Mar 31, 2016
To,
The Members,
Prag Bosimi Synthetics Limited (PBSL).
The Directors have pleasure in presenting the 24th Annual Report together with audited accounts of the Company for the year ended on 31st March, 2016
FINANCIAL RESULTS:
The financial results of your Company for the year under review are summarized below:
FINANCIAL HIGHLIGHTS |
(Rs. in Crores) |
|
2015-2016 12 Months ended 31st March 2016 |
2013-2015 18 Months ended 31st March 2015 |
|
Gross Turnover |
137.63 |
1.52 |
Turnover net of Excise duty |
137.63 |
1.52 |
Profit/ (Loss) before Depreciation, |
|
|
Interest and Taxation |
12.23 |
(5.71) |
(Add)/ Less: Interest |
(13.37) |
(19.31) |
(Add)/ Less: Depreciation |
(9.25) |
(11.96) |
Profit / (Loss) for the year |
(10.40) |
(36.98) |
Add/ (Less) Loss brought forward |
|
|
from the previous period |
(173.27) |
(136.29) |
Total Loss carried forward |
|
|
to next period/ year |
(183.67) |
(173.27) |
COMPANY''S ACTIVITIES:
Your Directors regret to inform you that during the year under review, your Company could not restart its factory operations.
Your Company did undertake some trading activities in textile related products. Keeping in view of the encouraging response received while dealing with the textile products and buoyed by both strong domestic consumption as well as recent Textile policy announced by Government of India, the Company has started a separate division named Bosimi Apparel under the Brand Name "BOSIMI"
DIVIDEND:
Due to the Loss incurred in the year under review, your directors do not recommend any dividend.
ONE TIME SETTLEMENT WITH BANKS AND FINANCIAL INSTITUTIONS:
We would also like to inform you that your company has been successful in achieving one time settlement of more than 80% of the OCCDs. The OCCD holders were IDBI (portfolio transferred to ARCIL), IFCI, Standard Chartered
Bank, UTI & GIC. We are hopeful that the remaining OCCDs will also be settled shortly.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Devang Vyas (DIN 00076459), the Director of the Company would be retiring by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting (AGM). Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed profile of the Director retiring by rotation is provided in the Notice convening the Annual General Meeting (AGM).
Shri G.M.Das (DIN 00144978), Shri Rohit P Doshi (DIN 00424996) and Smt. Deepali Rajneesh Pathak (DIN 05217417) were appointed as Independent Directors of the Company in the 23rd Annual General Meeting held on 8th July, 2015; Shri G M Das and Shri Rohit Doshi hold office for a period of 5 years whereas Smt.Deepali Pathak holds office for a period of one year. As such, she has been reappointed in the Board Meeting dated 11th August 2016 up to the date of the ensuing AGM.
Shri Mukund Trivedi (DIN 07179964) was appointed as Additional Director of the Company on 14th August 2015 to hold office upto the date of the ensuing Annual General Meeting as per provisions of the Companies Act, 2013 and the said SEBI Regulations.
Shri Ramesh Pokhriyal was appointed as CEO of the Company in its Board Meeting held on 6th March 2016. Smt Shweta Mahajan was appointed as Company Secretary and Compliance Officer of the Company on 8th March 2016 in place of Shri. Rajesh Shetty, who resigned w.e.f 29th February 2016.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.
TRANSFER TO RESERVES:
In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves. However, the Company has transferred an amount of '' 417,949,231/- to the General Reserves which has resulted from the settlement of the earlier OCCDs
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits during the year under review.
DEPRECIATION ON PLANT & MACHINERY:
Depreciation is systematically allocated over the useful life of an asset as specified in Part C of Schedule II of Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.
DIRECTORS'' RESPONSIBILTY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:
a) In the preparation of the accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for that year;
c) Proper and sufficient care was taken 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;
d) The accounts of the Company have been prepared on a going concern basis;
e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
BOARD MEETINGS:
The Board of Directors met 7 times during the year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under and the details are given in the Corporate Governance Report annexed hereto
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Mr. G. M. Das, Chairman, Independent Director
2. Mr. M.K. Das, Director and
3. Mr. Rohit Doshi, Independent Director.
The Board has in accordance with the provisions of subsection (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of Directors and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
POLICY:
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensure adequate safeguards to employees and Directors from any victimization of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
1. We have received Income Tax Order dated 22nd June 2016 for outstanding demand of '' 74.57 lakh for the Assessment years 2005-2006. In this regard, the Board had replied to the Income Tax authorities on 5th August 2016 that the Company has been incurring losses since past many years. As a consequence, the company has huge assessed carry forward losses and unabsorbed depreciation which needs to be set off against the demand raised by IT Department.
2. Company Law Board, Kolkata Bench, vide its order dated 27th May 2016 had directed the Company to register the transfer of Preference shares in favor of the Petitioner Company 3A Capital Limited despite of the fact that the said preference shares has already been cancelled by High Court, Guwahati vide its Order dated 18th December 2012.The Company had appealed against the CLB order dated 27th May 2016 in Guwahati High Court.
CORPORATE GOVERNANCE:
Your Company affirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. A separate section on compliance of Corporate Governance and a Certificate from the Auditor''s firm dated 30th May, 2016 in this regard are annexed hereto and forms a part of the Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management''s Discussion and Analysis Report, as required under Corporate Governance, forms a part of this report and gives a reflection of the current state of business. It also deals with opportunities, challenges and the outlook of the Company.
CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
There were related party transactions during the year which were done on arm length basis, the details of which has been mentioned in the Notes to Accounts, Part 1(xii) as per AS-18 in Notes forming part of the Standalone Financial Statements for the year ended 31st March 2016.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
LOANS, GUARANTEES, INVESTMENTS:
During the year, Company has not given any loan, guarantee or investment as per Section 186 of the Companies Act, 2013.
SUBSIDIARIES:
The Company has 3 subsidiary companies viz. Prag Bosimi Texurising Private Limited , Prag Bosimi Packaging Private Limited, and Prag Jyoti Textile Park Private Limited; the consolidated accounts of these Subsidiary Companies are annexed to this report along with the Cashflow statement and Notes to Accounts pursuant to the Companies Act, 2013.
For the implementation of the Textile Park project, 72,490 shares of Rs 10/- each has been allotted to the new shareholders, who will be setting up different units in the Park. As a result of this, the holding of 100% of Prag Bosimi Synthetics Limited has been reduced to 60.87%
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure ''I'' which forms part of this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2016 , made under the provisions of Section 92(3) of the Act is attached as Annexure ''II'' which forms part of this Report.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
Attendance at the meetings, Participation and contribution, Responsibility towards stakeholders, Contribution in Strategic Planning, Compliance and Governance, Participation, Performance Evaluation and updation of knowledge are the criteria''s for Performance Evaluation of Directors, Committee and Board.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review has been marked as Annexure ''III''.
OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016:
The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2016:
Mr. Rakesh Kapur, Practicing Company Secretary, Mumbai, who was appointed as Secretarial Auditor of the Company for the year 2015-16, pursuant to Section 204(1) of the Companies Act,2013 has conducted the Secretarial Audit for the said year, has furnished his report dated 30th May, 2016 and the said report forms a part of this Report hereof. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
AUDITORS:
M/s. Bharat Shroff & Company, Chartered Accountants, Mumbai and M/s. A M D & Associates, Chartered Accountants, Guwahati Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment as the Joint Auditors of the Company.
INTERNAL AUDITOR:
M/s. Dhawan Pandey & Associates, Chartered
Accountants, were appointed as Internal Auditors of the Company.
INDUSTRIAL RELATIONS/ HUMAN RESOURCES:
Your Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review. Your Company firmly believes that a dedicated workforce constitute the primary source of sustainable competitive advantage. Accordingly, human resource development continues to receive focused attention. Your Directors wish to place on record their appreciation for the dedicated and commendable services rendered by the staff and workforce of your Company.
APPRECIATION:
Your Directors take this opportunity to offer their sincere thanks to the Government of India, State Government of Assam, AIDC, Dena Bank, IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei Infrastructure Finance Limited and our valued investors who through their continued support and co-operation, have helped in your Company''s progress.
By order of the Board of Directors
Date: 30th August, 2016 Hemant B. Vyas Devang Vyas
Place: Guwahati Managing Director Director & CFO
Mar 31, 2015
The Members,
Prag Bosimi Synthetics Limited (PBSL).
The Directors have pleasure in presenting the 23rd Annual Report
together with audited accounts of the Company for the 18 months period
ended on 31st March, 2015.
SUMMARISED FINANCIAL RESULTS:
The financial results of your Company for the period under review are
summarized below:
(Rupees in Crores)
Particulars 18 months ended 18 months ended
31st March, 2015 30th September,
2013
Gross Turnover 1.52 99.75
Turnover net of Excise duty 1.52 99.75
Profit / (Loss) before Depreciation,
Interest and Taxation (5.71) (0.02)
(Add)/Less: Interest (19.31) (18.76)
(Add)/Less: Depreciation (11.96) (7.94)
Profit (Loss) for the period (36.98) (26.72)
Add/ (Less) Loss Brought forward
from the Previous period/year (136.29) (109.57)
Total Loss carried forward
to next period/year (173.27) (136.29)
COURSE OF BUSINESS:
Your directors regret to inform you that during the period under
review, your Company could not restart its operations, due to acute
financial crisis, non-restoration of power supply and settlement with
labour.
However, your Company has made representation to Assam Industrial
Development Corporation (AIDC) our joint sector partner for
rehabilitation scheme which is under active consideration. We are
regularly following up with AIDC and Government of Assam.
Your Company has made settlement with Standard Chartered Bank who was
holding OCCDs amounting to Rs. 11.34 crores plus interest amounting Rs.
3.41 crores totalling to Rs. 14.75 crores, at an amount of 20% of
principal amount i.e. at Rs. 2.26 crores. Interest was fully waived.
DIVIDEND:
Due to inadequate profits your directors have not recommended any
dividend for the current period.
DIRECTORS AND KEY MANAGERIAL PERSONS:
As per the provisions of the Companies Act, 2013 and the Articles of
Association of the Company Shri. Devang Vyas, Director (DIN: 00076459)
and Shri M.K. Das (DIN: 00179722), Director of the Company would be
retiring by rotation and being eligible, offers themselves for re-
appointment at the ensuing Annual General Meeting (AGM). Pursuant to
Clause 49 of the Listing Agreement, the detailed profile of the
Directors retiring by rotation is provided in the Notice convening the
Annual General Meeting.
Mr. Devang H Vyas (DIN: 00076459), Mr. Rohit P Doshi (DIN: 00424996)
and Mrs. Deepali Rajneesh Pathak were appointed as additional Directors
of the Company on 15/ 05/2014, 15/05/2014 and 31/03/2015 respectively
to hold office upto the date of ensuing Annual General Meeting.
Mr. Rajesh Shetty was appointed as Company Secretary of the Company on
01-09-2014 in place of Mrs. Melvita Almeida, who resigned with effect
from 25/07/2014.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the Independent
Directors under Section 149(6) of the Companies Act, 2013 confirming
their independence vis- a-vis the Company.
TRANSFER TO RESERVES
In view of loss incurred during the period under review, the Board of
Directors has not recommended transfer of any amount to reserves.
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits during the period
under review.
DEPRECIATION ON PLANT & MACHINERY
Depreciation is systematically allocated over the useful life of an
asset as specified in part C of schedule II of Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position, have
occurred between the end of the financial period of the Company and
date of this report.
DIRECTORS' RESPONSIBILTY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of
your Company confirm that:
a. in the preparation of the accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b. such accounting policies have been selected and applied consistently
and the Directors made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the loss of the Company for
that period;
c. proper and sufficient care was taken 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;
d. the accounts of the Company have been prepared on a going concern
basis;
e. internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
f. proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively;
BOARD MEETINGS:
The Board of Directors met 12 times during the period ended 31st March,
2015 in accordance with the provisions of the Companies Act, 2013 and
rules made there under.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted
by the Board of Directors of the Company in accordance with the
requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Mr.G. M. Das, Chairman, Independent Director
2. Mr. M.K. Das Director and
3. Mr. Rohit Doshi Independent Director.
The Board has in accordance with the provisions of sub- section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and
payment of remuneration to the Directors of the Company, are as under:
Minimum Qualification
Positive Attributes
Independence
Experience
RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,
and define a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions
and corporate functions. Key business risks and their mitigation are
considered in the annual/ strategic business plans and in periodic
management reviews.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed
"Vigil Mechanism Policy" for Directors and employees of the Company
to provide a mechanism which ensures adequate safeguards to employees
and Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's
operations in future.
CORPORATE GOVERNANCE:
Your Company affirms its commitment to Corporate Governance and is
fully compliant with the conditions of Corporate Governance stipulated
in Clause 49 of the Listing Agreement with Stock Exchanges. A separate
section on compliance of Corporate Governance and a Certificate from
the Auditor's firm and practising Company Secretary dated 30th May,
2015 in this regard are annexed hereto and forms a part of the Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report, as required under
Corporate Governance, is forming a part of this report and gives a
reflection of the current state of business. It also deals with
opportunities, challenges and the outlook of the Company.
CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
There are no transactions/contracts/arrangements entered by the Company
with related party(ies) as defined under the provisions of Section
2(76) of the Companies Act, 2013, during the financial year under
review.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
period under review, no material or serious observation has been
received from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
During the period Company has given Corporate Guarantee in respect of
its subsidiary namely Prag Jyoti Textile Park Pvt. Ltd. for raising
funds to the tune of Rs. 22 crores.
SUBSIDIARIES:
The Company has 3 subsidiary companies; the consolidated accounts of
these Subsidiary Companies are annexed to this report along with the
statement pursuant to the Companies Act, 2013.
Prag Jyoti Textile Park Private Limited has recently received approval
from Central Government for setting up the Textile Park and we have
taken necessary steps for implementation of the Textile Park.
Since our subsidiary Prag Jyoti Textile Park Private Limited has now
got approval for setting up the Textile Park, now our other
subsidiaries namely Prag Bosimi Texurising Private Limited and Prag
Bosimi Packaging Private Limited can commence commercial operations
shortly.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo etc. are furnished in
Annexure I which forms part of this Report..
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial period ended 31st
March 2015 made under the provisions of Section 92(3) of the Act is
attached as Annexure II which forms part of this Report.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
Attendance at the meetings, Participation and contribution,
Responsibility towards stakeholders, Contribution in Strategic
Planning, Compliance and Governance, Participation, Performance
Evaluation and Updation of Knowledge are the criteria's for Performance
Evaluation of Directors, Committee and Board.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial period
under review has been marked as Annexure III.
OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE PERIOD ENDED
31ST MARCH 2015:
The observations made by the Statutory Auditors in their report for the
financial period ended 31st March 2015 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
SECRETARIAL AUDIT REPORT FOR THE PERIOD ENDED 31ST MARCH 2015:
Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. CS Rakesh Kapur, Practicing Company Secretary had
been appointed to issue Secretarial Audit Report for the period 13-15.
Secretarial Audit Report issued by Rakesh Kapur, Company Secretary in
Form MR-3 for the financial year 2014-15 forms part to this report. The
said report does not contain any observation or qualification requiring
explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place has been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
AUDITORS:
M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; and M/s. A
M D & Associates, Chartered Accountants, Guwahati Auditors of the
Company will retire at the forthcoming Annual General Meeting, and
being eligible, offer themselves for re-appointment seek appointment as
the Auditors of the Company.
SECRETARIAL AUDITOR:
Rakesh Kapur, Company Secretary, Mumbai, is appointed as Secretarial
Auditor of the Company.
INTERNAL AUDITOR:
M/s. Dhawan Pandey & Associates, Chartered Accountants, are appointed
as Internal Auditors of the Company.
INDUSTRIAL RELATIONS/ HUMAN RESOURCES:
Your Company maintained healthy, cordial and harmonious
industrial relations at all levels during the period under review. Your
Company firmly believes that a dedicated workforce constitute the
primary source of sustainable competitive advantage. Accordingly, human
resource development continues to receive focused attention. Your
Directors wish to place on record their appreciation for the dedicated
and commendable services rendered by the staff and workforce of your
Company.
APPRECIATION:
Your Directors take this opportunity to offer their sincere thanks to
the Government of India, State Government of Assam, AIDC, Dena Bank,
IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its
subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank
of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei
Infrastructure Finance Limited and our valued investors who through
their continued support and co-operation, have helped in your Company's
progress.
By order of the Board of Directors
Date: 30th May, 2015 Hemant B. Vyas Devang Vyas
Place: Guwahati Managing Director Director
Sep 30, 2013
To, The Members of Prag Bosimi Synthetics Limited (PBSL).
The Directors have pleasure in presenting the 22nd Annual Report
together with audited accounts of the Company for the 18 months period
ended on 30th September, 2013.
FINANCIAL RESULTS:
The financial results of your Company for the period under review are
summarized below:
(Rupees in Crores)
Particulars 18 months
ended 18 months
ended
30th
September,
2013 31st March,
2012
Gross Turnover 99.75 0.09
Turnover net of Excise duty 99.75 0.09
Profit / (Loss) before
Depreciation, Interest and Taxation (0.02) (6.48)
(Add)/Le"ss: Interest (18.76) (13.73)
(Add)/Less: Depreciation (7.94) (3.53)
(Add)/Less: Write back Depreciation Nil 11.65
Profit (Loss) for the period (26.72) (12.09)
Add/ (Less) Loss Brought
forward from the Previous
period/year (109.57) (97.48)
Total Loss carried forward to
next period/year (136.29) (109.57)
COURSE OF BUSINESS AND OUTLOOK:
During the current period your company has installed one more
texturising machine which will add value to the final product. Further,
your company has also made capital commitments towards installation of
new spinning line which will increase the capacity by approximately
6000 MT p.a. The installation work is in progress and it is expected
that the installation will be completed this year.
Further, we would like to inform you that during the current period
Assam State Electricity Board (ASEB) had raised some bills for the
period when the company was not in operation. The Company has disputed
this claim of ASEB and has represented to ASEB to waive such erroneous
claim. However, ASEB has arbitrally, without giving us an opportunity
of being heard, disconnected the power supply. As such, the company has
suspended its operations.
However, your company has taken up the issue with Assam Industrial
Development Corporation (AIDC), our Joint Sector Partner & with Assam
Government. We hope that the matter will be resolved shortly and plant
will resume production.
DIVIDEND:
Due to inadequate profits your directors have not recommended any
dividend for the said period.
DIRECTORS:
As per the provisions of the Companies Act, 1956 and the Articles of
Association of the Company Shri. Girindra Mohan Das and Shri Devang H.
Vyas, Directors of the Company would be retiring by rotation and being
eligible, offers themselves for re-appointment at the ensuing Annual
General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement,
the detailed profile of the Directors retiring by rotation is provided
in the Notice convening the Annual General Meeting.
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits during the period
under review.
DEPRECIATION ON PLANT & MACHINERY:
The Company has been advised that its decision not to provide any
depreciation on that part of its Plant because of non user of the same
is not violative of any provisions of the Companies Act, 1956.
Accordingly, the Company has charged depreciation on that part which
was put to use during the period.
DIRECTORS'' RESPONSIBILTY STATEMENT: Pursuant to Section 217 (2AA) of
the Companies Act, 1956, the Directors of your Company confirm that:
(a) in the preparation of statement of accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(b) the Directors have in the selection of the accounting policies,
consulted the Statutory Auditors and have 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 period viz., 30th September, 2013 and of the loss
of the Company for the period ended on that date;
(c) the Directors have taken proper and sufficient care, to the best of
their knowledge and ability, for the maintenance of adequate accounting
records in accordance with provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE:
Your Company affirms its commitment to Corporate Governance and is
fully compliant with the conditions of Corporate Governance stipulated
in Clause 49 of the Listing Agreement with Stock Exchanges. A separate
section on compliance of Corporate Governance and a Certificate from
the Auditor''s firm dated 9th December, 2013 in this regard is annexed
hereto and forms a part of the Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management''s Discussion and Analysis Report, as required under
Corporate Governance, is forming a part of this report and gives a
reflection of the current state of business. It also deals with
opportunities, challenges and the outlook of the Company.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules 1975.
SUBSIDIARIES:
The Company has 3 wholly owned subsidiary companies; the Consolidated
accounts of these Subsidiary Companies are annexed to this report along
with the statement pursuant to Section 212 of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
The information required under 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 relating to conservation of energy,
technology absorption, and foreign exchange earnings and outgo is given
in Annexure forming part of this report.
IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON
"GREEN INTIATIVES IN CORPORATE GOVERNANCE":
With effect from this period the Company has implemented the "Green
Initiative" as per Circular No.17/2011 dated April 21, 2011 and
Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of
Corporate Affairs to enable electronic delivery of notices/documents
and annual reports to the shareholders.
AUDITORS:
M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; and M/s. A
M D & Associates, Chartered Accountants, Guwahati Auditors of the
Company will retire at the forthcoming Annual General Meeting, and
being eligible, offer themselves for re-appointment seek appointment as
the Auditors of the Company.
INDUSTRIAL RELATIONS/ HUMAN RESOURCES:
Your Company maintained healthy, cordial and harmonious industrial
relations at all levels during the period under review. Your Company
firmly believes that a dedicated workforce constitute the primary
source of sustainable competitive advantage. Accordingly, human
resource development continues to receive focused attention. Your
Directors wish to place on record their appreciation for the dedicated
and commendable services rendered by the staff and workforce of your
Company.
APPRECIATION:
Your Directors take this opportunity to offer their sincere thanks to
the Government of India, State Government of Assam, AIDC, DenaBank,
IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its
subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank
of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei
Infrastructure Finance Limited and our valued investors who through
their continued support and co-operation, have helped in your Company''s
progress.
By order of the Board of Directors
Place: Guwahati Hemant B. Vyas S.K.Saha
Date: 09th December, 2013 Managing Director Whole Time Cum Finance
Director
Mar 31, 2012
To, The Members of Prag Bosimi Synthetics Limited (PBSL).
The Directors have pleasure in presenting the 21st Annual Report
together with audited accounts of the Company for the 18 months period
ended on 31st March, 2012.
FINANCIAL RESULTS:
The financial results of your Company for the period under review are
summarized below:
(Rupees in Crores)
Particulars 18 months ended 12 months ended
31 March, 2012 30th September, 2010
Gross Turnover 0.09 0.00
Turnover net of Excise duty 0.09 0.00
Profit / (Loss) before
Depreciation,
Interest and Taxation (6.53) (13.30)
(Add)/Less: Interest (13.73) (1.00)
(Add)/Less: Depreciation (3.53) (13.42)
(Add)/Less: Write back
Depreciation 11.65 0.00
Profit (Loss) for the period (12.14) (27.72)
Add/ (Less) Loss Brought forward
from the Previous period/year (97.48) (69.76)
Total Loss carried forward to
next period/year (109.62) (97.48)
COURSE OF BUSINESS AND PERFORMANCE:
Your Company has gone into production from the month February, 2012
which had been in standstill due to various unavoidable reasons from a
long period of time. Your Company has also started producing various
value added yarn like Draw Texturised Yarn (DTY) and Dope Dyed
Partially Oriented Yam (POY) with different denier and filaments. Also
the manufacturing of Micro POY is in process to add further comfort and
softer feel to the high end fabric. Apart from the above value added
products, the company is in the process of making Texturised Dyed Yarns
through in-house dyeing facilities. Your Company's products have been
well accepted in markets in India. Your Company has also started
exporting its products.
Your Directors report to you that in order to start claiming the
various incentives available to the Company under North East Industrial
Investment Promotion Policy, 2007, your Company requires an additional
investment of Rs. 18 crores approx to be made. Company has already
committed an investment approximately of Rs. 16 crores and the balance
of Rs. 2 crores to meet the eligibility will be invested shortly.
In last Annual Report we had informed about the formation of three
wholly owned subsidiaries namely Prdg Bosimi Packaging Private Limited,
Prag Bosimi Texurising Private Limited and Prag Jyoti Textile Park
Private Limited. Out of these three, Prag Bosimi Packaging Private
Limited has already started functioning and looking for expansion and
introduction of new range of products. Prag Bosimi Texurising Private
Limited has not yet started commerci3l production. So far as Prag Jyoti
Textile Park Private Limited is concerned the matter is under active
consideration by the Government of India for final clearance.
DIVIDEND:
Due to inadequate profits your directors have not recommended any
dividend for the said period.
DIRECTORS:
As per the provisions of the Companies Act, 1956 and the Articles of
Association of the Company Shri. M. K. Das and Shri. N.G.Vedak,
Directors of the Company would be retiring by rotation and being
eligible, offers themselves for re-appointment at the ensuing Annual
General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement,
the detailed profile of the Directors retiring by rotation is provided
in the Notice convening the Annual General Meeting.
Dr. M. K. Sinha has resigned from the Board w.e.f. 26th April, 2011 and
Shri. B. P. Muktieh has resigned as the Director of the Company w.e.f
29th September, 2010. The Board takes this opportunity to place on
record its appreciation of the service rendered by them as the Director
of the Company during his tenure.
Shri. Rohit P. Doshi was appointed on the Board as an Additional
Director with effect from 04th August, 2011. He shall hold office until
the ensuing Annual General Meeting. The Company has received notice
from member pursuant to Section 257 of the Companies Act, 1956
signifying their intention to propose the candidature of Shri. Rohit P.
Doshi as Director of the Company.
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits during the period
under review.
DEPRECIATION ON PLANT & MACHINERY:
The Company has been advised that its decision not to provide any
depreciation on that part of its Plant because of non user of the same
is not violative of any provisions of the Companies Act, 1956.
Similarly, the Company has also been advised that its decision to write
back depreciation on its Plant & Machinery because on non user is not
violative of any provisions of the Companies Act, 1956. Accordingly,
the qualification in the auditors' report on this aspect stands
clarified.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
of your Company confirm that:
(a) in the preparation of statement of accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(b) the Directors have in the selection of the accounting policies,
consulted the Statutory Auditors and have 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 period viz., 31st March, 2012 and of the loss of
the Company for the period ended on that date;
(c) the Directors have taken proper and sufficient care, to the best of
their knowledge and ability, for the maintenance of adequate accounting
records in accordance with provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE:
Your Company affirms its commitment to Corporate Governance and is
fully compliant with the conditions of Corporate Governance stipulated
in Clause 49 of the Listing Agreement with Stock Exchanges. A separate
section on compliance of Corporate Governance and a Certificate from
the Auditor's firm dated 01st September, 2012 in this regard is annexed
hereto and forms a part of the Report. MANAGEMENT DISCUSSION AND
ANALYSIS:
A detailed report on Management Discussion and Analysis is set out in a
separate statement attached hereto and forming part of the report.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules 1975.
SUBSIDIARIES:
The Company has 3 wholly owned subsidiary companies; the Consolidated
accounts of these Subsidiary Companies are annexed to this report along
with the statement pursuant to Section 212 of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
The information required under 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 relating to conservation of energy,
technology absorption, and foreign exchange earnings and outgo is given
in Annexure forming part of this report.
IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON
"GREEN INTIATIVES IN CORPORATE GOVERNANCE":
With effect from this period the Company has implemented the "Green
Initiative" as per Circular No. 17/2011 dated April 21, 2011 and
Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of
Corporate Affairs to enable electronic delivery of notices/documents
and annual reports to the shareholders.
AUDITORS:
M/s Bharat Shroff & Company, Chartered Accountants, Mumbai; Auditors of
the Company will retire at the forthcoming Annual General Meeting, and
being eligible, offer themselves for re-appointment. M/s. AMD &
Associates, Chartered Accountants, Guwahati seek appointment as the
Auditors of the Company in place of M/s H. Khaund & Co. at this Annual
General Meeting and will retire at the forthcoming Annual General
Meeting. The appointment of M/S AMD & Associates, Chartered Accountants
in place of M/s H. Khaund & Co is due to the sudden sad demise of Mr.
H. Khaund on 21st June, 2012. The Board takes this opportunity to
place on record appreciation of the service rendered by Mr. H. Khaund
as the Auditor of the Company during his tenure.
INDUSTRIAL RELATIONS/ HUMAN RESOURCES:
Your Company maintained healthy, cordial and harmonious industrial
relations at all levels during the period under review. Your Company
firmly believes that a dedicated workforce constitute the primary
source of sustainable competitive advantage. Accordingly, human
resource development continues to receive focused attention. Your
Directors wish to place on record their appreciation for the dedicated
and commendable services rendered by the staff and workforce of your
Company.
APPRECIATION:
Your Directors take this opportunity to offer their sincere thanks to
the Government of India, State Government of Assam, AIDC, Dena Bank,
IDBI, Standard Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its
subsidiaries, SBI, NEDFI, Allahabad Bank, Bank of Baroda, Central Bank
of India, UCO Bank, Indusind Bank, North East Frontier Railways, Srei
Infrastructure Finance Limited and our valued investors who through
their continued support and co-operation, have helped in your Company's
progress.
By order of the Board of Directors
(Hemant B. Vyas) (S.K. Saha)
Place : Guwahati Managing Director Whole Time cum
Date : 01st September, 2012 Finance Director
Sep 30, 2010
The Directors have pleasure in presenting the 20th Annual Report and
Accounts for the 12 months year ended on 30th September, 2010. The
performance of the company is summarized below:
(Rs. in Crores)
Particulars 12 months ended 18 months ended
30th September, 2010 30th September, 2009
Gross Turnover 0.00 0.01
Turnover net of Excise duty 0.00 0.01
Profit / (Loss) before Depreciation.
Interest and Taxation (13.18) (5.79)
(Add)/Less: Interest (1.00) (0.12)
(Addl/Less: Depreciation (13.42) (5.39)
Profit/(Loss) after Depreciation,
Interest and Taxation (27,60) (11.31)
Add/(Less):
Income/ Expenses of prior years (0.12) 52.74
Profit (Loss) tor the period (27.72) 41.43
Add/ (Less) Loss Brought forward
from the Previous year (69.76) (111.19)
Total Loss carried forward to next year (97.48) (69.78)
Your directors report that your company has completed the Corporate
Debt Restructuring (CDR) Settlement by allotment of 8% Optionally
Cumulative Convertible Debentures (OCCDs) for ? 57,52,17,500/- to
various Financial Institutions, Banks and Insurance companies.
As the CDR process is now completed, your directors have initiated to
move to the Honorable High Court for cancellation of Cumulative
Convertible Preference Shares (CCP), Redeemable Cumulative Convertible
Preference Shares (RCCP). Such cancellation will result in Capital
Redemption Reserve of Rs. 81,46,25,000/- which will be used to adjust
the carry forward loss; subject to approval of High Court.
Your plant is now ready to restart production subject to availability
of working capital. We are confident that need based working capital
will be available shortly from the banking system and thereafter your
company will restart production. Your directors expect that your
company will achieve full capacity utilisation shortly after it
restarts production.
To ensure smooth functioning in future, the company has taken necessary
steps for the purpose of expansion of
capacity/modernisation/refurbishing. The company has taken following
major steps for revival and smooth functioning/expansion:
i. Company has appointed various technical consultants for refurbishing
of entire plant. Entire refurbishment work has been completed
satisfactorily.
ii Restoration of 132 KVA dedicated High Tension Power supply by ASEB
at site with required transformers.
iii. Installation of new UPS System with Battery bank for
uninterrupted power supply.
iv. The company is also in process of de-bottlenecking and
installation of new spinning line.
v. The company is in the process of installing new Ultra Modern High
Speed Texturising Machines of reputed manufacturers.
vi. The company is also in the process of installing :-
a. One number of EMS Inventa Line with 16 positions of 8 ends each
(Total 128 ends)
b. One number Micro Spinning Line with 24 positions of 6 ends each
(Total 144 ends)
vii. Expansion and modernisation of its auxiliary units viz.
injection moulding and corrugated box unit.
viii. Installation of necessary additional utility supports system,
Cooling Tower, Water Treatment Plant, Chillers, etc.
ix. Recruitment of senior personnel and other necessary manpower.
x. Revival of Agents/Dealers Network for sale of products
manufactured.
Your company has undertaken total capital outlay of Rs. 45- 50 crores
approx. for achieving modernisation/expansion/ revival process. The
company has committed for spending necessary amount for the said
purpose.
Your company has formed a wholly owned subsidiary company for
implementing the Textile Park Project. The Company approached Assam
Industrial Development Corporation Limited to set up a Textile Park on
the surplus land available with the company and has now received a
formal approval to set up a Textile Park. Total cost of the project
will be ? 50 crores to be financed by way of grant of Rs. 40 crores
from Government of India. Prag Bosimis contribution to the tune of
Rs. 10 crores will be in form of land. Thus, your company will not have
any financial burden on this account. When the Textile Park will be in
operation, it will be in a position to absorb substantial production of
PBSL. Eventually, this will reduce Prag Bosimis Marketing, Selling &
Transportation costs. Detailed Project Report (DPR) for the Textile
Park has been submitted to Textile Ministry, Government of India. We
are in constant touch with the Ministry and your company expects
approval shortly.
All the above measures will go a long way to improve your companys
financial viability independent of North East Industrial Policy.
As required under Corporate Governance, the Managements Discussion and
Analysis Report which is forming a part of this report is a reflection
of the current state of business. It also deals with opportunities and
threats faced by your Company and the future outlook.
DIVIDEND:
Due to financial loss your directors have not recommended any dividend
for the said year.
DIRECTORS:
Shri. Girindra Mohan Das and Shri. Devang H. Vyas, Directors of the
Company, retire by rotation and being eligible, offers themselves for
re-appointment at the
ensuing Annual General Meeting (AGM). Pursuant to Clause 49 of the
Listing Agreement, the detailed profile of the Directors retiring by
rotation is provided in the Notice convening the Annual General
Meeting.
Dr. M. K. Sinha has resigned from the Board w.e.f. 26th April, 2011.
The Board takes this opportunity to place on record its appreciation of
the service rendered by him as a Director of the Company during his
tenure.
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits under section 58A of
the Companies Act, 1956 during the period under review.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) In the preparation of statement of accounts, the applicable
accounting standards have been followed and that there are no material
departures;
(b) The Directors have 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 financial year and of the loss of the
Company for the year;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(d) The Directors have prepared the accounts on a going concern basis.
CORPORATE GOVERNANCE:
The Company has taken steps to comply with the mandatory provisions of
clause 49 of the Listing Agreement and a separate report on Corporate
Governance is enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forming part of this report is given
separately.
PERSONNEL:
None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules 1975.
SUBSIDIARIES:
The Company has wholly owned subsidiary companies; the Consolidated
accounts of these Subsidiary Companies have not been attached to this
Annual Report as the Incorporation of the Subsidiary Companies is after
the year ended 30th September, 2010.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
The information required under 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 relating to conservation of energy,
technology absorption, and foreign exchange earnings and outgo is given
in Annexure forming part of this report.
APPOINTMENT OF COMPANY SECRETARY:
Pursuant to the requirement under Section 383A of the Companies Act,
1956 with respect to the appointment of Company Secretary, the Company
has appointed Ms. Melvita Almeida an Associate Member of The Institute
of Company Secretaries of India (ICSI) as a Company Secretary of the
Company with effect from 14th April, 2011.
IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON
"GREEN INTIATIVES IN CORPORATE GOVERNANCE":
The Company has implemented the "Green Initiative" as per Circular No.
17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29,
2011 issued by the Ministry of Corporate Affairs to enable electronic
delivery of notices/ documents and annual reports to the shareholders.
AUDITORS:
M/s. H. Khaund & Company, Chartered Accountants, Guwahati and M/s
Bharat Shroff & Company, Chartered Accountants, Mumbai; Auditors of the
Company will retire at the forthcoming Annual General Meeting, and
being eligible, offer themselves for re-appointment. The Company has
received a certificate from both the Audit firms to the effect that
their re-appointment, if made, would be in accordance with Section
224(1 B) of the Companies Act, 1956. The Board recommends their
re-appointment.
APPRECIATION:
Your Directors take this opportunity to offer their sincere thanks to
the Government of India, Government of Assam, AIDC, IDBI, Standard
Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI,
Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank,
Indusind Bank, North East Frontier Railways, Srei Infrastructure
Finance Limited and our valued investors for their unstinted support
and assistance and look forward to their continuing support and
encouragement in enabling Company to realise its vision of brighter
tomorrow and ushering in of rapid economic development of Assam and the
Northeast region.
Your Directors also wish to place on record deep appreciation of the
dedicated and sincere efforts put in by the employees of the Company at
all levels.
By order of the Board of Directors
(Hemant B. Vyas) (S.K. Saha)
Managing Director Whole Time cum Finance
Director
PLACE: Guwahati
DATE : 31st May, 2011
Sep 30, 2009
The Directors hereby present their Nineteenth Annual Report together
with Audited Statement of Accounts of your Company for the 18-months
period ended on 30th September 2009. The performance of the Company is
summarized below.
(Rupees in Crores)
18 months 18 months
ended ended
30th September, 31 si March
2009 2008
Gross Turnover 0.01 0.06
Turnover net of Excise duty 0.01 0.04
Profit / (Loss) before Depreciation
Interest and Taxation (5.79) (16.84)
(Add)/Less: Interest (0.12) (8.80)
(Add)/Less: Depreciation (5.39) (5.47)
Profit/(Loss) after Depreciation,
Interest and Taxation (11.31) (31.11)
Add/(Less): Income/ Expenses
of prior years 52.74 (1.25)
Profit/(Loss) for the period 41.43 (32.36)
Add/ (Less) Loss Brought forward
from the Previous year (111.19) (78.83)
Total Loss carried forward
to next year (69.76) (111.19)
Your Directors regrettably report that your Company has still not
started the production, but your Directors are happy to inform you that
your Company is in the process of implementing the Corporate Debt
Restructure (CDR) scheme approved for your Company and first payment
towards cash portion of CDR Settlement has been made to all the
lenders. Your Company has been sanctioned a loan of Rs. 37 crores by
Srei Infrastructure Finance Ltd. towards (a) payment of cash component
of the settled amount of the Financial Institutions and banks under CDR
Scheme; (b) restarting of the plant and (c) working capital margin.
This loan of Srei Infrastructure Finance Ltd. is secured by the 1st
charge on the entire fixed assets of the company, personal guarantee of
Shri. H. B. Vyas, Managing Director of the company and mortgage of
additional property valued approximately Rs. 87 Crores, jointly owned
by Shri. H. B. Vyas, Managing Director & M/s. Nandraj Developers Pvt.
Ltd. It may be mentioned here Shri. N. G. Vedak, one of the Directors
of M/s. Nandraj Developers Pvt. Ltd., has recently joined the Board of
your Company.
We give below the gist of the CDR proposal which has finally
been approved:-
1) For Financial Institutions :-
i) 75% of the principal amount has been waived
ii) Entire accrued interest has been waived
iii) Settlement has been arrived at 25% of principal amount. The
settled amount has to be paid as follows : -
a) 25% to be paid upfront
b) For balance 75%, Optionally Cumulative Convertible Debentures have
to be issued.
2) For Working Capital Bankers
i) 80% of the amount outstanding as on 31/12/2005 has been waived.
ii) Settlement has been arrived at 20% of the amount outstanding as on
31.12.2005. The settled amount to be paid as follows : -
a) 25% to be paid upfront
b) For balance 75% Optionally Cumulative Convertible Debentures have to
be issued.
As per CDR Scheme an amount of Rs. 19.18 crores representing the cash
portion of the settlement has been paid to all the Financial
Institutions and banks. For the balance settlement amount to the tune
of Rs. 57.54 Crores, 8% Optionally Cumulative Convertible Debentures
(OCCD) have to be issued. Your approval is required for issue of such
OCCD. As such your Directors have included this issue in the notice
conveying this Annual General Meeting. The explanatory statement for
this purpose has been given in the appropriate place in the Annual
Report.
Financial Institutions led by IDBI have also subscribed to Cumulative
Convertible Preference Shares (CCPS) and Redeemable Cumulative
Convertible Preference Shares (RCCPS). These have also been subject to
CDR. In terms of CDR these CCPS & RCCPS have to be cancelled from the
books of accounts. However, such cancellation as per the provisions of
the Companies Act 1956 require approval of High Court after this
proposal has formally been approved by the shareholders. CCPS & RCCPS
will remain in the books of accounts till the approval of the High
Court.
Your Directors are happy to inform you that as a result of
implementations of CDR, Companys debt has come to a level which is not
only sustainable but also favourable in the industry comparison. The
accounting effect of OTS has been given in the accounts in accordance
with generally accepted accounting principles after discussing with
statutory auditors of the Company.
Consequent to OTS your Company has capitalized the amount remaining in
the capital work in progress on 30.09.2009. This has been done in
accordance with the accepted accounting principles and after discussion
with the statutory auditors. Your Directors have taken steps for
restarting of your Plant. Suitable Memorandum of Understanding (MOU)
has been signed between the Company & the union representing Companys
workers, engineers, supervisors etc. This MOU will also take care of
the smooth working of the Company in future. The Company has appointed
M/s. R. C. Sharma, Engineers & Consultants having vast experience in
the field of Polyester industry to take up the total restarting
activities of the Plant. The progress in this regard has so far been
satisfactory. We expect to restart the plant by February, 2011. Your
Directors have initiated the process of discussion with some bankers
for working capital requirement. Your Directors are confident that the
Company will get the need based working capital facility from the
banking system.
Your Directors have decided to implement the textile park project of
the Company through its wholly owned subsidiary company and initiated
necessary action for the purpose. As required under Corporate
Governance, the Managements Discussion and Analysis Report which is
forming a part of this report is a reflection of the current state of
business. It also deals with opportunities and threats faced by your
Company and the future outlook. DIVIDEND:
Due to financial loss your directors have not recommended any dividend
for the said period.
DIRECTORS:
Shri M. K. Das and Dr. M.K. Sinha, Directors of the Company, retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting (AGM).
. Pursuant to Clause 49 of the Listing Agreement, the detailed
profile of the Directors retiring by rotation is provided in the Notice
convening the Annual General Meeting. Shri A.K- Choudhary and Shri B.
H. Bachkaniwala have resigned from the Board w.e.f. 31st July, 2009 and
23rd August 2010 respectively. The Board takes this opportunity to
place on record its appreciation of the service rendered by both of
them as a Director of the Company during their tenure. Shri N.-G.
Vedak was appointed on the Board as an Additional Director with effect
from 15th July, 2010. He shall hold office until the ensuing Annual
General Meeting. The Company has received notice from members pursuant
to Section 257 of the Companies Act, 1956 signifying their intention to
propose the candidature of Shri N. G. Vedak as Director of the Company.
PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits under Section 58A of
the Companies Act, 1956 during the period under review.
DIRECTORS RESPONSIBILTY STATEMENT: Your Directors hereby confirm that:
(a) In the preparation of statement of accounts, the applicable
accounting standards have been followed, unless otherwise stated;
(b) The Directors have 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 financial period and profit or loss of
the Company for the period;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularities;
(d) The Directors have prepared the accounts on a going concern basis.
CORPORATE GOVERNANCE:
The Company has taken steps to comply with the mandatory provisions of
clause 49 of the Listing Agreement and a separate report on Corporate
Governance is enclosed. MANAGEMENT DISCUSSION AND ANALYSIS: Management
Discussion and Analysis forming part of this report is given
separately.
PERSONNEL:
None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
The information required under 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 relating to conservation of energy,
technology absorption, and foreign exchange earnings and outgo is given
in Annexure forming part of this report.
APPOINTMENT OF COMPANY SECRETARY:
Pursuant to the requirement under Section 383A of the Companies Act,
1956 with respect to the appointment of Company Secretary, the Company
has appointed Shri Mantosh Vishwakarma a Associate Member of The
Institute of Company Secretaries of India (ICSI) as a Company Secretary
of the Company with effect from 15th April, 2010.
AUDITORS:
M/s. H.Khaund & Company, Chartered Accountants, Auditors of the Company
will retire at the forthcoming Annual General Meeting, and being
eligible, offer them for re-appointment along with Bharat Shroff &
Company, Chartered Accountants, Mumbai as a Joint Auditors of the
Company. The Company has received a certificate from both the Audit
firms to the effect that their re-appointment/appointment, if made,
would be in accordance with Section 224(1 B) of the Companies Act,
1956. The Board recommends their re-appointment/appointment.
APPRECIATION
Your Directors take this opportunity to offer their sincere thanks to
the Government of India, Government of Assam, AIDC, IDBI, Standard
Chartered Bank, IFCI Ltd, LIC, UTI, GIC & its subsidiaries, SBI, NEDFI,
Allahabad Bank, Bank of Baroda, Central Bank of India, UCO Bank,
Indusind Bank, North- East Frontier Railways, Srei Infrastructure
Finance Limited and our valued investors for their unstinted support
and assistance and look forward to their continuing support and
encouragement in enabling Company to realise its vision of brighter
tomorrow and ushering in of rapid economic development of Assam and the
Northeast region.
Your Directors also wish to place on record deep appreciation of the
dedicated and sincere efforts put in by the employees of the Company at
all levels.
By order of the Board ot Directors
DATE: 19th November, 2010 (Hemant B. Vyas) (S. K. Saha)
PLACE: Guwahati Managing Director Wholetime Director