Mar 31, 2015
To The Members,
The Directors present the 67th Annual Report and Audited Accounts of
the Company for the year ended 31st March, 2015.
FINANCIAL RESULTS Rs.in lacs
Year ended Year ended
31/03/2015 31/03/2014
Gross Sales
Profit before Interest, Depreciation
and Tax (753) (954)
Interest
Profit before Depreciation and Tax (753) (954)
Depreciation 381 1506
Profit/(Loss) before Exceptional
items & Tax (1134) (2460)
Exceptional Items
Taxation - -
Profit/(Loss) After exceptional items
and Tax (1134) (2460)
Surplus(Deficit) from Previous Year (54931) (52471)
Profit/(Loss) available for Appropriation (56065) (54931)
PERFORMANCE AND PROSPECT
(a) The lockout declared w.e.f. 15th November, 2009 is continue in
force. There were no manufacturing operations during the year; however
the essential services remain in operation.
(b) To generate interest free funds for revival of operations of the
company entered into Agreement for sale of its part of land with Raheja
Universal P. Ltd. (RUPL) in 2006- 07. Subsequently, the company was
declared a Sick Industrial Undertaking under Sick Industrial Companies
(Special Provision) Act, 1985 (SICA). The Board For Industrial and
Financial Reconstruction (BIFR) directed that being a sick Company, the
land will have to form part of Draft Rehabilitation Scheme (DRS) under
Section 18(1)(d) of SICA and appointed Punjab National Bank (PNB) as
Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series
of litigation follows the BIFR Order and culminated in the Hon. Supreme
Court, which upheld the BIFR Order.
(c) BIFR vide its order dated 22.01.2014, directed the OA to explore
possibility of amicable understanding between the parties on disposal
of surplus land, the labour Union has also filed a write petition for
early disposal of surplus land in Hon. Bombay high Court, which is
pending. The OA has yet to file DRS.
(d) The Company plan to recommence the operations as soon as proceeds
from the sale of land under the aegis of BIFR are received and the
Rehabilitation Scheme is sanctioned.
DIVIDEND
In view of the unavailability of the profit, the Directors regret
their inability to recommend any dividend for the year ended 31st
March, 2015.
SHARE CAPITAL
During the year, the company has not issued any shares.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
The Company has no subsidiaries, joint ventures. The Details of the
associated companies have been disclosed in the Extract of MGT 9 which
is Provided as "Annexure II" in this report.
RISK & MITIGATION
The Company has identified various risks faced by the Company from
different areas. As per the provision of the Companies Act, 2013 and
listing agreements, the Board has adopted a risk management policy
whereby a proper framework is set up. Appropriate structures are
present so that risks are inherently monitored and controlled. A
combination of policies and procedures attempts to counter risk as and
when they evolve.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
DISCLOSURE OF VARIOUS POLICIES:
The Board has approved various policies in their meeting so that the
Committees work effectively and in accordance with the provisions as
stipulated in the Policies. Various policies as approved by the Board
are posted in the Website of the Company.
REMUNERATION POLICY
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
posted in the Website of the Company.
RISK MANAGEMENT POLICY: [SECTION 134 (3)(N)]
The Company has implemented Risk Management Policy and the Board of
Directors has prepared a comprehensive framework of risk management for
assessment of risks and to determine the responses to these risks so as
to minimize their adverse impact on the organization. The policy as
approved by the Board of Directors is uploaded in the Company's
website.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour
the company has adopted a vigil mechanism policy. The aim of the policy
is to provide adequate safeguards against victimization of whistle
blower who avails of the mechanism and also provide direct access to
the Chairman of the Audit Committee, in appropriate or exceptional
cases.
Accordingly, 'Whistle Blower Policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counsellor or the Chairman of the Audit Committee
of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
This policy posted in the website of company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, performance evaluation of the Board, it's
Committees and the Independent Directors was carried out. The manner in
which the evaluation is carried out has been explained in the Corporate
Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
During the year, Mr.K.N.Bhandari, ceased to be director from 31.3.2015
due to his resignation. The Board places on record its deep
appreciation for the valuable services and contributions and guidance
offered by him during his long tenure with the Company.
DETAILS OF KEY MANAGERIAL PERSONNEL:
The following three persons were formally appointed/ designated as Key
Managerial Personnel of the Company in compliance with provisions of
Section 203 of the Companies Act, 2013.
1. Mr.Arun Jain - Managing Director
2. Mr. M. C. Nalwaya, - Chief Financial Officer
3. Mrs. Smitha Singh - Company Secretary
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 of Companies Act, 2013, given below is
the Directors' Responsibility Statement; The Board of Directors state:
i) that in the preparation of the Annual Accounts for year ended 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
ii) that the Directors had selected such accounting policies 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 year as on 31st March, 2015 and
of the loss of the Company for that period.
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) that the Annual Accounts for the year ended 31st March, 2015 had
been prepared on a going concern basis.
v) that the Directors had laid down proper internal financial controls
to be followed by the company and they were adequate and operating
effectively and
vi) that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems were
adequate and operating effectively.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and machinery as well
as of the environment.
INDUSTRIAL RELATIONS
Industrial Relations during the year under review continued to remain
cordial and peaceful.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public under Section
73 of the Companies Act, 2013.
COST AUDIT
Since the plant is not in operation during the year. If required,
Exemption from the Cost Audit is being applied for the year ending 31st
March, 2015 with the Central Government.
AUDITORS
M/s. Lodha & Co., Chartered Accountants, was appointed as Statutory
Auditors to hold office from the conclusion of the 67th Annual General
Meeting (AGM) to the conclusion of the forthcoming AGM, (subject to
ratification of the appointment by the members at every AGM) A
proposal for ratification of the appointment of the Statutory Auditors
for the Financial Year 2015-2016 is placed before the Members at the
ensuing AGM. The said Auditors have given their eligibility certifi
cate in terms of Section 139 of the Companies Act, 2013.
AUDITORS REPORT
Management clarifications to the Auditors Qualifications are given in
the Notes No. 19(III) (4) (a), 19(III) (2)(a) (III), 19(III) (6)(a),
19(III) (6)(b), 19(III) (14) and 19(III) (a). are self explationary.
INTERNAL AUDITORS
M/s V.B.Dalal & Co., Chartered Accountants appointed as Internal
Auditors of the company.
SECRETARIAL AUDITOR
The Board has appointed M/s Ragini Chokashi and Associates, Practising
Company Secretary, to conduct Secretarial Audit for the financial year
2014Â15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as "Annexure - I" to this
Report.
Board Opinion to the observations made in the report - with regard to
e-forms were delayed filed with MCA and with regard compliance of
Section 152(6) and 149(4) of the Companies Act, 2013 and Clause 49 of
the Listing Agreements and rules made there under. The Companies Act,
2013 with Rules, 2014 become applicable from 1st April, 2014. In
between in pursuant to Hon. Supreme Court Order the Company was
compelled to vacate its Registered and admn. Office along with all
records. The Companies Act, 2013 was also new. We were not accustomed
to Act so the Company filed e-forms delayed with MCA authority. Our
intention is never disobey any regulations and provisions. However; the
Company would ensure in future compliance of the requisite provisions
and take all precaution in this regards.
CORPORATE SOCIAL RESPONSIBILITY
Lockout declared w.e.f. 15th November, 2009 is continue in force due to
which operation of the company is stalled except essential services.
The company has incurred losses over the years. Due to average net
profit of last three years being negative, your Company has not formed
the CSR committee and is not required to spend any amount on CSR
activities during the year. Formation of CSR committee is under review.
RELATED PARTY TRANSACTION
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013.
All material related party transactions that were entered into during
the financial year were on an arm's length basis and were in the
ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which
have a potential conflict with the interest of the Company at large.
Thus, disclosure in Form AOC-2 is not required.
None of the Directors has any pecuniary relationships or transactions
vis-Ã -vis the company.
Suitable disclosure as required by the Accounting Standard (AS 18) has
been made in the notes to the Financial Statements. The policy on
Related Party Transactions as approved by the Board is being uploaded
on the Company's website.
INTERNAL FINANCIAL CONTROL
The Company has in place internal financial control systems,
commensurate with the size and complexity of its operations to ensure
proper recording of financial and operational information and
compliance of various internal controls and other regulatory and
statutory compliances.
AUDIT COMMITTEE AND RISK MANAGEMENT
The Audit Committee comprises Independent Directors namely Mr. K.N
Bhandari (Chairman till 30.12.2014), Ms.Savita Achraya (Chairman W.e.f
31.12.2014), Dr.P.P.Shastri as Member and Mr. Arun Jain as Member
w.e.f. 31.12.2014). During the year, there are no instances where the
Board had not accepted the recommendations of the Audit Committee.
DECLARATION BY INDEPENDENT DIRECTORS
Necessary declarations have been obtained from all the Independent
Directors under sub- section (7) of Section 149 of the Companies Act,
2013.
RISK MANAGEMENT
The Audit Committee has also been delegated the responsibility for
monitoring and reviewing risk management, assessment and minimization
procedures, developing, implementing and monitoring the risk management
plan and identifying, reviewing and mitigating all elements of risks
which the Company may be exposed to. The Board also reviews the risk
management assessment and minimization procedures. Further, in
accordance with Clause 49 of the Listing Agreement, a risk management
Committee has also been formed which also oversees the risk management
of the Company.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising of Directors, senior executives of the
Company. Protected disclosures can be made by a whistle blower through
an eÂmail, or on telephone line or a letter to the Task Force or to the
Chairman of the Audit Committee.
MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Annual Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
During the year, the Company has not given loans, directly or
indirectly, to any person or other body corporate or give any guarantee
or provide any security in connection with a loan to any other body
corporate or person. The details of the investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Financial Statements.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Since the plant is not in operation during the year, the Energy
Conservation and Research & Development activities undertaken by the
Company as required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not prepared.
EXTRACT OF ANNUAL RETURN
Form MGT-9 providing extract of the Annual return in terms of Section
92 of the Companies Act, 2013 and the rules made there under is annexed
as "Annexure II" to this Directors Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and forming part of
the Directors' Report for the year ended 31st March, 2015 is as follow.
There were No persons employed throughout the year, were in receipt of
remuneration of 60 lac per annum or more except Managing Director whose
Managerial Remuneration was 181.74 Lac per annum as approved in the
last AGM but yet to be paid.
Sr.
No.Name Designation Remuneration
(Rs. In Lac)
1 Mr. Arun Jain M.D 181.74
2 Mr. M. C. Nalwaya CFO 21.47
3 Mrs. Smitha Singh CS 0.20
CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the Listing
Agreement, the Cash Flow Statement for the year ended 31.03.2015 is
annexed hereto.
ENVIRONMENT AND POLLUTION CONTROL
Top priority continues to be given to preservation of the environment
by all the units of the Company. To combat pollution and strengthen the
area ecology, considerable emphasis is placed on plantation of fragrant
and shady trees which shall protect and promote the environment by
complying with applicable environmental regulations and preventing
pollution in all its operations.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Revised Clause 49 of the Listing Agreement with the Stock
Exchanges, report on Corporate Governance Code and Company Secretary in
Practice's Certificate regarding compliance of the conditions of the
Code and Management Discussion and Analysis are part of this Annual
Report.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this
Report.
3. Neither the Managing Director nor the WholeÂtime Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
WEBSITE OF THE COMPANY
The Company maintains a website www.nrclimited.com where detailed
information of the company and its products are provided
ACKNOWLEDGEMENTS
Your Company and its Directors acknowledge with gratitude the support
received from the Government Agencies, Financial Institutions, Banks,
Investors, Business Associates and Employees of the Company and look
forward to their continued support.
For and on behalf of the Board of Directors
Mumbai G. P. GOENKA
27th May, 2015. Chairman
Mar 31, 2014
To The Members,
The Directors present the 66th Annual Report and Audited Accounts of
the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS Rs.in lacs
Year ended Year ended
31/03/2014 31/03/2013
Gross Sales - -
Profi t before Interest, Depreciation
and Tax (954) (801)
Interest - -
Profi t before Depreciation and Tax (954) (801)
Depreciation 1506 1495
Profi t/(Loss) before Exceptional items & Tax (2460) (2296)
Exceptional Items - (449)
Taxation - -
Profi t/(Loss) After exceptional items and Tax (2460) (2745)
Surplus(Defi cit) from Previous Year (52471) (49726)
Profi t/(Loss) available for Appropriation (54931) (52471)
PERFORMANCE AND PROSPECTS
(a) The lockout declared w.e.f. 15th November, 2009 is still in force.
There were no manufacturing operations during the year; however the
essential services remain in operation.
(b) To generate interest free funds for revival of operations the
company entered into Agreement for sale of its part land with Raheja
Universal P. Ltd.(RUPL) in 2006-07. Subsequently, the company was
declared a Sick Industrial Undertaking under Sick Industrial Companies
(Special Provision) Act, 1985 (SICA). The Board For Industrial And
Financial Reconstruction (BIFR) directed that being a sick Company, the
land will have to form part of Draft Rehabilitation Scheme (DRS) under
Section 18(1)(d) of SICA and appointed Punjab National Bank (PNB) as
Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series
of litigation follows the BIFR Order and culminated in the Hon. Supreme
Court, which upheld the BIFR Order.
(c) BIFR vide its order dated 22.01.2014, directed the OA to explore
possibility of amicable understanding between the parties on disposal
of surplus land, the labour Union has also fi led a write petition for
early disposal of surplus land in Hon. Bombay High Court, which is
pending. The OA has yet to fi le DRS.
(d) The Company plan to recommence the operations as soon as proceeds
from the sale of land under the aegis of BIFR are received and the
Rehabilitation Scheme is sanctioned.
DIVIDEND
In view of the unavailability of the profi t, the Directors regret
their inability to recommend any dividend for the year ended 31st
March, 2014.
DIRECTORS
During the year, Shri P. K. Mallik, ceased to be director due to sad
demise on 26.2.2014.
The Board places on record its deep appreciation for the valuable
services and contributions and guidance offered by him during his long
tenure with the Company.
In term of Articles of Association of the Company and Section 152
(Corresponds to Section 255 of the Companies Act,1956) of the Companies
Act, 2013 Shri K. N. Bhandari and Dr. P.P. Shastri, retire by rotation
at the forthcoming Annual General Meeting and being eligible for
re-appointment.
In compliance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company the Board has appointed Ms.
Savita Acharya as Additional Director of the Company with effect from
19th November, 2014 till the conclusion of AGM,.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 134 ( Section 217 (2AA) of the erstwhile
Companies Act,1956) of Companies Act,2013, given below is the
Directors'' Responsibility Statement;
The Board of Directors state:
i) that in the preparation of the Annual Accounts for year ended 31st
March, 2014, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
ii) that the Directors had selected such accounting policies 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 year as on 31st March, 2014 and
of the loss of the Company for that period;
iii) that the Directors had taken proper and suffi cient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Annual Accounts for the year ended 31st March, 2014 had
been prepared on a going concern basis.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and machinery as well
as of the environment.
INDUSTRIAL RELATIONS
Industrial Relations during the year under review continued to remain
cordial and peaceful.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public under Section
73 (Sec. 58 A of erstwhile Companies Act 1956).of the Companies
Act,2013.
COST AUDIT
Since the plant is not in operation during the year. Exemption from the
Cost Audit is being applied for the year ending 31st March, 2014 with
the Central Government.
APPOINTMENT OF AUDITORS
M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company
retires at the forthcoming Annual General Meeting and eligible for
re-appointment. Members are requested to re-appoint auditors and fi x
their remuneration.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Since the plant is not in operation during the year the Energy
Conservation and Research & Development activities undertaken by the
Company as required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not prepared.
PARTICULARS OF EMPLOYEES
The Particulars of Employees as required under Section 134 (Section
217(2A) of the erstwhile Companies Act,1956) Companies Act,2013 read
with the Companies (Particulars of Employees) Rules, 1975 is appended.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Revised Clause 49 of the Listing Agreement with the Stock
Exchanges, report on Corporate Governance Code and Auditors'' Certifi
cate regarding compliance of the conditions of the Code and Management
Discussion and Analysis are part of this Annual Report.
ACKNOWLEDGEMENTS
Your Company and its Directors acknowledge with gratitude the support
received from the Government Agencies, Financial Institutions, Banks,
Investors, Business Associates and Employees of the Company and look
forward to their continued support.
For and on behalf of the
Board of Directors
Mumbai G. P. GOENKA
November 19, 2014. Chairman
Mar 31, 2013
To The Members,
The Directors present the 65th Annual Report and Audited Accounts of
the Company for the year ended 31st March, 2013.
FINANCIAL RESULTS
Rs.in lacs
Year ended Year ended
31/03/2013 31/03/2012
Gross Sales 0 0
Proft before Interest,
Depreciation and Tax (801) (925)
Interest 0 3027
Proft before Depreciation and Tax (801) (3952)
Depreciation 1495 1526
Proft/(Loss) before Exceptional items & Tax (2296) (5478)
Exceptional Items (449) 223
Taxation 0
Proft/(Loss) After
exceptional items and Tax (2745) (5701)
Surplus(Defcit) from Previous Year (49726) (44025)
Proft/(Loss) available for Appropriation (52471) (49726)
PERFORMANCE AND PROSPECTS
(a) The lockout declared w.e.f. 15th November, 2009 is still in force.
There were no manufacturing operations during the year; however the
essential services remain in operation.
(b) To generate interest free funds for revival of operations the
company entered into Agreement for sale of its part land with a
developer in 2006-07. Subsequently, the company was declared a Sick
Industrial Undertaking under Sick Industrial Companies (Special
Provision) Act, 1985 (SICA). The Board For Industrial And Financial
Reconstruction (BIFR) directed that being a sick company, the land will
have to form part of Draft Rehabilitation Scheme (DRS) under Section
18(1)(d) of SICA and appointed Punjab National Bank (PNB) as Operating
Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of
litigation follows the BIFR Order and culminated in the Hon. Supreme
Court, which upheld the BIFR Order. The exercise of submission of Draft
Rehabilitation Scheme is delayed due to the series of litigations.
(c) The Company plan to recommence the operations as soon as proceeds
from the sale of land under the aegis of BIFR are received and the
Rehabilitation Scheme is sanctioned.
DIVIDEND
In view of the unavailability of the proft, the Directors regret their
inability to recommend any dividend for the year ended 31st March,
2013.
DIRECTORS
In term of Articles of Association of the Company and Section 255 of
the Companies Act, 1956 Shri Madhukar Mishra retire by rotation at the
forthcoming Annual General Meeting.
DIRECTORSÂ RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, as
amended by the Companies (Amendment) Act, 2000, given below is the
Directors Responsibility Statement; The Board of Directors state: i)
that in the preparation of the Annual Accounts for year ended 31st
March, 2013, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
ii) that the Directors had selected such accounting policies 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 year as on 31st March, 2013 and
of the loss of the Company for that period;
iii) that the Directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Annual Accounts for the year ended 31st March, 2013 had
been prepared on a going concern basis.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and machinery as well
as of the environment.
INDUSTRIAL RELATIONS
Industrial Relations during the year under review continued to remain
cordial and peaceful.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public under Section
58A of the Companies Act, 1956.
COST AUDIT
Since the plant is not in operation during the year. The Company has
granted exemption from Cost Audit by Central Government for the year
ending 31st March 2012. Exemption for the year ending 31st March, 2013
is being applied with the Central Government.
APPOINTMENT OF AUDITORS
M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company
retires at the forthcoming Annual General Meeting and are eligible for
re-appointment. Members are requested to re-appoint auditors and fx
their remuneration. The company has received the requisite certifcate
pursuant to section 224(1B) of the Companies Act, 1956.
AUDITORS REPORT
ManagementÂs clarifcations to the AuditorÂs Qualifcations are given in
the Notes referred in and are self explanatory.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Since the plant is not in operation during the year the Energy
Conservation and Research & Development activities undertaken by the
Company as required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not prepared.
PARTICULARS OF EMPLOYEES
The Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is appended.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Revised Clause 49 of the Listing Agreement with the Stock
Exchanges, report on Corporate Governance Code and Auditors Certifcate
regarding compliance of the conditions of the Code and Management
Discussion and Analysis are part of this Annual Report.
ACKNOWLEDGEMENTS
Your Company and its Directors acknowledge with gratitude the support
received from the Government Agencies, Financial Institutions, Banks,
Investors, Business Associates and Employees of the Company and look
forward to their continued support.
For and on behalf of the
Board of Directors
Mumbai G. P. GOENKA
May 29, 2013. Chairman
Mar 31, 2012
The Directors present the 64th Annual Report and Audited Accounts of
the Company for the year ended 3151 March, 2012.
FINANCIAL RESULTS Rs.in lacs
Year ended 18 months period
31/03/2012 ended 31/03/2011
Gross Sales 0 69
Profit before Interest, Depreciation
and Tax (925) (2580)
Interest 3027 3900
Profit before Depreciation and Tax (3952) (6480)
Depreciation 1526 2272
Profit/(Loss) before Exceptional
items & Tax (5478) (8752)
Exceptional Items 223 858
Taxation
Profit/(Loss) After exceptional
items and Tax (5701) (9610)
Surplus(Deficit) from Previous Year (44025) (34414)
Profit/(Loss) available for Appropriation (49726) (44025)
PERFORMANCE AND PROSPECTS
(a) The lockout declared w.e.f. 15th November, 2009 is still in force.
There were no manufacturing operations during the year; however the
essential services remain in operation.
(b) To generate interest free funds for revival of operations the
company entered into Agreement for sale of land with Raheja Universal
Ltd.(RUL) in 2006 07. Subsequently, the company was declared a Sick
Industrial Undertaking under Sick Industrial Companies (Special
Provision) Act, 1985 (SICA). The Board For Industrial And Financial
Reconstruction (BIFR) directed that being a sick company, the land will
have to form part of Draft Rehabilitation Scheme (DRS) under Section
18(1 )(d) of SICA and appointed Punjab National Bank (PNB) as Operating
Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of
litigation followed the BIFR Order and culminated in the Hon. Supreme
Court, which upheld the BIFR Order.
(c) The exercise of sanction of the Rehabilitation Scheme was delayed
due to aforesaid litigations and is now expected to proceed in terms of
the BIFR Order dated 16.7.2009. Further directions of BIFR regarding
sale of land under Section 18 of SICA are awaited. In the meanwhile,
the company is in the process of formulating the DRS based on estimated
current valuation of land proposed to be sold in terms of Section 18 of
SICA.
(d) The Company plan to recommence the operations as soon as proceeds
from the sale of land under the aegis of BIFR are received and the
Rehabilitation Scheme is sanctioned.
DIVIDEND
In view of the unavailability of the profit, the Directors regret their
inability to recommend any dividend for the year ended 31st March,
2012.
DIRECTORS
During the year Shri Ashok Goenka, Director resigned w.e.f. 14/09/2011
and Shri R. S. Agarwal, Director resigned w.e.f. 31/01/2012. The Board
places on record their appreciation for the valuable services and
contributions and guidance offered by both of them during their long
tenure with the Company.
The Board resolved to appoint Dr. P. P. Shastri as an Additional
Director with effect from the date of receipt of his consent to act as
Director of the Company. As per the provisions of the Companies Act,
1956 the Director who hold office upto the 64th AGM his candidatures
will be put before the 64th Annual General Meeting for appointment as
Director subject to retire by rotation in terms of Section 257 of the
Companies Act, 1956.
Further, in term of Articles of Association of the Company and Section
255 of the Companies Act, 1956 Shri P. K. Mallik retire by rotation at
the forthcoming Annual General meeting and being eligible, offers
himself for re appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, as
amended by the Companies (Amendment) Act, 2000, given below is the
Directors' Responsibility Statement; The Board of Directors state:
i) that in the preparation of the Annual Accounts for year ended 31st
March, 2012, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
ii) that the Directors had selected such accounting policies 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 year as on 31st March, 2012 and
of the loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Annual Accounts for the year ended 31st March, 2012 had
been prepared on a going concern basis.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and machinery as well
as of the environment. The working environment is periodically
monitored by drawing samples. The records of the same are maintained.
INDUSTRIAL RELATIONS
Industrial Relations during the year under review continued to remain
cordial and peaceful.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public under Section
58A of the Companies Act, 1956.
COST AUDIT
Since the plant is not in operation during the year, Exemption from the
Cost Audit is being applied for the year ending 31st March, 2012 with
the Central Government.
APPOINTMENT OF AUDITORS
M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company
retires at the forthcoming Annual General Meeting and are eligible for
re appointment. Members are requested to re appoint auditors and fix
their remuneration.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Since the plant is not in operation during the year the Energy
Conservation and Research & Development activities undertaken by the
Company as required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not prepared.
PARTICULARS OF EMPLOYEES
The Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is appended.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Revised Clause 49 of the Listing Agreement with the Stock
Exchanges, report on Corporate Governance Code and Auditors'
Certificate regarding compliance of the conditions of the Code and
Management Discussion and Analysis are part of this Annual Report.
ACKNOWLEDGEMENTS
Your Company and its Directors acknowledge with gratitude the support
received from the Government Agencies, Financial Institutions, Banks,
Investors, Business Associates and Employees of the Company and look
forward to their continued support.
For and on behalf of the Board of Directors
Mumbai G. P. GOENKA
May 23, 2012. Chairman
Sep 30, 2009
The Directors present the 62nd Annual Report and Audited Accounts of
the Company for the period of 15 months ended 30th September, 2009.
FINANCIAL RESULTS
Rs. in lacs
Particulars 15 months 15 months
period ended period ended
30/09/2009 30/06/2008
Gross Sales 3032 35597
Profit before Interest,
Depreciation and Tax (9400) (11307)
Interest 3046 3287
Profit before
Depreciation and Tax (12447) (14594)
Depreciation 1974 1916
Profit/(Loss) before
Exceptional items & Tax (14421) (16511)
Provision for diminution in the
value of long term investments. (82) (550)
Taxation
- Current Tax(including MAT/FBT) (9) (15)
- Deferred Tax Asset/(Liability) - (1156)
ProfitZ(Loss) After exceptional
items and Tax (14512) (18232)
Surplus /(Deficit) from
Previous Year (19902) (1671)
Profit/(Loss) available for
Appropriation (34414) (19902)
OPERATIONS AND PERFORMANCE
The performance of your company for the period continued to be severely
affected due to stretched financial conditions, non availability of
working capital, high fixed costs etc. resulting in the suspension of
production in Rayon division since 1st July, 2008. The production in
Nylon division continued to remain suspended during the period. The
Chemical division too worked intermittently at very low capacity
utilisation. The production activity could not be resumed/stepped-up
because of delay in receipt of land sale proceeds, the only source of
fund inflow under approved CDR Package for revival of the operations
could not be received due to non-receipt of various statutory approvals
coupled with the order of BIFR dated 16th July 2009.
REFERENCE TO BIFR
In a reference made to the Board of Industrial and Financial
Reconstruction (BIFR), the Company has beenjeclared as sick industrial
undertaking by BIFR under section 3 (1) (o) of Sick Industrial
Companies (Special Provisions) Act, 1985 (SICA) vide order dated
16.07.2009 with a direction to submit Draft Rehabilitation Scheme (DRS)
and the Punjab National Bank was appointed as Operating Agency to
finalise the DRS under section 18(d) of the said Act for approval by
BIFR . The BIFR further directed that the CDR could be the basis of
Rehabilitation Scheme provided it satisfies the provisions of SICA.
While passing the said order, BIFR imposed restriction on sale of
assets in the normal course without specifically excluding the already
contracted sale of Land thereby resulting in further delay in receipt
of balance land sale proceeds amounting to Rs. 124.55 Crs. To
facilitate the early receipt of proceeds from sale of land and
investments and revision in the cutoff date, the Company, filed an
appeal with Appellate Authority of Industrial and Financial
Reconstruction (AAIFR) and the same is pending for final orders.
Favorable outcome is expected. The DRS will be filed with BIFR and
further necessary steps will be taken towards revival of the Company as
soon as the status is clarified.
FUTURE PLANS:
Demand scenario in all Business segments in which the Company is
dealing is reasonably good. Market scenario of Viscose Rayon Yarn is
expected to be better in view of low stock level in the industry,
contraction in domestic capacity and rationalisation in the anti
dumping duties. Chemical industry is one of the fastest growing sectors
in Indian economy. The demand of Nylon Tyre Cord will depend on the
continued pick up in automotive industry. The Company needs to
rationalize its workforce to downsize it in line with the Industry
norms to make the Companys operations viable. The Company has already
drawn up plans to rationalise the manpower cost to bring it in line
with the competing industries. For this purpose, a settlement with the
recognized labour union has already been entered into for Early
Retirement Scheme for the workmen, absorption of Nylon division workmen
in other business segments, outsourcing the non-critical activities in
addition to increasing the manpower efficiency comparable to best in
the industry to become cost competitive. The company shall start
implementing the business re- engineering strategy as soon as the
balance land sale proceeds is received, which shall be utilised in
accordance with the CDR package and/or direction of BIFR/AAIFR.
FINANCE
Due to delay in receipt of land sale proceeds as explained earlier, the
Company was not able to meet its liabilities including payment to
financial institutions, employees and other creditors. With the
cooperation of all secured lenders, employees, recognized labour union
and all other stake holders, Management is confident of early sanction
of DRS, restarting the plant, implementing the business re-engineering
strategy and revival of the financial health of the Company.
DIVIDEND
In view of the losses, your Directors regret their inability to
recommend any dividend for the period of 15 months ended 30th
September, 2009.
DIRECTORS
In terms of the Articles of Association of the Company and Section 256
of the Companies Act, 1956, Shri P. K. Mallik retire by rotation at the
forthcoming Annual General meeting and being eligible, offers himself
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, as
amended by the Companies (Amendment) Act, 2000, given below is the
Directors Responsibility Statement.
The Board of Directors state:
i) that in the preparation of the Annual Accounts for the 15 months
period ended 30th September, 2009, the applicable accounting standards
had been followed along with proper explanation relating to material
departures, if any;
ii) that the Directors had selected such accounting policies 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 period of 15 months ended
30th September, 2009 and of the loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv) that the Annual Accounts for the 15 months period ended 30th
September, 2009 had been prepared on a going concern basis.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and machinery as well
as of the environment. The working environment is periodically
monitored by drawing samples. The records of the same are maintained.
INDUSTRIAL RELATIONS
Industrial Relations during the period under review continued to remain
cordial and peaceful baring few instances involving certain groups of
workmen
The Company was constrained to declare Lock-out in Mohone plant w.e.f.
15.11.09, arising out of the actions of groups of workmen not honoring
the subsisting and binding settlement signed with the recognised union
in conciliation, litigating and using coercive method to obstruct the
restarting of the plant contrary to the terms and conditions agreed
under the said settlement and thereby contributing further delay in
receipt of balance land sale proceed.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public under Section
58A/58AA of the Companies Act, 1956.
COST AUDIT
M/s. R. Nanabhoy & Co., Cost Accountants have been appointed as Cost
Auditors to conduct the audit of Cost Accounts of the Company relating
to Rayon Yarn, Nylon Tyre Cord, Caustic Soda and Sulphuric Acid for the
period of 15 months ended 30th September, 2009 subject to the approval
of the Central Government.
APPOINTMENT OF AUDITORS
M/s. Lodha & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the forthcoming Annual General Meeting and are
eligible for re-appointment. Members are requested to re-appoint them
Statutory Auditors and authorize the Board of Directors to fix their
remuneration.
As regards the observations in the Auditors report, the managements
explanations are:
1. Point No. 4(a) of the Auditors Report regarding preparation of
these Accounts on going concern basis has been clarified in Note No.
4(a) of schedule 23 Notes to the accounts.
2. Point No. 4(b) of the Auditors Report regarding accounting of
Impairment of assets has been clarified in Note No. 4(b) of schedule 23
Notes to the accounts.
3. Point No. 4(c) of the Auditors Report regarding pending
reconciliation/confirmation of certain accounts of Debtors, Creditors
and Lenders has been explained in Note No. 6 of Schedule 23 Notes to
the Account.
4. Point No. 4(d) of the Auditors Report regarding delay in
realization of sale proceeds of investments has been explained in Note
No. 5 of Schedule 23 Notes to the Account.
5. Point No. 4(e) of the Auditors Report regarding liability as may
arise from delay in payment of certain creditors/statutory dues has
been explained in Note 1(g) of Schedule 23 Notes to the Account.
6. Point No. 9(a) and 11 of the Annexure to the Auditors Report
regarding delay in meeting financial/statutory obligations has been
explained in Note No. 7 of Schedule 23 Notes to the Account.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Particulars of Energy Conservation and Research & Development
activities undertaken by the Company as required under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are annexed and form part of the Directors Report.
PARTICULARS OF EMPLOYEES
The Particulars of Employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 are appended.
REPORT ON CORPORATE GOVERNANCE
Report on Corporate Governance as stipulated under the Revised Clause
49 of the Listing Agreement with the Stock Exchanges forms part of
Annual report. A certificate from Auditors of the Company confirming
compliance of conditions of Corporate Governance as per aforesaid
clause 49 is annexed to this Report. Management Discussion and Analysis
report is also part of this Annual Report.
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for
assistance and cooperation received from the Government Agencies,
Financial Institutions, Banks, Investors and Business Associates and
look forward to their continued support. Your Directors also wish to
place on record their deep sense of appreciation for the committed
services of the employees of the Company.
For and on behalf of the Board of Directors
Mumbai, G.P. GOENKA
5th February, 2010. Chairman