Mar 31, 2015
Dear Shareholders,
The Directors of your Company are pleased to present the 32nd Annual
Report and the Audited Accounts for the financial year ended on March
31, 2015.
1. FINANCIAL PERFORMANCE: (Rs, In Lacs)
Sr.
No. Particulars 2014-15 2013-14
1 Sale - -
2 Other Income 44.04 20.54
3 Total 44.04 20.54
4 Profit/Loss Before
Depreciation & Tax (PBDT) (11.98) (31.63)
5 Less: Depreciation (4.07) (3.35)
6 Profit/Loss Before
Taxation (PBT) (16.05) (34.98)
7 Less: Taxation (all Taxes) - -
8 Profit/Loss After
Taxation (PAT) (16.05) (34.98)
9 Add: Balance brought
forward from last year (1289.50) (1254.53)
10 Balance to be
carried forward (1305.55) (1289.51)
No amount has been proposed to be carried in to any reserves.
2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:
During the year under review, the Company did not undertake any
activity / operation, which continues to remains at a standstill since
1995.
3. EQUITY INFUSION OF FUNDS:
Your Company has not issued any equity shares during the year under
review nor borrowed money by way of public deposits.
4. DIVIDEND:
Considering the year's financial performance and carried forward losses
of previous years, the Board had decided not to recommend any dividend.
5. SEGMENT REPORTING:
The Company had only one segment while in operation. However, after
closure in 1995 no activity has been carried out.
6. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EARNINGS AND OUTGO:
i) The Company has neither earned any foreign exchange as there have
been no exports, nor used any foreign exchange both of which are 'NIL'
during the year under review. ii) No information with regard to
conservation of energy is required to be furnished as the plant has
remained closed since 1995. iii) There is no employee in receipt of
remuneration is excess of the prescribed limits.
7. RISK MANAGEMENT:
Despite the activities and operations being at a standstill the Company
has evolved strategy to identify unsatisfactory risks on account of
credit, liquidity, reputation etc. and the board has assumed overall
responsibility for its implementation.
8. ENVIRONMENT AND SAFETY:
Since the Company has neither any employees nor engaged in any
activity, environment & safety measures are not required to be followed
for the time being.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In terms of section 149 of the Act, following are Independent Director
of the Company:
1. Shri Anand Sethuprakasem
2. Shri Hitesh V. Raja
3. Smt. Sharmila S. Chitale
In terms of Section 203 of the Act, the following were designated as
Key Managerial Personnel of your Company by the Board :
1. Shri Prithviraj S. Parikh Whole time Director
2. Shri P.K.R.K. Menon Company Secretary
3. Shri R. Radhakrishnan* Chief Financial Officer (w.e.f. 12th
February 2015)
The Company has received declaration from all the Independent Directors
confirming that they meet the criteria of independence as prescribed
under the Act and Clause 49 of the Listing Agreement with the Stock
Exchange.
In accordance with the requirements of the Act and the Articles of
Association of the Company, Shri Nalin S. Parikh retires by rotation
and is eligible for re-appointment.
During the year five Meetings of Audit Committee as well as Board were
convened and held, with the requisite quorum.
Particulars with regard to Remuneration of Director and KMP are set out
in Annexure "A" (V).
*Expired on 06.07.2015.
10. AUDIT COMMITTEE:
The Audit Committee comprises of three Non- Exective Directors, viz;
Shri Hitesh V. Raja, Shri Nalin S. Parikh and Shri Anand Sethuprakasem.
The Chairman of the Committee is Shri Hitesh V. Raja
11. CORPORATE GOVERNANCE:
In view of the exemption granted to the Company vide Circular No.
CIR/CFD/ POLICY CELL/7/2014 dtd. 15.05.2014 by SEBI, the provision with
regard to Corporate Governance / Board Evaluation are not applicable as
the paid up equity capital is not exceeding Rs,10 crore and/or net
worth not exceeding Rs,25 crore as on the last day of the previous
financial year.
12. REMUNERATION AND EVLUATION POLICY :
12.1 The Company has not paid any remuneration to the Directors nor
intend doing so in the near future except sitting fee to Independent
Directors, as the activities / operation are at standstill and no
income is earned. While the individual directors' performance was
reviewed by the Chairman and rest of the Board excluding the Director
being evaluated, the Chairmans' and Non  Independent Directors
performance was appraised through feedback from Independent Directors.
12.2 In compliance of Companies Act, 2013 a Nomination & Remuneration
committee has however been constituted headed by Shri Anand
Sethuprakasen, Independent Director (Non-executive). The other member
are Shri Hitesh V. Raja Independent Director (Non-executive) Shri Nalin
S. Parikh, Non -Independent Director (Non-executive ).
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any loans or provide Guarantees or made
Investments covered under the provisions of Section 186 of the
Companies Act, 2013, except interoperate deposit (ICD) of
Rs,1,25,00,000 advanced Richline Leasing & Finance Private Limited
earring interest @15% per annum.
14. RELATED PARTY TRANSACTIONS:
No Related party transactions has been carried out which are to be
required to be disclosed other than what is stated in note no. 25 of
the financial statements.
15. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES:
The Company has no employees drawing salaries in excess of the limits
prescribed and there for no information is required to be furnished
pursuant to Section 197 read with Rule, 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Directors were
also not paid remuneration or sitting fees during period under review,
except Shri P.K.R.K Menon who had resigned from the Board during the
year but continues as Company secretary, and paid for services so
rendered, as set out in Annexure A (V) (C).
16. VIGIL MECHANISM / WHISTLEBLOWER POLICY:
16.1 In conformity with the provisions of clause 49 of the Listing
Agreement executed with the stock exchange policy has been laid down to
provide a mechanism for any concerned person of the company to approach
Chairman of the Audit Committee for the purpose of dealing with
instance of fraud and mismanagement, if any and also ensure that
whistleblowers are protected from retribution, whether within or
outside the organization.
16.2 Pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal ) Act, 2013 and rules made there
under, the Company has, during the year, rolled out a policy for
prevention of Sexual Harassment in the organization.
17. OTHER MATERIAL ORDERS :
17.1 C.P. No. 56 of 2013 filed by Shri Suresh Kumar Jalan and others
alleging acts of oppression and mismanagement against Company, has been
dismissed by Hon'ble C.L.B. Chennai Bench on 11-05-2015 and
accordingly, all the applications pending as on date stand disposed of
without granting any relief to the Petitioners.
17.2 The C.A. No. 8079 of 2003 filed by P.E. Dept. pending before
Hon'ble Supreme Court, New Delhi is being sought to be transferred to
Lok Adalat, with regard to the disputed claim of Rs, 17.78 crore
(including accrued interest of Rs, 12.01 crore) and the legal Advisors
are of option that it could be contested/defended successfully.
17.3 In view of Madras Stock Exchange Limited having been exited as a
stock exchange vide Notification No. WTM/RKA/MRD/47/2005 dated
14-05-2015 issued by Securities & Exchange Board of India, the
Companies scrip shall no longer be listed therein with immediate
effect.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, reveal that until the pending legal matters are resolved the
Company shall not be able to undertake any activity.
19. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 92 (3) of the Companies Act,
2013, an extract of annual return is annexed hereto as Annexure- A and
forms part of this report.
20. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. Ashish Bhatt & Associates, Company
Secretary, (CP: 2956), have been appointed as the Secretarial Auditors
to conduct the Secretarial Audit of the Company for the financial year
2014-15, the Secretarial Audit Report is annexed herewith as Annexure-
B and forms part of this report". In response to the remarks of
secretarial Auditors, the following are stated :
a) The DIR -12 pertaining to the appointment of Independent Director
has since been filed along with payment of additional fees on dated
07.07.2015.
b) The Company had to adjourn the 31st AGM for want of Quorum on
27.09.2014 and the adjourned meeting was held on 11.11.2014 when
business was transacted as per notice dated 05.08.2014 and annual
return ( 2013-14) has accordingly been filed with disclosure to this
effect.
21. STATUTORY AUDITORS:
M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of
the Company, having Firm Registration Number 101720W, were appointed as
Auditors at the last AGM for three consecutive years. 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. As required under the
Companies Act, 2013, your Directors recommend to ratify their
appointment as Statutory Auditors of the Company for F.Y. 2015-16.
22. COST AUDIT:
The Company is not required to maintain cost record as prescribed by
the Central Government under the provision of Section 148 of the
Companies Act, 2013 in view of the closure of the plant in 1995 and
cessation of manufacturing activities. No activities or services have
been undertaken by the Company since then.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place internal control systems and procedures
commensurate with the size and nature of its operations. Internal
control processes which consist of adopting appropriate management
systems and implementing them are followed. These are aimed at giving
the Audit Committee a reasonable assurance on the reliability of
financial reporting and statutory & regulatory compliances,
effectiveness and efficiency of your Company's operations and are
reviewed subjected to internal audit in compliance of section 138 of
the Act, periodically and revised to keep in tune with the changing
business environment.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134 of the Companies Act,
2013:
a. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any;
b. That such accounting policies have been selected and applied them
consistently 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 the end of the financial year and of the profit of the
Company for that period;
c. That proper and sufficient care has been taken 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;
d. That the annual accounts have been prepared on a going concern
basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
25. ACKNOWLEDGEMENT:
Yours Directors acknowledge with thanks the co-operation and
understanding displayed by the shareholders & others and continue to
look forward to the same.
On behalf of the Board of Directors
Sd/- Sd/-
Nalin S. Parikh Hitesh V. Raja
Director Director
DIN :00106844 DIN :02681574
Place : Mumbai
Date : 12th August, 2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Thirty First (31st)
Annual Report together with the Audited Statement of Accounts for the
year ended 31st March, 2014.
1. FINANCIAL RESULTS
(Amount in Rs.)
2013-14 2012-13
Other Income 2,053,669 2,018,094
Prof i t / (Loss) before Interest (3,160,874) (4,901,536)
& Depreciation
Finance Charges 1,827 7,572
Depreciation 335,361 401,432
Prof i t / (Loss) before Tax (3,498,062) (5,310,540)
Taxation - -
Balance in P&L A/c carried forward (3,498,062) (5,310,540)
Debit Balance in P&L A/c. (125,452,749) (120,142,209)
Balance carried forward to (128,950,811) (125,452,749)
Balance Sheet
2. DIVIDEND
In view of the losses carried forward and incurred during the year
under review, the Board of Directors regret their inability to propose
any dividend for the financial year 2013-14.
3. OPERATING RESULTS
The Company having had stopped production at its Pondicherry Plant
owing to uneconomical operations since 1995, the activities have
remained at a standstill. The current year''s operations have therefore
resulted in a loss of Rs. 3,498,062/- (Loss of Rs. 5,310,540/- in the
previous year).
4. CAPITAL & FINANCE
The Company has raised the capital by preferential issue of 500,000
equity shares @ Rs.60/- each inclusive of a premium of Rs. 50/- per
share, in order to arrest the erosion of net worth and to facilitate
restructuring its operations at the appropriate time. Accordingly, the
shares have been allotted to Mr. Ashok Kumar Dalmia jointly with Mrs.
Veena Dalmia ranking PariPassu with other existing equity shares for
consideration received in cash on 7th November 2013, with the result
the paid- up capital of the Company stands increased from Rs.
4,89,64,680/- to Rs. 5,39,64,680/- The share premium account has also
increased to Rs. 94,323,634/-, after reducing Share issue expenses Rs.
137,766/-.
The aforesaid issue of new equity shares on preferential basis has been
carried out in accordance with and under Chapter VII of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2009 and obtaining
the requisite approval of shareholders and / or other agencies /
institutions where the script has been listed.
The infusion of funds out of the proceeds realized from the issue of
equity shares has considerably improved the financial position and net
worth, but for which it would not have been possible for the company to
meet statutory obligations and commitments to keep its corporate status
alive intact.
5. INDUSTRIAL RELATIONS
The Company has retained few members of essential staff only in order
to carry out the administrative functions such as watch and ward,
maintenance, etc. The industrial relations have been quite cordial.
6. CORPORATE GOVERNANCE
The Company believes in good corporate governance as an important step
towards building investors'' confidence, improving investor protection
and optimizing shareholder values in the long term. Accordingly, and
pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange(s), a Report on compliance of Corporate Governance duly
certified by M/s. Ashish Bhatt & Associates, Company Secretaries in
whole-time practice, along with a note on management discussion and
analysis have been annexed to and forming part of this report.
7. BOARD OF DIRECTORS
The Company appreciates and places on record the excellent services
rendered and guidance provided by Mr. Pradeep B. Chinai (DIN. 00128368)
and Mr. Premratan B. Damani (DIN : 00030400 ) (resigned w.e.f. 10th
July, 2014) during their tenure as Director of the Company.
In accordance with the provisions of the Companies Act, 2013 and that
of Article 98 of the Articles of Association of the Company and/or the
terms of appointment, Mr. Prithviraj S. Parikh and Mr. Ojas K. Parikh,
are liable to retire at the ensuing Annual General Meeting. Mr.
Prithviraj S. Parikh and Mr. Ojas K. Parikh, being eligible, has
offered himself for re-appointment.
It has been proposed to make the composition of the Board in line with
Section 152 of the Companies Act, 2013 on account of provisions of
Section 152(6) of the Companies Act, 2013. Accordingly Independent
Directors are being reappointed for a period of 5 years from the date
of AGM and they will not be liable to retire by rotation.
In compliance with Clause 49 IV (G) of the Listing Agreement, brief
resume and other details of Directors proposed to be appointed /
re-appointed are attached along with the Notice of the ensuing Annual
General Meeting.
8. DIRECTORS1 RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
a. In the preparation of the accounts for the financial ended 31st
March, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied
them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss sustained
by the Company;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d. The Directors have prepared the annual accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis.
9. AUDITORS
The statutory auditors M/s. Chaturvedi & Shah, Chartered Accountants,
(Firm Registration No. - 101720W) Mumbai, hold office until the
conclusion of the ensuing Annual General Meeting. It is proposed to
re-appoint them to examine and audit the accounts of the Company for
six years and to hold office from the conclusion of this AGM till the
conclusion of the Thirty Seventh AGM to be held in the year 2020
subject to ratification of their appointment at every AGM. M/s
Chaturvedi & Shah, Chartered Accountants have, under Section 139(1) of
the Companies Act, 2013 and the Rules framed thereunder furnished a
certificate of their eligibility and consent for re-appointment.
10. NOTICE OF DISCLOSURE
a. The Electricity Dept. Pondicherry has filed a special leave
petition before the Supreme Court of India, challenging the findings of
the Madras High Court in respect of demand towards Electricity Charges
of Rs. 177,851,077 (includes interest of Rs. 121,085,645/- since
converted into a civil Application. Subsequently the matter has been
referred to Supreme Court, LokAdalat, where it had remained pending for
hearing and disposal. However, when the matter had come up last on 23rd
November 2013, the same was reverted back to the Supreme Court. The
Company has been legally advised that the case can be successfully
contested/defended and hence no provision is made. Moreover, the matter
being sub-judice, the liabilities if any has not been crystalised.
Attention is drawn to the Note No. 21 (a) annexed to and forming part
of the Accounts, in which the matter has been dealt with in greater
detail.
b. The Company has not provided in the Accounts disputed claim of Rs.
13,400,000/- towards demurrage charges (in addition to interest on the
said claim) relating to import of scrap for which the appeal before the
Supreme Court is pending disposal. The Company has been advised that no
liability will be fastened on the Company, based on the facts and
circumstances of the case. However, an amount (along with interest over
the years) of Rs. 8,653,116/- is lying deposited with HDFC in
accordance with the directions of the Supreme Court vide order dated
18th November, 2008 Attention is drawn to the Note No.21(b)annexed to
and forming part of the Accounts, in which the matter has been dealt
with in greater detail.
c. C.P.No. 56 of 2013 has been adjourned by the Company Low Board,
Chennai Bench to 8th August, 2014 as the petitioners have filed an
Application for amendment on 25th March, 2014.
11. STATUTORY INFORMATION (As required under Section 217 of the Act)
217(I)(e) : Conservation of energy, R.&D., Absorption of Technology and
Foreign Exchange Earnings and Outgoes:- The required information is NIL
as the Company''s Plant is closed down from April, 1995.
217(2A) : There are no employees in the Company during the year falling
under this description..
217(2AA) : Directors'' Responsibility Statement:- Separately given in
Sr. No. 9 of this report.
217(2B) : Buyback of Shares:- There was no scheme of buyback of share
of the Company during the year under review.
12. ACKNOWLEDGEMENTS
The Board of Directors do place on record their gratitude for the
assistance and guidelines extended by the Government and other
statutory agencies all along. The Directors also place on record their
appreciation to all the stakeholders for their support and
co-operation.
By Order of the Board of Directors
Sd/-
Prithviraj S. Parikh
Chairman
Place : Mumbai
Date : 5th August, 2014
Mar 31, 2013
The Directors are presenting herewith the Thirtieth Annual Report
together with the Audited Accounts for the year ended 31st March, 2013.
1. FINANCIAL RESULTS
(Rs.In Rupees)
2012-13 2011-12
Other Income 20,18,094 25,14,201
Profit / (Loss) before
Interest & Depreciation (49,01,536) (13,31,145)
Finance Charges 7,572
Depreciation 4,01,432 3,99,997
Profit / (Loss) before Tax (53,10,540) (17,31,142)
Taxation
Balance in P&L A/c carried forward (53,10,540) (17,31,142)
Debit Balance in P&L A/c. (12,01,42,209) (11,84,11,067)
Balance carried forward to
Balance Sheet (12,54,52,749) (12,01,42,209)
3. DIVIDEND
In view of the carried forward losses as at 31-03-2013, the Board of
Directors regret their inability to propose any dividend for the year
under review.
4. OPERATING RESULTS
The Company having had suspended production at its Pondicherry Plant
owing to uneconomical operations, the activities continue to remain at
a standstill. The current year''s operations have therefore resulted in
a loss of Rs. 53,10,540/- (Loss of Rs. 17,31,142/- in the previous year).
5. FINANCE
The Company has not accepted any deposits from the public during the
year under review. However, borrowings on account of unsecured loans
have increased from Rs. 2,25,40,313/- (Previous year) to Rs. 2,55,41,393/-
during the year under review.
6. INDUSTRIAL RELATIONS
The Company has retained few members of essential staff only in order
to carry out the administrative functions such as watch and ward,
maintenance, etc. The industrial relations have been quite cordial.
7. CORPORATE GOVERNANCE
The Company considers that good corporate governance is an important
step towards building investors'' confidence, improving investor
protection and optimizing shareholder values in the long term.
Accordingly, and pursuant to Clause 49 of the Listing Agreement with
the Stock Exchange(s), a Report on compliance of Corporate Governance
duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries
in whole-time practice, along with a note on management discussion and
analysis have been annexed to and forming part of this report.
8. BOARD OF DIRECTORS
Mr. Nalin S. Parikh, Mr. P. K. R. K. Menon & Mr. Pradeep B. Chinai will
retire by rotation at the forthcoming 30th Annual General Meeting of
the Company. Being eligible, they have offered themselves for re-
election. The Board proposes that these persons, in the interest and
benefit of the company, be continued as directors of the company.
9. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
a. in the preparation of the accounts for the financial ended 31st
March, 2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
b. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss
sustained by the Company.
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safe-guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d. The Directors have prepared the annual accounts for the financial
year ended 31st March, 2013 on a ''going concern'' basis.
10. AUDITORS
M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, have consented
to be re-appointed as Auditors of the Company. The Company has received
a certificate from the auditors that the appointment will be within the
limits specified under Section 224 (1B) of the Companies Act, 1956, act
as the Auditors of the Company, if re-appointed.
11. NOTICE OF DISCLOSURE
a. The Electricity Dept. Pondicherry has filed a special leave
petition before the Supreme Court of India, challenging the findings of
the Madras High Court in respect of demand towards Electricity Charges
of Rs. 17,78,51,077/- (includes interest of f 12,10,85,645/- since
converted into a civil Application. Subsequently the matter has been
referred to Supreme Court, Lok Adalat, where it is pending for hearing
and disposal. The company has been legally advised that the case can be
successfully contested/defended and hence no provision is made.
Moreover, the matter being subjudice , the liabilities if any has not
been crystalised. Attention is drawn to the Note No. 28 (a) annexed to
and forming part of the Accounts, in which the matter has been dealt
with in greater detail.
b. The Company has not provided in the Accounts disputed claim of
1,34,00,000/- towards demurrage charges (in addition to interest on the
said claim) relating to import of scrap for which the appeal before the
Supreme Court is pending disposal. The Company has been advised that no
liability will be fastened on the company, based on the facts and
circumstances of the case. However, an amount (along with Interest over
the years) of 70,64,858/- is lying deposited with HDFC in accordance
with the directions of the Supreme Court vide order dated 18th
November, 2008. Attention is drawn to the Note No. 28 (b) annexed to
and forming part of the Accounts, in which the matter has been dealt
with in greater detail.
c. The Company Petition Nos. 154 & 155 of 2012 for amalgamation /merger
filed in the Madras High Court has since been withdrawn and order
passed to this effect on 21.02.2013. Attention is drawn to the Note No.
29 annexed to and forming part of the Accounts, in which the matter has
also been dealt with.
12. STATUTORY INFORMATION (As required under Section 217 of the Act)
217(l)(e) : Conservation of energy, R.&D., Absorption of Technology and
Foreign Exchange Earnings and Outgoes:- The required information is NIL
as the Company''s Plant is closed down from April, 1995.
217(2A) : There are no employees in the Company during the year falling
under this description..
217(2AA) : Directors'' Responsibility Statement:- Separately given in
Sr. No. 9 of this report. '' 217(2B) : Buyback of Shares:- There was no
scheme of buyback of share of the Company during the year under review.
13. ACKNOWLEDGEMENTS
The Board of Directors is pleased to place on record their gratitude
for the assistance and guidelines extended by the Government and other
statutory agencies all along. The Directors also place on record their
appreciation to the employees for their support and co-operation.
By Order of the Board of Directors
Sd/-
Prithviraj S. Parfkh
Chairman & Executive Director
Place : Mumbai
Date : 8th August, 2013
Mar 31, 2011
Dear Members,
1.The Directors are presenting herewith the Twenty-Eighth Annual
Report together with the Audited Accounts for the year ended 31st March
2011.
2. FINANCIAL RESULTS
(Amount in Rupees)
2010-11 2009-10
Other Income 5,87,700 6,54,244
Profit/ (Loss) before
Interest & Depreciation (34,55,113) (35,98,450)
Finance Charges 18,87,008 12,04,417
Depreciation 3,99,582 3,39,222
Profit/ (Loss) before Tax (57,41,703) (51,42,089)
Taxation 5,158 14,170
Balance in P&L A/c carried forward (57,46,861) (51,56,259)
Debit Balance in P&L A/c (11,26,64,206) (10,75,07,947)
Balance carried forward to Balance Sheet (11,84,11,067) (11,26,64,206)
3. DIVIDEND
In view of the losses carried forward of Rs. 11,84,11,067/- as at
31-03-2011, the Board of Directors regret their inability to propose
any dividend for the year under review.
4. OPERATING RESULTS
The Company had suspended production at its Pondicherry plant owing to
uneconomical operation and since then the activities are at a
standstill. The current year's operations have therefore resulted in a
loss of Rs. 57,41,703/- (Previous year loss Rs. 51,42,089/-)
5. FINANCE
The Company has not accepted any deposits from the public during the
year under review. However, borrowings on account of unsecured loans
have increased from Rs. 1,36,34,617/- (Previous year) to Rs.
1,90,49,908/- during the year under review.
6. INDUSTRIAL RELATIONS
The Company has retained few members of essential staff only in order
to carry out the functions such as watch and ward, maintenance, etc.
The Industrial relations have continued to remain quite cordial.
7. CORPORATE GOVERNANCE
The Company considers that good corporate governance is an important
step towards building investors' confidence, improving investor
protection and optimizing shareholder values in the long term.
Accordingly, and pursuant to Clause 49 of the Listing Agreement with
the Stock Exchange (s), a Report on compliance of Corporate Governance
duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries
in whole time practice, along with a note on management discussion and
analysis have been annexed to and forming part of this report.
8. BOARD OF DIRECTORS
Mr. Vilas K. Shah, Mr. Rajendra R. Chaturvedi & Mr. Nalin S. Parikh
will retire by rotation at the forthcoming 28th Annual General Meeting
of the Company. Being eligible, they have offered themselves for
re-election. The Board proposes that these persons, in the interest and
benefit of the company, be continued as directors of the Company.
The personal profile of these Directors is given hereunder, for
information of members.
1 Data Mr. Vilas K. Shah Mr. Rajendra R. Chaturvedi
(a) Brief Resume Born on 01-12-1943 Born on 16-02-1947
M.Com, L.L.B., F.C.A. Diploma in Textile Technology
(Chartered Accountant)
(b) Experience Senoir Chartered After completing his diploma
Accountant in textile
practicing in Mumbai technology from British
for more than Institute, London,
three decades. Has a he joined the family business
vast in 1980.
experience in Taxation Has been managing business
& affairs of
Management Consultancy family group of companies
Services. for 3 decades.
Proven talents in
administration and
management.
(c) Name of
Companies in
which Organic Coatings Ltd. Western Ministil Ltd.
he holds
directorship and (Chairman- Audit Girdhar Morari
Membership Committee) Agra Research Pvt. Ltd.
in their
Committee
Data Mr. Nalin S. Parikh
(a) Brief Resume Born on 02-02-1935
B.Com.;B.A.;LLB.,M.B.A.
(b) Experience Over 50 years of vast experience as an
administrator. Travelled widely and has a
good insight in international trade, more
particularly in steel and foreign trade of
Iron & Steel products. Has been the principal
importer for steel in special applications
in automobiles, engineering and other industries.
(c) Name of
Companies in which Asta India Pvt. Ltd., K. Parikh Agencies Pvt. Ltd.,
Metmin Exploration Pvt. Ltd.,
he holds holds
directorship Metmin Finance & Holdings Pvt. Ltd.,
Metmin Investment & Trading Pvt. Ltd.,
and Membership in
their WRM Pvt. Ltd., Anjana Fincap Pvt. Ltd,
Committee Fleurette Investments Pvt. Ltd.,
MetTube India Pvt. Ltd.,
Gayatri Arcade Pvt. Ltd., Ishan Arcade Pvt. Ltd.
None of these directors is paid any remuneration except sitting fees.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:-
i). in the preparation of the accounts for the financial year ended
31st March 2011 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss
sustained by the Company;
iii) the Directors have 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 2011 on a "going concern" basis.
10. AUDITORS
M/s. Chaturvedi & Shah, Chartered Accountants, Mumbai, have consented
to be re-appointed as the Auditors of the company. The company has
received a certificate from the auditors that their appointment will be
within the limits specified under section 224 (1B) of the Companies
Act, 1956 to act as the Auditors of the Company, if re-appointed.
11. NOTICE OF DISCLOURE
The S.L.P. filed by Pondicherry Electricity Department against the
Company in 2002 is still pending for disposal. It may be recalled that
the petitioners were not granted any relief at the time of admission by
the Supreme Court of India, New Delhi. The Company has however, moved
an application to refer the matter for mediation with LOK ADALAT in
February 2009, which is being granted and the matter is pending before
the said forum for hearing and disposal. Attention is drawn to the Note
No. 9 (a) of Schedule 11 of the Notes annexed to and forming part of
the Accounts, in which the matter has been dealt with in greater
details.
The Govt. of Puducherry has issued a notification under G.O.Ms.No.58
dtd. 31-03- 2010 that an area of approximately 4.00 Acres of land, most
of which belongs to the company, be acquired for housing. The
acquisition proceedings initiated by the Govt. of Puducherry have since
been withdrawn.
12. STATUTORY INFORMATION (As required under Section 217 of the Act)
217(1 )(e) : Conservation of energy, R. & D., Absorption of Technology
and Foreign Exchange Earnings and Outgoes:- The
required information is NIL as the Company's Plant is
closed down from April 1995.
217(2A) : There were no employees in the Company during the year
falling under this description.
217(2AA) : Directors' Responsibility Statement:- Separately given in
Sr. No. 9 of this report.
217(2B) : Buyback of shares:- There was no scheme of buyback of
shares of the Company during the year under review.
13. ACKNOWLEDGEMENTS
The Board of Directors pleased to place on record their gratitude for
the assistance & guidelines extended by the Government and other
statutory Agencies all along. The Directors also place on record,
their appreciation to the employees for their support and co-operation.
By Order of the Board of Directors
Sd/-
Prithviraj S. Parikh
Chairman & Executive Director
Place: Mumbai
Date : 12th August 2011
Mar 31, 2010
1.The Directors are presenting herewith the twenty-seventh (27th)
Annual Report together with the Audited Accounts for the year ended
31st March 2010.
2. FINANCIAL RESULTS
(Rs. in Lacs)
2009-10 2008-09
Other Income 6.54 13.47
Profit / (Loss) before Interest
& Depreciation (35.98) (42.03)
Finance Charges 12.05 20.54
Depreciation 3.39 4.80
Profit / (Loss) before Tax (51.42) (67.37)
Taxation 0.14 0.39
Balance in P&L A/c carried
forward (51.56) (67.76)
Debit Balance in P&L A/c (1,075.08) (1,255.32)
Less: General Reserves
adjusted - 248.00
Balance carried forward to
Balance Sheet (1,126.64) (1,075.08)
3. DIVIDEND
In view of the losses carried forward of Rs. 1,126.64 Lacs as at
31-03-2010, the Board of Directors regret their inability to propose
any dividend for the year under review.
4. OPERATING RESULTS
The Company had suspended production at its plant located in
Pondicherry owing to uneconomical operation and since then the
activities are at a standstill. The current years operations have
therefore resulted in a loss of Rs. 51.42 lacs (Loss of Rs. 67.37 lacs
in the previous year)
5. FINANCE
The Company has not accepted any deposits from the public during the
year under review.
However, borrowings on account of unsecured loans have increased from
Rs.78,29,872 (Previous year) to Rs. 1,36,34,617 during the year under
review.
6. INDUSTRIAL RELATIONS
The Company has retained a few members of essential staff only in order
to carry out the functions such as watch and ward, maintenance etc. The
Industrial relations have continued to remain quite cordial.
7. CORPORATE GOVERNANCE
The Company considers that good corporate governance is an important
step towards building investors confidence, improving investor
protection and optimizing shareholder values in the long term.
Accordingly, and pursuant to Clause 49 of the Listing Agreement with
the Stock Exchange(s), a Report on compliance of Corporate Governance
duly certified by M/s. Ashish Bhatt & Associates, Company Secretaries
in whole time practice, along with a note on management discussion and
analysis have been annexed to and forming part of this report.
8. BOARD OF DIRECTORS
Mr. Prithviraj S. Parikh and Mr. P.K.R.K. Menon will retire by rotation
at the forthcoming 27th Annual General Meeting of the Company. Being
eligible, they have offered themselves for re-election. The Board
proposes that both these persons are required to be continued for the
benefit of the Company.
The personal profile of these two Directors is given hereunder, for
information of members.
Data Mr. Prithviraj S. Parikh Mr. P.K.R.K. Menon
(a) Brief Bom on 19-02-1946 Bom on 09-08-1943
Resume M.S., M.E. from
New York University M.Com, L.L.M.,
M.B.A., F.C.S.,
D.B.M D.F.M, D.C.P.
(b) Experience Over three decades in
management of Over four decades in
Administration &
Steel Industry &
allied activities, Finance in Industry
and Trade- Steel,
International Trade, etc. Engineering, etc.
(c) Name of Western Ministil Limited Western Ministil Ltd.
Companies in Gunjar Finance &
Investment Pvt. Ltd. WRMPvt. Ltd.
which he holds K. Parikh Agencies
Pvt. Ltd. Western India Steel Co.
Pvt. Ltd.
directorship WRMPvt. Ltd. Wist Overseas Pvt. Ltd.
and Membership Aspher Foods Pvt. Ltd. Skandwil India Pvt. Ltd.
in their Anagha Properties
Pvt. Ltd.
Committee Western India Steel
Co. Pvt. Ltd.
Satori Realty Pvt. Ltd.
Wist Overseas Pvt. Ltd.
None of these directors is paid any remuneration except sitting fees.
Mr. Prithviraj S. Parikh, Director, was designated as the Executive
Director by the Board on 30-01-2009. However, having regard to the
present financial position of the Company, the Board had deferred
payment of remuneration to him although the members at the 26th Annual
General Meeting held on 29th September 2009 have approved the payment
of Rs. 50,000/- p.m. as and by way of consolidated remuneration.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:-
i) in the preparation of the accounts for the financial year ended 31
st March 2010 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss
sustained by the Company;
iii) the Directors have 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 2010 on a "going concern" basis.
10. AUDITORS
M/s. Krishnan & Giri, Chartered Accountants, Auditors of the company
have expressed their unwillingness to be appointed as auditors of the
company for the financial year 2010-11 vide their letter dated
26-07-2010 under section 224 (2) of the Companies Act, 1956.
Company has received a proposal from M/s. Chaturvedi & Shah, Chartered
Accountants, Mumbai, of their willingness to be appointed as Auditors
of the Company. Based upon their willingness, Board of Directors, vide
their meeting dated 29-07-2010, has recommended their appointment
subject to the approval of General Body meeting at the ensuring Annual
General Meeting. The company has also received a certificate from the
proposed auditors that they are qualified under section 224 (1B) of the
Companies Act, 1956 to act as the Auditors of the Company, if
appointed.
11. NOTICE OF DISCLOURE
The S.L.P. filed by Pondicherry Electricity Department against the
Company in 2002 is still pending for disposal. It may be recalled that
the petitioners were not granted any relief at the time of admission by
the Supreme Court of India, New Delhi. The Company has however, moved
an application to refer the matter for mediation with LOK ADALAT in
February 2009, which is being granted and the matter is pending before
the said forum for hearing and disposal. Attention is drawn to the Note
No. 10 (a) of Schedule 11 of the Notes annexed to and forming part of
the Accounts, in which the matter has been dealt with in greater
details.
The Govt, of Puducherry has issued a notification under G.O.Ms. No. 58
dated 31-03-2010 that an area of approximately 4.00 Acres of land, most
of which belongs to the company, be acquired for housing. The companys
objection to the move on the part of the govt, for the said proposed
acquisition is being put up in consultation and guidance from the legal
advisor / advocate.
12. STATUTORY INFORMATION
(As required under Section 217 of the Act)
217(1)(e): Conservation of energy, Ft. & D., Absorption of Technology
and Foreign exchange Earnings and Outgoes:-
The required information is NIL as the Companys Plant is closed down
from April 1995.
217(2A): There were no employees in the Company during the year falling
under this description.
217(2AA): Directors Responsibility Statement: -
Separately given in Sr. No. 9 of this report.
217(2B): Buyback of shares:- There was no scheme of buyback of shares
of the Company during the year under review.
13. ACKNOWLEDGEMENTS
The Board of Directors pleased to place on record their gratitude for
the assistance & guidelines extended by the Government and other
statutory Agencies all along. The Directors also place on record,
their appreciation to the employees for their support and co-operation.
By Order of the Board of Directors
Prithviraj S. Parikh
Chairman &
Executive Director
Place: Mumbai
Date: 29th July 2010
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article