 and of the profit or loss of the Company for that period.
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Accounts have been prepared on a going concern basis.
5. The Company had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.
6. The Company had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.
All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours of the Company on any working days up to August 26, 2024, between 12.00 noon to 4.00 p.m
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
The details as required under Sec.197 of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel).
None of the Directors/KMP/Employees are drawing any remuneration during the year under review.
|
Details of remuneration paid during the FY 2023-2024: |
||
|
Sr.no. |
Name |
Fees |
|
1. |
Mr. Madhav Jayesh Valia Director |
NA |
|
2 |
Mr. Sunil Mahadeo Patil Director |
NA |
|
3. |
Mrs. Madhu Nitin Kanadia Independent (Non Executive) (Women) Director |
Only Allowances are paid for attending the Board /Committee Meetings. |
|
DIRECTOR & KEY MANAGERIAL PERSONNEL |
|||
|
S.no. |
Name |
Salary (Rs. In Lacs.) |
% increase/ decrease in remuneration |
|
1 |
Mr. Madhav Jayesh Valia Director |
NIL |
NIL |
|
2 |
Mr. Sunil Mahadeo Patil Director |
NIL |
NIL |
|
3 |
Mrs. Madhu Nitin Kanadia Independent (Non Executive) (Women) Director |
NIL |
NIL |
|
4 |
Mr. Jayesh Palsanekar (CFO) |
NIL |
NIL |
* The Company has not carried any manufacturing activity and hence Company does not have any employees except the above KMP.
DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT
Disclosure pursuant to Regulation 36 of SEBI (LODR) Regulation 2015 of the Directors proposed to be appointed in the AGM are enclosed separately.
1) Mr. Sunil Vasantrao Patil, Independent Director, resigned wef March 30, 2024.
2) Mr. Shivram Singh, Independent Director, resigned wef March 30, 2024.
Mr. Hariram K. Bijlani resigned wef June 30, 2024.
The Board places on record the valuable services rendered by them during their tenure of services with the Company.
SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The policy is in place.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD & A)
The Management discussion and Analysis Report gives a detailed account of state of Affairs forms Part of this Annual Report
A Report on Corporate Governance along with a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI LODR forms Part of this Annual Report.
Since the details regarding composition and meetings of the Board of Directors and its committee are covered under the Corporate Governance Report, the same are not repeated here for the sake of brevity.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors'' and General Meetings have been duly complied by the company.
INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE
The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.
RELATED PARTY TRANSACTIONS - NILGREEN INITIATIVES
Electronic copies of the Annual Report 2023-2024 and the Notice of the AGM are sent to all the members whose email address are registered with the R&T Agents i.e. Link Intime (I) Pvt. Ltd.
Your Directors place on record their sincere thanks to the State and Central Government for their co-operation and dedicated and devoted services rendered by the employees of the Group of Company at all levels. Your Directors also thank the Bankers, customers, Stakeholders and the suppliers of services to your Company for their co-operation and valuable support.
Mar 31, 2023
We are pleased to present the 42nd Annual Report of the Company as follows:
UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (C1RP)
Pursuant to order dated 10th March 2023 of the Honâble National Company Law Tribunal - Mumbai Bench (âNCLT Orderâ), Corporate Insolvency Resolution Process (âCIRPâ) was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (âCodeâ) and related rules and regulations issued thereunder with effect from 10lh March 2022 (Corporate Insolvency Resolution Process Commencement Date).
The Resolution Plan for the Company submitted by East India Drums & Barrels Mfg. Pvt. Ltd. (Group Company) has been approved by the Honâble NCLT, Mumbai Bench, vide Order dated 02-05-2023. Brief details of the Resolution Plan and its implementation status as on date is given in the Notice of the AGM and hence, the same are not repeated.
|
FINANCIAL RESULTS (Amount in Lacs.) |
|||
|
Year ended 31.3.2023 |
Year ended 31.3.2022 |
||
|
Income |
7.77 |
32.93 |
|
|
Profit/(Loss) Before Depreciation, Finance Charges & Taxation |
(18.00) |
3.09 |
|
|
Profit/(Loss) before Depreciation & Taxation |
(18.00) |
(22.65) |
|
|
Profit/(Loss) after Depreciation & Taxation |
(21.00) |
(19.01) |
|
|
Balance carried over to Balance sheet |
(21.00) |
(18.92) |
|
Due to losses in the current year, no dividend is recommended.
As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 20222023 have been approved as per Ind AS.
AMOUNT TRANSFERRED TO RESERVES
No Amount is proposed to the transferred to the reserves.
The Company is in the industry of manufacturing of Drums and Barrels.
STATEMENT ON COMPANY''S AFFAIRS
The Resolution Plan is under implementation.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
Approval of the Resolution Plan by the Honâble NCLT vide order dated 02.05.2023 as dated above.
The company has not invited or accepted any Deposits as required under section 73 of the Coâs Act from the public during the year under review.
NIL
The Company does not have any Subsidiary/Joint Venture/Associate Company as on the year ended 31st March, 2023.
NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS
The Company has not availed any fresh loan/Working Capital facility during the year 2022-2023 and therefore the company has not carried any Valuation Report on the stock /other assets during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
Particulars of the loans given, Investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or security are provided, if any to the Financial Statement.
PARTICULARS OF CHANGE IN BUSINESS
There is no change in the business operations of the Company.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS
We state that there is no Voluntary Revision of Financial Statements during the Financial Year 20222023.
Our Web address is www.nrecisioncontaineurltd.com and all the datas including Annual Report and various others matters are displayed on our website.
As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual Return has been uploaded on the Company sâ website and can be accessed at www.precisioncontaineurltd.com under Investor Relation.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE
There is no commodity price risk or foreign exchange risk to the company as there are no business activities in the Company.
At the 41st AGM held on December 31, 2022, M/s. APMH & Associates LLP, Firm Regn. No. 102699WAV100142, Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company. Accordingly, the Audit Committee again recommended M/s. APMH & Associates LLP, Finn Regn. No. 102699W/W100142 Chartered Accountants, Mumbai, as the Companyâs Statutory Auditors for a (2nd Year - lsl Tenn) Financial Year 2023-2024. Further, the Statutory Auditors have issued a Modified Opinion on the Financial Statement for the Financial Year 2022-2023 and the Auditors Report forms part of this Annual Report.
Accordingly M/s. APMH & Associates LLP, Mumbai, are proposed to be Re-appointed as Auditors (2nd Year - 1st Term) to hold office from the conclusion of this AGM till the conclusion of the next AGM to be held on or before September 2024, on such remuneration including out of pocket expenses as may be mutually agreed upon by the Board of Directors & Auditors
Except the following qualifications/adverse remarks, the Notes and Remarks on the Financial Statement referred to in the Auditors Report issued by M/s. APMH & Associates LLP, Chartered Accountants, Mumbai for the Financial Year ended 31st March, 2023 are already explained by the Auditors.
Qualification/adverse remarks, if any, of the Auditor are self explanatory and do no require any further comments from the side of management.
As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.
The Secretarial Auditors'' Report dated May 30,2023, issued by M/s. Kaushal Bajaj are attached as per ANNEXURE ''A'' forming part of Directors'' Report. As regards the Qualification, the same are selfexplanatory. As regards the other Qualifications, we have to state as under :
The said 7700 Equity Shares (physical) are under the custody of Income Tax Department, Mumbai and matter is followed by the Company. Company Secretary will be appointed by the Resolution Applicant as and when take over is given.
As regards other SEBI/SAT observations, Sr. (ii) the same are self-explanatory as per Secretarial Report dated May 30, 2023.
Further in the matter of SEBI and as per Qualification Report of Secretarial Auditor Report Sr. No.l dated May 30, 2023, we have to state that
The same has been clarified under Directorsâ Report - Non Compliance by the Company Penalties imposed on the Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.
Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors'' Report for the year ended 31st March, 2023.
|
Current Year Rs. |
Previous Year Rs. |
||
|
I. |
RESEARCH & DEVELOPMENT (R & D) |
||
|
a) |
Specific areas in which R & D carried out by the Company |
None |
None |
|
b |
Benefits derived as a result of the above R&D (Generation of Solar) |
None |
None |
|
c |
Further plan of action:- |
None |
None |
|
d |
Expenditure on Research & Development |
Nil |
Nil |
|
II |
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION |
||
|
a |
Efforts in brief made towards Technology Absorption, Adaptation and Innovation |
Nil |
Nil |
|
b |
Benefit derived as a result of solar * |
Nil |
Nil |
|
c |
Particulars of Technology (solar) Amount, spent * Saving in Electricity consumption will be continuous available to the Company |
Nil |
Nil |
|
Current Year Rs. |
Previous Year Rs. |
||
|
III |
FOREIGN EXCHANGE EARNINGS & OUTGO |
||
|
a |
Activities relating to exports and export plans |
||
|
b |
Total Foreign Exchange Used & Earned: |
||
|
i) Foreign Exchange Used |
Nil |
Nil |
|
|
ii) Foreign Exchange Earned |
Nil |
Nil |
The Company is listed on the Stock Exchange, and duly paid Listing Fees for the year 2023-2024. 1. Bombay Stock Exchange Ltd.
As on 31.03.2023, our Board of Directors and KMPâs are as under.:
|
Sr. No. |
Name |
Designation |
Date of Appointment |
Date of cessation |
|
1. |
Mr. Sunil Vasantrao Patil |
Executive Director |
06-09-2021 |
Not Applicable |
|
2. |
Mrs. Madhu Kanadia |
Independent Director |
01-11-2021 |
Not Applicable |
|
3 |
Mr Shivram Singh |
Independent Director |
26-08-2020 |
Not Applicable |
|
4 |
Mr. Jayesh Palsanekar |
CFO |
01-04-2019 |
Not Appliable |
EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance, evaluation of its own, the Board Committee and of the Independent Directors and found to be very satisfactory.
The Auditors of the Company have not reported any instances of Fraud committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.
The details of programes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at www. preci sioncontaineurltd. com
Pursuant to Section 134(3)(n) of the Companies, Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Board about the Risk Assessment and minimization procedures. The Board periodically revisits and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY
There are no significant materials orders passed by The Regulatory or Courts or Tribunal, which would impact the going concern status of the company and in its future except approval of the Resolution Plan vide NCLT order dated 02.05.2023 as stated above.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to our Company.
The Company has got internal control system commensurate to the size and the systems and operations.
It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Your company''s statutory Auditors'' have confirmed the adequacy of internal control systems.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134 (51
The Board of Directors of the Company confirm that:
i. In the preparation of the Annual Account, the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.
ii. Selected such accounting policies and applied them consistently 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 and of the profit or loss of the Company for that period.
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Accounts have been prepared on a going concern basis.
v. The Company had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.
vi. The Company had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.
All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours of the Company on any working days upto 1st November 2023, between 12.00 noon to 4.00 p.m.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
The details as required under Sec. 197 of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel).
None of the Directors/KMP/Employees are drawing any remuneration during the year under review.
Details of remuneration paid during the Financial year 2022-2023
|
S.no. |
Name |
Fees |
|
1. |
Mr. Shivram T. Singh -Independent (Non Executive) Director |
Only Sitting fees for attending the Board /Audit Meetings are being paid |
|
2 |
Mr. Sunil Patil - Executive Director |
Only Sitting fees for attending the Board /Audit Meetings are being paid |
|
3. |
Mrs. Madhu Nitin Kanadia Independent (Non Executive) (Women) Director |
Only Allowances are paid for attending the Board /Audit Meetings etc. including AGM |
DIRECTOR & KEY MANAGERIAL PERSONNEL
|
S.no. |
Name |
Salary (Rs. In Lacs.) |
%increase/decre ase in remuneration |
|
1. |
Mr. Shivram T. Singh -Independent (Non Executive) Director |
NIL |
NIL |
|
2. |
Mr. Sunil Patil - Executive Director (Not drawing any remuneration) |
NIL |
NIL |
|
3. |
Mrs. Madhu Nitin Kanadia -Independent (Non Executive) (Women) Director |
NIL |
NIL |
|
4 |
Mr. Jayesh Palsanekar (CFO) |
NIL |
NIL |
* The Company has not carried any manufacturing activity and hence Company does not have any employees except the above KMP.
DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT
Disclosure pursuant to Regulation 36 of SEBI (LODR) Regulation 2015 of the Directors proposed to be appointed in the AGM are enclosed separately.
SEXUAL HARASS MENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As there are no employees in the Company and hence, this is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)
The Management discussion and Analysis Report gives a detailed account of state of Affairs forms Part of this Annual Report
A Report on Corporate Governance alongwith a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Pail E of Schedule V of SEBI LODR fonns Part of this Annual Report.
Since the details regarding composition and meetings of the Board of Directors and its committee are covered under the Corporate Governance Report, the same are not repeated here for the sake of brevity.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors'' and General Meetings have been duly complied by the company.
INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE
The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.
NIL
Electronic copies of the Annual Report 2022-2023 and the Notice of the AGM are sent to all the members whose email address are registered with the R&T Agents i.e. Link Intime (I) Pvt. Ltd.
Your Directors place on record their sincere thanks to the State and Central Government for their cooperation and dedicated and devoted services rendered by the employees of the Group of Company at all levels. Your Directors also thank the Bankers, customers, Stakeholders and the suppliers of services to your Company for their co-operation and valuable support.
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Thirty-Fourth Annual Report
and the Audited Statement of Accounts of your Company for the year
ended on 31st March, 2015.
FINANCIAL RESULTS
(Amount in Lacs)
Year ended Year ended
31.3.2015 31.3.2014
Turnover NIL NIL
Profit/(Loss) Before Depreciation,
Finance Charges & Taxation 79.04 175.05
Profit/(Loss) before Depreciation & 77.22 120.43
Taxation
Profit/(Loss) after Depreciation & (11.15) 71.88
Taxation
Surplus (Deficit) of Profit and Loss 71.88 667.22
Account of earlier year
Balance carried over to Balance Sheet (11.15) 71.88
DIVIDEND
During the year under review, owing to accumulated losses, the
Directors do not recommend any dividend.
AMOUNT TRANSFERRED TO RESERVES
The Board has decided to carry Rs. 11.15 lacs (losses) to its reserves.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
There is no material changes since end of financial year till date of
this Report.
STATEMENT ON COMPANY'S AFFAIRS
In view of tough competition from local and international market, the
company is making all efforts to start the activities.
FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
public, during the year under review.
AUDITORS
As per Sec 139 of the Companies Act, 2013, no listed Company shall
appoint Audit firm as Statutory Auditors for more than two terms, of
the five consecutive years. M/s. Kakaria & Associates were appointed as
Statutory Auditors, in the Annual General Meeting held on September 30,
2006. The Board proposes to appoint M/s. Kakaria & Associates,
Chartered Accountants, Vapi. The Directors recommend M/s. Kakaria &
Associates, Chartered Accountants, Vapi, to be re-appointed as
Statutory Auditors.
SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Prakash K. Pandya, Practising Company
Secretary to conduct Secretarial Audit for the financial period. The
Secretarial Audit Report for the financial period ended March 31,2015
is annexed herewith marked as Annexure "A" to this Report.
QUALIFICATIONS ON SECRETARIAL AUDIT REPORT As regards the
Qualifications on Secretarial Audit Report, we state as under:
Non Appointment of Women Director including Key Managerial Personnel
Your Company is seeking exemption from BSE - Mumbai, ROC, Maharashtra,
Mumbai including BIFR, New Delhi for Appointment of Women Director
under Section 149 of the Companies Act, 2013 including Key Managerial
Personnel, as your Company is sick and the matter is under
consideration of the above authorities. However on account of sickness,
Company is unable to get above officials on a reasonable terms.
Appointment of Independent Directors
Your Company is making efforts to induct one more Independent
Director/Non-Executive Director so as to form Nomination and
Remuneration Committee of three Directors as per Clause 49(IV) of the
Listing Agreement.
As regards the filing of SEBI Disclosures (Insider Trading) the Company
has made disclosure under Regulation 30(1) and 30(2) of SEBI takeover
Regulations. The Company was of the view, that no other filing is
required, separately under SEBI (Insider Trading) Regulations.
However, the Company is taking steps to ensure necessary compliances.
Further, ROC forms were inadvertently not filed and the same are being
filed in due course.
As regards other Qualifications, the same are self-explanatory.
EXTRACTS OF THE ANNUAL RETURN IN MGT9
The Annual Return in MGT9 form is annexed herewith as Annexure "B" to
this Report.
CURRENT STATUS WITH BIFR
At the hearing held on July 2, 2015, the Hon'ble Bench of BIFR noted
that SASF (IDBI) has filed an appeal in AAIFR against its Order and
AAIFR has stayed the said Order to the extent it affects SASF (IDBI)
dues. The matter is pending in AaIFR, New Delhi.
PERSONNEL
The Personnel relations with the employees at all levels continued to
remain cordial and peaceful during the year under review.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess
of the amount prescribed as per the Companies Act, 2013 during the
year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Information in accordance with Section 134 of the Companies Act, 2013,
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) is given as below. Form "A" requiring disclosure of
particulars with respect to Conservation of Energy is not applicable in
the case of your Company.
Particulars as required under Companies (Disclosure of Particulars in
the Report of Directors) and forming part of Directors' Report for the
year ended 31st March, 2015.
I. RESEARCH & DEVELOPMENT (R & D)
a) Specific areas in which R & D carried out by the None
Company
b) Benefits derived as a result of the above R & D None
c) Further plan of action None
d) Expenditure on Research & Development Nil
II. TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
a) Efforts in brief made towards Technology, Absorption, Nil
Adaptation and Innovation
b) Benefit derived as a result of the above effort Nil
c) Particulars of Technology imported during the last Nil
5 years
III. FOREIGN EXCHANGE EARNINGS & OUTGO Nil
a) Activities relating to exports and export plans
Current Previous
Year Rs. Year Rs.
b) Total Foreign Exchange Used & Earned:
i) Foreign Exchange Used NIL NIL
ii) Foreign Exchange Earned NIL NIL
STOCK EXCHANGE
The Company is listed on the following Stock Exchange.
1. Bombay Stock Exchange Ltd.
Your Company is listed on Bombay Stock Exchange Ltd. and the Annual
Listing fee has been paid.
FUTURE PROSPECTS
The Company is making efforts to revive its operation once our Draft
rehabilitation Scheme is finalized by the BIFR.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock
Exchange Ltd., the Management Discussion and Analysis and the Report on
Corporate Governance together with Practising Company Secretaries
Certificate form a part of the Annual Report.
DIRECTORS
Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain, Independent
Directors has given Declaration that they are not disqualified and meet
the criteria of Independence as per Sub Section (6) of Section 149 of
the Companies Act, 2013.
During the year under review Dr. Jayesh V. Valia, retires by rotation,
at the conclusion of this meeting and being eligible to offers himself
for re-appointment.
INTERNAL CONTROL SYSTEMS
The internal control system commensurate to the size of the companies
operations and nature of business and there is periodic Audits .
Internal control systems in operation areas of the company ensure that
system delivered the desired level of results.
DIRECTORS' RESPONSIBILITY STATEMENT
Statement under sub-section (2AA) of Section 217 of the Companies Act,
1956 :
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have selected such accounting policies and applied
them consistently 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 and of the profit or
loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
v) The Directors had laid down internal financial controls and such
internal financial controls are adequate and were operating
efficiently.
vi) The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and such systems were adequate
and operating efficiently.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)
During the year 2014-2015 the Global economy showed positive results
and that also helped in the revival of Asian Economic Growth. The Forex
Market has stabilized and rupee is improving. However, the same are
given separately forming part of the Board of Directors' Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with Bombay Stock
Exchange Ltd. The Management Discussion and Analysis and the Report on
Corporate Governance together with Practising Company Secretaries
Certificate form a part of the Directors' Report.
PRECISION CONTAINEURS LTD. recognizes the value of adherence to
Corporate Governance in its true sense which alone can ensure
continuation of belief and the trust reposed by one and all in your
company.
1) BOARD OF DIRECTORS
The Board comprises of three Directors :
1) Dr. Jayesh Vinodrai Valia
2) Mr. Ganesan Venkatraman
3) Mr. Babulal Bansilal Jain
The Directors are responsible for the Management of the Company's
business. The Board's role, functions, responsibility and
accountability are clearly defined.
2) MANAGERIAL REMUNERATION
The remuneration Committee has recommended to the Board of Directors a
policy relating to remuneration for the Directors including KMP.
Further, the Board affirm that remuneration paid to Directors are as
per policy of the Companies Act.
1a. TABLE OF DETAILS OF DIRECTORS, NO. OF BOARD MEETINGS HELD,
ATTENDANCE AT THOSE MEETINGS, FEES PAID AND ATTENDANCE AT THE AGM HELD
FOR THE PREVIOUS YEAR 30.9.2014.
Sr. Name of Directors AGM held on No. of Meetings
No. 30.9.2014 in a Year
1 Dr. Jayesh Vinodrai Valia - YES 5
Non Executive Director
2 Mr. Ganesan Venkatraman - YES 5
Independent Director
3 Mr. Babulal Bansilal Jain - YES 5
Independent Director
Sr. Name of Directors Attendance Fees
No.
1 Dr. Jayesh Vinodrai Valia - 5 -
Non Executive Director
2 Mr. Ganesan Venkatraman - 5 20,000
Independent Director
3 Mr. Babulal Bansilal Jain - 5 20,000
Independent Director
The Board Meetings were held 5 times i.e. 12/5/2014; 9/8/2015;
27/8/2014; 7/11/2014 and 6/2/2015
2b. AUDIT COMMITTEE
TABLE OF DETAILS OF DIRECTORS, NO. OF AUDIT COMMITTEE MEETINGS HELD,
FEES PAID AND ATTENDANCE AS ON 31/3/2015
Sr. Name of Directors No. of Meetings
No. in a Year
1 Mr. Ganesan Venkatraman - Member & 5
Independent Director
2 Mr. Babulal Bansilal Jain - Chairman 5
of Committee & Independent Director
3. Dr. Jayesh Vinodrai Valia - Member 5
of the Committee
Sr. Name of Directors Attendance Fees
No.
1 Mr. Ganesan Venkatraman - Member & 5 20,000
Independent Director
2 Mr. Babulal Bansilal Jain - Chairman 5 20,000
of Committee & Independent Director
3. Dr. Jayesh Vinodrai Valia - Member 5 NIL
of the Committee
The Audit Committee Meetings were held 5 times i.e. 12/5/2014;
9/8/2014; 27/8/2014; 7/11/2014 and 6/2/2015.
1c. INDEPENDENT DIRECTORS' MEETING
During the year, one meeting of Independent Directors was held on 10th
March, 2015.
2.1 Terms of Reference to Audit Committee in Brief
The Terms of the reference of the Audit Committee are those prescribed
under clause 49 of the Listing Agreement including inter-alia the
review of financial results before submission to the Board for approval
to ensure that the financial statements are correct and present true
and fair view, interaction with Statutory Auditors, recommendation of
appointment and payment of audit fees to the Auditors and to review the
adequacy of internal control systems.
2.2 Remuneration Committee
It consists of Mr. Ganesan Venkatraman and Mr. Babulal Bansilal Jain,
Independent Directors. It determines the salary and perks payable to
Board Level Members and recommends Board for its consideration.
2.3 FAMILIARIZATION PROGRAMME
The Board members are provided with necessary documents/brochures,
reports and internal policies to enable them to familiarize with the
Company's procedures and practices.
Periodic presentations are made at the Board and Board Committee
Meetings, on business and performance updates of the company, business
environment, business strategy and risk involved. Detailed
presentations on the Company's business segments were made at the
separate meetings of the Independent Directors held during the year.
2.4 VIGILANCE MECHANISM FOR EMPLOYEES
The Vigilance Mechanism of the Company, which also incorporates a
Whistle Blower Policy are as per the Listing Agreement. Any Employee
who wants to report genuine concern is allowed to do it to the Chairman
of Audit Committee, Mr. Babulal Bansilal. The Policy on Vigilance
Mechanism and Whistle Blower Policy may be accessed on the Company's
Website : www.precisioncontaineursltd.com
2.5 SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
During the year under review, there was no complaint on sexual
harassment of women/employees.
2.6 Stakeholders Relationship Committee
Stakeholders / Investor Grievance Committee consists of Shri Babulal
Bansilal Jain, Mr.Ganesan Venkatraman and Dr. Jayesh Vinodrai Valia.
3.2 Broad terms of Reference to Stakeholders /Investor Grievances
Committee
To approve Share Transfers, to review and advise the Company on any
grievance in relation to
(a) Non-transfer of shares
(b) Non-receipt of Annual Report
(c) any other grievance raised by any Stakeholders.
3.3 Status of Investor Complaints
No complaints were received from the Investors during the year under
review.
3.4 Compliance Officer - Dr. Jayesh Vinodrai Valia
Details of Annual General Meeting held in three previous years
DATE TIME VENUE OF AGM
Tuesday,30th September, 11.30 a.m. The No.1 Party Hall,
2014 Building No.1 Sumer Nagar,
S. V. Road, Kora Kendra
Bus Stop, Borivali (West),
Mumbai 400 092.
Monday,23rd September, 11.30 a.m. The No.1 Party Hall,
2013 Building No.1 Sumer Nagar,
S. V. Road, Kora Kendra
Bus Stop, Borivali (West),
Mumbai 400 092.
Friday,28th September, 12.00 noon The No.1 Party Hall,
2012 Building No.1 Sumer Nagar,
S. V. Road, Kora Kendra
Bus Stop, Borivali (West),
Mumbai 400 092.
4. General Stakeholders' Information
1. Annual General Meeting.
Day, Date and Time : By Separate Communication
5. Financial Calendar (2014 - 2015)
Annual General Meeting for the year ended 31st March, 2015.
Date : Wednesday, 30th September, 2015 at 12.00 noon
Information sent by separate communication.
6. Book Closure Date : 24.9.2015 to 30.9.2015 (both days inclusive)
7. Dividend Payment Date : Not applicable since dividend not
recommended
8a. Registered Office :
Plot No. 757/758, Jwala Estate, First Floor, Soni Wadi,
Near Kora Kendra, Off S.V. Road, Borivali (West), Mumbai 400 092.
8b. CIN No. : L28920MH1981PLCO23972
Email : precision [email protected]
Website : www.precisioncontaineursltd.com
Telephone : 022-28992658 / 28997506 / 2898 3234
Fax : 022-2899 7806
9. Listing on Stock Exchange : Equity Shares
Bombay Stock Exchange Ltd.,
Dalal Street, Mumbai 400 001.
10. Stock Market Information
i) Stock Code : EQUITY CODE NO: 523874
Bombay Stock Exchange Ltd.
11. Registrars & Transfer Agents :
M/s. Sharex Dynamic (India) Pvt. Ltd.,
Unit-1, Luthra Industrial Premises, Safeed Pool,
Andheri Kurla Road, Andheri (East),
Mumbai - 400 072.
Tel: 022 28515606 / 28515644
Share Transfer System :
Your Company's Equity Shares are admitted with the Depository System of
National Securities Depository Limited (NSDL) and Central Depository
Services(India) Limited (CDSL) as an eligible security under the
Depositories Act, 1996. As such, facilities for dematerializations of
your Company's Equity Shares are available vide INE No.191 CO 10 15 at
both the depositories. Your Company's Equity Shares are under
compulsory dematerialization.
12. Dematerialisation of Shares and Liquidity :
Approximately 91.93 % of the Equity Shares have been dematerialized
upto 31st March, 2015. Trading in Equity Shares of your Company is
permitted only in dematerialized form compulsorily as per notification
issued by the Securities and Exchange Board of India.
13. i) Materially significant related party transactions that may have
potential conflict with the interests of company
The Company does not have material significant related party
transactions i.e. transactions of the company of material nature with
its Promoters, Directors Management, or their subsidiaries or relatives
etc. that may have potential conflicts with the interest of the Company
at large. However Disclosure of Transactions with any related party
have been made in the Balance-Sheet in Notes to Accounts at Note No.27.
which are self explanatory.
ii) Non-Compliance by the Company, penalties, strictures imposed on the
Company by Bombay Stock Exchange Ltd. or SEBI or any statutory
authority, on any matter related to Capital Markets, during the last
three years.
- None
iii) Details of Compliance with mandatory requirements and adoption of
the non-mandatory requirement of this clause
The Company has complied with mandatory requirements and None of the
Independent Directors on our Board has served for a tenure exceeding
nine years
14. Means of Communication :
The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial
Results are published in Navshakti and Free Press Journal, and put up
on the website of Bombay Stock Exchange Ltd. The notices to the
stakeholders are published in Navshakti and Free Press Journal.
15. Practising Company Secretaries Certificate on Corporate Governance:
Your Company has obtained a certificate from the Practising Company
Secretaries of the Company regarding compliance of conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with Bombay Stock Exchange Ltd. This is annexed to the
Directors' Report. The Certificate will also be sent to Bombay Stock
Exchange Ltd. alongwith the Annual Accounts to be filed by the Company.
16. ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation of the
dedicated and devoted services rendered by the employees of the Company
at all levels and are grateful to the Company's Bankers, Financial
Institutions for their timely assistance and co-operation in the
working of the Company. Your Directors also thank the customers,
Stakeholders and the suppliers of services to your Company for their
co-operation and valuable support.
17. DECLARATION
The Board has laid down a code of conduct for all Board Members and
Senior Management of the Company which is posted on the website of the
company. The Board Members and Senior Management have affirmed
compliance with the code of conduct.
FOR PRECISION CONTAINEURS LTD.
PLACE : MUMBAI (DR. JAYESH V. VALIA)
DATED : 8.8.2015 EXECUTIVE CHAIRMAN
Mar 31, 2014
The Members,
The Directors are pleased to present the Thirty-third Annual Report
and the Audited Statement of Accounts of your Company for the year
ended on 31st March, 2014.
FINANCIAL RESULTS
(Rupees in Lacs)
Year ended Year ended
31/3/2014 31/3/2013
Turnover NIL NIL
Profit/(Loss) Before Depreciation,
Finance
Charges & Taxation 175.05 (33.96)
Profit/(Loss) before
Depreciation & Taxation 120.43 (34.86)
Profit/(Loss) after
Depreciation & Taxation 71.88 667.22
Surplus (Deficit) of Profit and
Loss Account of earlier year 667.22 (139.74)
Balance carried over to
Balance Sheet 71.88 667.22
DIVIDEND
During the year under review, owing to accumulated losses, the
Directors do not recommend any dividend.
FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
public, during the year under review.
DIRECTORS
Mr. Ajay Nautamlal Jani has resigned from the Board of Directors of the
Company, with effect from 1st February, 2014.
The Board places on record its appreciation of the services rendered by
Mr. Ajay Nautamlal Jani, during his tenure on the Board.
CURRENT STATUS WITH RESPECT TO APPLICATION WITH BIFR
In the hearing held on 8th April, 2013, the Hon''ble Bench of BIFR
directed SASF to accept the earlier OTS offer of the Company with
interest on overdue period. It is also directed that sale proceeds of
Vapi Unit be released in the ratio of 441(GSFC) : 185 (SASF) and kept
hearing on June 6, 2013. IDBI confirmed that they will proceed with
completion of all the sale formalities and proceeds will be released to
GSFC /SASF as per its ratio. The Hon''ble Bench of BIFR directed IDBI
(OA) to complete sale formalities in respect of Vapi Unit in four
weeks. The Hon''ble Bench of BIFR reiterated its direction to SASF that
it accept earlier OTS of the company. It also directed the company to
pay lumpsum of Rs.5.00 lacs as OA fees to IDBI for the past period of
2005 to 2012 and Rs.1.00 lac. p.a. from 2013 onwards.
In the hearing held on January 8, 2014, the Hon''ble Bench of BIFR noted
that SASF (IDBI) has filed an appeal in AAIFAR against its Order at
para 1 above and AAIFAR has stayed the said Order to the extent it
affects SASF (IDBI). Matter is pending in AAIFAR.
DIRECTORS'' RESPONSIBILITY STATEMENT
Statement under sub-section (2AA) of Section 217 of the Companies Act,
1956 :
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have selected such accounting policies and applied
them consistently 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 and of the profit or
loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
PERSONNEL
The Personnel relations with the employees at all levels continued to
remain cordial and peaceful during the year under review.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess
of the amount prescribed under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Information in accordance with Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in the Annexure ''B'' forming
part of this Report. Form ''A'' requiring disclosure of particulars with
respect to Conservation of Energy is not applicable in the case of your
Company.
STOCK EXCHANGE
The Company is listed on the following Stock Exchange.
1. Bombay Stock Exchange Ltd.
Your Company is listed on Bombay Stock Exchange Ltd. and the Annual
Listing fee has been paid.
AUDITORS
As per Sec 139 of the Companies Act, 2013, no listed Company shall
appoint Audit firm as Statutory Auditors for more than two terms, of
the five consecutive years. M/s. Kakaria & Associates were appointed
as Statutory Auditors, in the Annual General Meeting held on September
30, 2006. They have completed their term of eight years. The Board
proposes to appoint M/s. Kakaria & Associates, Chartered Accountants,
Vapi, for a remaining period of two years.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock
Exchange Ltd., the Management Discussion and Analysis and the Report on
Corporate Governance together with Practising Company Secretaries
Certificate form a part of the Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation of the
dedicated and devoted services rendered by the employees of the Company
at all levels and are grateful to the Company''s Bankers, Financial
Institutions for their timely assistance and co-operation in the
working of the Company. Your Directors also thank the customers,
shareholders and the suppliers of services to your Company for their
co-operation and valuable support.
FOR AND ON BEHALF OF THE BOARD
(DR. JAYESH V. VALIA)
EXECUTIVE CHAIRMAN
PLACE : MUMBAI
DATED : 9.8.2014
Mar 31, 2013
To, The Members,
The Directors are pleased to present the Thirty-two Annual Report and
the Audited Statement of Accounts of your Company for the year ended on
31st March, 2013.
FINANCIAL RESULTS
(Rupees in Lacs)
Year ended Year ended
31/3/2013 31/3/2012
Turnover NIL NIL
Profit/(Loss) Before
Depreciation, Finance
Charges & Taxation (33.96) (50.97)
Profit/(Loss) before
Depreciation & Taxation (34.86) (51.52)
Profit/(Loss) after
Depreciation & Taxation 667.22 (139.74)
Surplus (Deficit) of Profit and
Loss Account of earlier year (139.74) (162.78)
Balance carried over to
Balance Sheet 667.22 (139.74)
DIVIDEND
During the year under review, owing to accumulated losses, the
Directors do not recommend any dividend.
FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
public, during the year under review.
DIRECTORS
During the year under review Mr. Ganesan Venkatraman retires by
rotation at the conclusion of this meeting and being eligible offers
himself for re-election.
REFERENCE TO BIFR
Your Company has been declared sick by the Honourable Board for
Industrial And Financial Reconstruction, New Delhi,(BIFR) on 19th
September, 2005, and your Company has filed Rehabilitation Scheme as
required with the concerned Authorities in the prescribed time. In the
hearing held on 20th December, 2011, the Hon''ble Bench of BIFR approved
the proposal of the company regarding the sale of Vapi Unit of the
Company situated at Vapi and also directed that sale proceeds be
deposited in interest bearing No-Lien account (NLA). The Hon''ble Bench
also directed IDBI, Operating Agency (OA) to constitute an Assets Sale
Committee (ASC). The Bench also desired that Company should submit the
Revised DRS.
As per the directions of BIFR, IDBI (OA) has constituted Assets Sale
Committee (ASC) to finalise the modalities of sale as per the procedure
and guidelines issued by BIFR. The Assets Sale Committee (ASC) is in
the process of initiating and completing all the actions. The Company
already has submitted the revised DRS to IDBI (OA) with a copy to BIFR
and others.
In the hearing held on 8th April, 2013, the Hon''ble Bench of BIFR
directed SASF to accept the earlier OTS offer of the Company with
interest on overdue period. It is also directed that sale proceeds of
Vapi Unit be released in the ratio of 441(GSFC): 185 (SASF) and kept
hearing on June 6, 2013. IDBI - SASF confirmed that they will proceed
with completion of all the sale formalities and proceeds will be
released to GSFC /SASF as per its ratio. The Hon''ble Bench of BIFR
directed IDBI (OA) to complete sale formalities in respect of Vapi Unit
in four weeks. The Hon''ble Bench of BIFR reiterated its direction to
SASF that it accept earlier OTS of the company. It also directed the
company to pay lumpsum of Rs.5.00 lacs, as OA fees to IDBI for the past
period of 2005 to 2012 and Rs.1.00 lac. p.a. from 2013 onwards.
DIRECTORS'' RESPONSIBILITY STATEMENT i
Statement under sub-section (2AA) of Section 217 of the |
Companies Act, 1956 :
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have selected such accounting policies and applied
them consistently 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 and of the profit or
loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
PERSONNEL
The Personnel relations with the employees at all levels continued to
remain cordial and peaceful during the year under [ review.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess
of the amount prescribed under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in the Annexure ''B'' forming
part of this Report. Form ''A'' requiring disclosure of particulars with
respect to Conservation of Energy is not applicable in the case of your
Company
STOCK EXCHANGE
The Company is listed on the following Stock Exchange.
1. Bombay Stock Exchange Ltd.
Your Company is listed on Bombay Stock Exchange Ltd. and the Annual
Listing fee has been paid.
AUDITORS
The Statutory Auditors M/s. Kakaria & Associates, Chartered
Accountants, Vapi are eligible to be re-appointed. The Directors
recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be
re-appointed as Statutory Auditors.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock
Exchange Ltd., the Management Discussion and Analysis and the Report on
Corporate Governance together with Practising Company Secretaries
Certificate form a part of the Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation of the
dedicated and devoted services rendered by the employees of the Company
at all levels and are grateful to the Company''s Bankers, Financial
Institutions for their timely assistance and co-operation in the
working of the Company. Your Directors also thank the customers,
shareholders and the suppliers of services to your Company for their
co-operation and valuable support.
FOR AND ON BEHALF OF THE BOARD
(DR. JAYESH VINODRAI VALIA)
EXECUTIVE CHAIRMAN
PLACE : MUMBAI
DATED: 13.8.2013
Mar 31, 2011
The Members,
The Directors are pleased to present the Thirtieth Annual Report and
the Audited Statement of Accounts of your Company for the year ended on
31st March, 2011.
FINANCIAL RESULTS
(Rupees in Lacs)
Year ended Year ended
31/3/2011 31/3/2010
Turnover NIL NIL
Profit/(Loss) Before
Depreciation, Finance
Charges & Taxation (68.28) (52.84)
Profit/(Loss) before
Depreciation & Taxation (73.64) (53.09)
Profit/(Loss) after
Depreciation & Taxation (161.61) (131.87)
Surplus (Deficit) of Profit and
Loss Account of earlier year (128.59) (98.44)
Balance carried over to
Balance Sheet (162.78) (128.59)
DIVIDEND
During the year under review, owing to accumulated losses, the
Directors do not recommend any dividend.
FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
public, during the year under review.
DIRECTORS
During the year under review Mr. Ajay Nautamlal Jani, retires by
rotation at the conclusion of this meeting and being eligible offers
himself for re-election.
Mr. Shashikant Krishna Kittur ceased to be the Executive Director cum
Company Secretary with effect from August 11, 2010, due to his expiry.
The Board placed on record its appreciation for the valuable services
rendered by him during his tenure as Executive Director cum Company
Secretary of the Company. His memory will always be cherished and
engraved in the minds of the company.
REFERENCE TO BIFR
Your Company has been declared sick by the Honourable Board for
Industrial And Financial Reconstruction, New Delhi, (BIFR) on 19th
September, 2005, and your Company has filed Rehabilitation Scheme as
required with the concerned Authorities in the prescribed time. Future
course of action is to be initiated by the Hon'ble BIFR Bench.
DIRECTORS' RESPONSIBILITY STATEMENT
Statement under sub-section (2AA) of Section 217 of the Companies Act,
1956:
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have selected such accounting policies and applied
them consistently 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 and of the profit or
loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
PERSONNEL
The Personnel relations with the employees at all levels continued to
remain cordial and peaceful during the year under review.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess
of the amount prescribed under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in the Annexure 'B' forming
part of this Report. Form 'A' requiring disclosure of particulars with
respect to Conservation of Energy is not applicable in the case of your
Company.
STOCK EXCHANGE
The Company is listed on the following Stock Exchange.
1. Bombay Stock Exchange Ltd.
Your Company is listed on Bombay Stock Exchange Ltd. and the Annual
Listing fee Has been paid.
FUTURE PROSPECTS
The Directors trust that the future prospects are encouraging for the
Company as the Plant and Machinery is the most ultra modem and
sophisticated and your Company's products have got recurring demand and
they have been used in Industrial Application.
AUDITORS
The Statutory Auditors M/s. Kakaria & Associates, Chartered
Accountants, Vapi are eligible to be re-appointed. The Directors
recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be
re-appointed as Statutory Auditors.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Ltd., the Management Discussion and Analysis and the Report on
Corporate Governance together with Auditors Certificate form a part of
the Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation of the
dedicated and devoted services rendered by the employees of the Company
at all levels and are grateful to the Company's Bankers, Financial
Institutions for their timely assistance and co-operation in the
working of the Company. Your Directors also thank the customers,
shareholders and the suppliers of services to your Company for their
co- operation and valuable support.
FOR AND ON BEHALF OF THE BOARD
(DR. JAYESH V. VALIA)
EXECUTIVE CHAIRMAN
PLACE MUMBAI
DATED 15.7.2011
Mar 31, 2010
The Directors are pleased to present the Twenty-Nineth Annual Report
and the Audited Statement of Accounts of your Company for the year
ended on 31st March, 2010.
FINANCIAL RESULTS
(Rupees in Lacs)
Year ended Year ended
31/3/2010 31/3/2009
Turnover NIL 977.25
Profit/(Loss) Before
Depreciation, Finance
Charges & Taxation (52.84) (8.50)
Profit/(Loss) before
Depreciation & Taxation (53.09) (10.21)
Profit/(Loss) after
Depreciation & Taxation (131.87) (88.94)
Surplus (Deficit) of
Profit and
Loss Account of earlier
year (98.44) (1562.03)
Balance carried over to
Balance Sheet (128.59) (98.44)
DIVIDEND
During the year under review, owing to accumulated losses, the
Directors do not recommend any dividend.
FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from the
public, during the year under review.
DIRECTORS
During the year under review Mr. Babulal Bansilal Jain, retires by
rotation at the conclusion of this meeting and being eligible offers
himself for re-election.
Mr. Ganesan Venkatraman joined the Board on August 21, 2010. He is an
Additional Director and requires consent from the Members.
Mr. Shashikant Krishna Kittur has ceased to be the Executive Director
cum Company Secretary of the Company with effect from August 11, 2010
due to his expiry. The Board places on record its appreciation for the
valuable services rendered by him during his tenure as Executive
Director cum Company Secretary of the Company.
REFERENCE TO BIFR
Your Company has been declared sick by the Honourable Board for
Industrial And Financial Reconstruction, New Delhi,(BIFR) on 19th
September, 2005, and your Company has filed Rehabilitation Scheme as
required with the
concerned Authorities in the prescribed time. Future course of action
is to be initiated by the Honble BIFR Bench.
DIRECTORS RESPONSIBILITY STATEMENT
Statement under sub-section (2AA) of Section 217 of the Companies Act,
1956 :
In the preparation of the Annual Accounts:
i) the applicable accounting standards have been followed and wherever
required, proper explanations relating to material departures have been
given.
ii) the Directors have selected such accounting policies and applied
them consistently 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 and of the profit or
loss of the Company for that period.
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv) the Accounts have been prepared on a going concern basis.
PERSONNEL
The Personnel relations with the employees at all levels continued to
remain cordial and peaceful during the year under review.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration in excess
of the amount prescribed under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is given in the Annexure B forming
part of this Report. Form A requiring disclosure of particulars with
respect to Conservation of Energy is not applicable in the case of your
Company.
STOCK EXCHANGE
The Company is listed on the following Stock Exchange
1. Bombay Stock Exchange Ltd.
Your Company is listed on Bombay Stock Exchange Ltd. and the Annual
Listing fee Has been paid.
FUTURE PROSPECTS
The Directors trust that the future prospects are encouraging for the
Company as the Plant and Machinery is the most ultra modern and
sophisticated and your Companys products have got recurring demand and
they have been used in Industrial Application.
AUDITORS
The Statutory Auditors M/s. Kakaria & Associates, Chartered
Accountants, Vapi are eligible to be re-appointed. The Directors
recommend M/s. Kakaria & Associates, Chartered Accountants, Vapi, to be
re-appointed as Statutory Auditors.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock
Exchange Ltd., the Management Discussion and Analysis and the Report on
Corporate Governance together with Auditors Certificate form a part of
the Annual Report.
The Auditors have qualified their report in respect of non- compliance
of certain Corporate Governance norms referred to in the coverage on
Corporate Governance Report forming part of the Annual Report. The said
Corporate Governance Report on non- Compliance with Clause 49 of the
Listing Agreement is self-explanatory and do not require further
elucidation.
Your Company could not comply with the statutory requirements of
formation of various Committees due to inadequacy of strength of
Directors.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation of the
dedicated and devoted services rendered by the employees of the Company
at all levels and are grateful to the Companys Bankers, Financial
Institutions for their timely assistance and co-operation in the
working of the Company. Your Directors also thank the customers,
shareholders and the suppliers of services to your Company for their
co- operation and valuable support.
FOR AND ON BEHALF OF THE BOARD
(DR. JAYESH V. VALIA)
EXECUTIVE CHAIRMAN
PLACE : MUMBAI
DATED: 21.8.2010
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