Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 28th Annual Report and
Audited Financial Statements for the financial year ended 31st March,
2015 of the Company. Consolidated performance of the Company and its
subsidiaries has been referred to wherever required.
Financial Results
The Company's financial performance for the year under review along
with previous year figures are given hereunder:
(Rs. in Lacs)
Particulars FY 2014-15 FY 2013-14
Total Income 296.88 259.16
Profit / (Loss) before Depreciation (2364.96) (2174.47)
/amortization
Less: Depreciation 2993.75 2261.75
Less: Amortization (including Goodwill) 1126.47 1137.76
Profit / (Loss) before tax (6485.18) (5573.98)
Less: Provision for taxation 1.11 330.46
Profit / (Loss) after tax (6486.29) (5904.44)
Less: Prior Period Expense / (Income) 9.88 1.96
Less: Minority Interest - -
Profit available for appropriation (6496.17) (5906.40)
Appropriations: - -
Transfer to General Reserve
Proposed Dividend
Tax on Dividend
Balance carried to Balance Sheet (6496.17) (5906.40)
Review of Performance & Management discussion and Analysis
In accordance with the requirements of the Listing Agreements, a
consolidated Financial Statement of the Company is also included in
this Annual Report comprising Wholly owned subsidiary companies -
Warana Minerals Private Limited, Shri Warana Minerals (India) Private
Limited, Resurgere Sponge Iron Limited, Resurgere Ferro Alloys Limited,
Resurgere Industries Limited, Resurgere International FZE - a 100%
non-integral foreign subsidiary and 70% proportionate interest in the
jointly controlled entity i.e. Resurgere Coal India LLP.
The total net sale has increased by Rs. 37.72 lacs from Rs. 259.16 Lacs
last year to Rs. 296.88 Lacs this year. The company has incurred a loss
of Rs. 6,496.17 Lacs during the current financial year under review.
Dividend
No Dividend was declared for the current financial year due to
conservation of Profits/due to loss incurred by the Company /due to
insufficient profit.
Transfer carried to Reserves
The Company has not transferred any amount to the Reserve account
during the period under review. .
Subsidiary (s) / Associate / Joint Venture Companies
As on March 31, 2015, your company has six subsidiary companies,
namely:
1. M/s Warana Minerals Private Limited
2. M/s Shri Warana Minerals (India) Private Limited
3. Resurgere International FZE
4. M/s Resurgere Sponge Iron Limited
5. M/s Resurgere Ferro Alloys Limited
6. M/s Resurgere Industries Limited
The above companies are wholly owned subsidiaries of the company as on
31st March, 2015. The accounts of these subsidiaries have been prepared
for the financial year ending 31st March, 2015. In addition to the
above, your company has one limited liability partnership namely
"Resurgere Coal India LLP" with a 70% stake. All the subsidiaries are
non-material and non-listed subsidiary companies as defined under
Clause 49 of the Listing Agreement (s) entered into with the Stock
Exchanges.
Pursuant to the provision of section 129 (3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of the
Company's subsidiaries, Associates and Joint Ventures (in form AOC-1)
is attached to the financial statements as Annexure "A".
The Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open for
inspection at the Registered Office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company also includes the financial results of its
subsidiary companies.
Consolidated Financial Statements
Your Directors have pleasure in attaching the Consolidated Financial
Statements pursuant to Section 129 (3) of the Companies Act, 2013 and
Clause 32 of the Listing Agreements entered into with the Stock
Exchanges. The consolidated financial statements have been prepared in
accordance with the relevant Accounting Standards as prescribed under
the Companies Act, 2013 and by the Institute of Chartered Accountants
of India in this regard.
Human Resources Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company's
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Environment and Social Concern
Your Company continues its efforts for the betterment of the
environment and conservation of scarce natural resources.
Depository System
Your Company's equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of 31st March, 2015, 99.61% of the
Company's total paid-up equity representing 198108701 equity shares of
your Company were held in demat form. In view of the numerous
advantages offered by the Depository system, members holding shares in
physical mode are advised to avail of the facility of dematerialization
form either of the depositories.
Shares
During the financial year under review, Company has not announced any
Sweat Equity, Bonus Shares, Employees Stock Option Scheme, Split,
Consolidation, Buy-back and further issue of its shares.
Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement. The Chairman and Managing
Director's declaration regarding compliance with Company's Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance. The certificate from M/s R. N. Gupta,
Practicing Company Secretary on compliance of Corporate Governance
norms as stipulated in Clause 49 of the listing agreement with the
stock exchanges is included in this annual report.
Directors & Key Managerial Personnel
Mr. Subhash Sharma, Chairman and Managing Director of the Company
retires by rotation at the ensuing Annual General Meeting and are
eligible for re-appointment. The Board recommends his re-appointment at
the ensuing Annual General Meeting.
Company pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges and in accordance with the
provisions of section 149 of the Companies Act, 2013 had appointed Mr.
Mayur Shah, Mr. Rohit Palav and Mrs. Mamta Parekh as independent
director in the previous years and their tenure of appointment has not
yet completed hence they are not liable to retire from the company.
Mr. Alok Ambastha, who was independent and Non-executive director of
the Company, has ceased to be director of the company effective from
30th September, 2014. The Board wishes to place on record its deep
sense of appreciation for the valuable contribution made by him to the
Board and the company during his tenure as Director.
The company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that he/she
meets the criteria of independence laid down in section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Statutory Auditors
The statutory auditors M/s Ranjana Vandana & Co., Chartered
Accountants, (ICAI Firm Registration No. 008961C) retires at the
conclusion of the forthcoming Annual General Meeting and they have
consented to continue as statutory auditors of the company.
Members are requested to consider their re-appointment as statutory
auditors of the Company from the conclusion of this Annual General
Meeting until the conclusion of the fifth consecutive Annual General
Meeting of the Company to be held in the year 2020 (subject to
ratification of the appointment by the members at every Annual General
Meeting held after this Annual General Meeting), on such remuneration
as may be determined by the Board of Directors in consultation with the
Auditor. The Company received confirmation from M/s Ranjana Vandana &
Co to the effect that their appointment if made, would be within the
prescribed limits under Section 139 of the Companies Act, 2013 and that
they are not disqualified for such re-appointment within the meaning of
Section 141 of the Companies Act, 2013. The Board recommends their
re-appointment.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed Mr. R. N. Gupta, practicing Company
Secretary to conduct secretarial audit of the Company for the financial
year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure "B". The
Secretarial Audit report does not contain any qualification,
reservation or adverse remark except on default in the repayment of
secured / unsecured loan and interest thereon to the Banks continued
during the period under review.
Vigil Mechanism
As per the provisions of Section 177 (9) of the Companies Act, 2013,
read with rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Clause 49 of Listing Agreement, the Company is required
to establish an effective Vigil Mechanism for Directors and employees
to report genuine concerns and the Board of Directors had approved the
Policy on Vigil Mechanism / Whistle Blower.
The Company has a Whistle-blower Policy in place to report concerns
about unethical behaviour, actual suspected frauds and violation of
Company's Code of Conduct. The Policy provides for adequate safeguards
against victimisation of persons who avail the same and provides for
direct access to the Chairperson of the Audit Committee. The Audit
Committee of the Company oversees the implementation of the
Whistle-Blower Policy.
Your Company hereby affirms that no Director / employee have been
denied access to the Chairman of the Audit Committee and that no
complaints were received during the year.
Statutory Auditor's Report
The Notes forming part of Accounts, which are specifically referred to
by the auditors in their report are self-explanatory except one qualify
opinion of which management explanation is given below:
Management explanation: Company's mining approval from the Government
is pending and there is no turnover since last three years in the
Company except negligible turnover from the soapstone mine of the
company situated at Udaipur (Rajasthan). So, there are no movement in
the Trade Payable, Creditor for Capital Goods, Capital work in
progress, Inventories, Trade Receivables, Inter Corporate deposits and
Mine Deposits. Company is in process for confirmation and
reconciliation with the parties.
Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified
under the second proviso of Section 143 (12) of the Companies Act,
2013.
Internal Control System
The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company
policies, guidelines and procedures provide for adequate checks and
balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.
The Internal Auditor together with external audit consultants review
the effectiveness and efficiency of these systems and procedures to
ensure that all assets are protected against loss and that the
financial and operational information is accurate and complete in all
respects. The Audit Committee of the Board of Directors approves and
reviews audit plans for the year based on internal risk assessment. All
these measures facilitate timely detection of any irregularities and
early remedial steps.
Company's policy relating to Directors Appointment, Payment of
Remuneration and Discharge of their Duties
The Company has in place a Nomination and Remuneration committee in
accordance with the requirements of the Companies Act, 2013 read with
the rules made thereunder and Clause 49 of the Listing Agreement. The
details relating to the same are given in - Report on Corporate
governance forming part of this report. Members are requested to refer
Nomination and Remuneration committee in corporate governance's report.
The committee has formulated a policy on Director's appointment and
remuneration including recommendation of remuneration of the key
managerial personnel and other employees, board diversity, composition
and the criteria for determining qualifications, positive attributes
and independence of a Director.
Particulars of loans, guarantees, security or investments etc.
Loans, guarantees and investments covered under section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
Particulars of Contract or Arrangements with Related Parties
The Audit Committee and the Board of Directors have approved the
Related Party Transactions Policy and the same has been uploaded on the
Company's website.
The Company has a process in place to periodically review and monitor
Related Party Transactions.
All the related party transactions were in the ordinary course of
business and at arm's length. The Audit Committee has approved all
related party transactions for FY 2014-15 and estimated transactions
for FY 2015-16.
There were no material transactions with the related parties during the
year.
Extract of Annual Return
As per the provisions of Section 92 (3) of the Companies Act, 2013, an
extract of the Annual Return in form MGT 9 is annexed as Annexure "C"
to this Report.
Number of Board meetings conducted during the year under review
The Board met 4 times during the financial year, the details of which
given in the Corporate Governance report that forms part of this Annual
Report. The intervening gap between any two meetings was within the
period prescribed by the Companies Act, 2013. One meeting of
Independent Directors was also held during the year under review.
Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made
thereunder and Clause 49 of the Listing Agreement. The details relating
to the same are given in Report on Corporate Governance forming part of
this Report. Members are requested to refer the same.
Performance Evaluation of the Board
The Nomination & Remuneration Committee and the Board have laid down
the manner in which formal annual evaluation of the performance of the
Board, Committee and Individual Directors has to be made.
The Individual Directors responses on the performance of the Board,
Committee (s), Directors and Chairman were analyzed to arrive at
unbiased conclusions.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:Â
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(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 profit and
loss of the company for that period.
(c) the directors have 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.
(d) the directors have prepared the annual accounts on a going concern
basis.
(e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively, and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Pledge of Shares
As on 31st March, 2015, 3000000 equity shares of Rs. 10/- each were
pledged from the promoter and promoter group holding in the Company.
Transfer to Investor Education Protection Fund (IEPF)
During the year there were no amounts which remained unpaid / unclaimed
for a period of seven years and which were required to be transferred
by the company to the Investor Education and Protection Fund
established by the Central Government for the purpose under Companies
Act, 2013.
Information relating to outstanding share application money of Initial
Public Issue of the Company and the sale proceed from fractional shares
on consolidation of equity shares of the Company and the dates by which
they need to be transferred to IEPF account:
Financial year Date of allotment Purpose / source
2008-09 26th August, 2008 Initial Public Issue refund
2012-13 15th June, 2012 Sale proceed from fractional shares
on consolidation of equity shares
Financial year Last Date for claming
unpaid/unclaimed amount
2008-09 24th September, 2015
2012-13 14th July, 2019
Shares in suspense account
No equity share of the Company was in suspense account as on 31st
March, 2015.
Fixed Deposits
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review, there are no significant and material
orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.
Risk Management Policy
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides for
work towards creating a Risk Register, identifying internal and
external risks and implementing risk mitigation steps.
Corporate Social Responsibility
Provisions of the Companies Act, 2013 relating to the Corporate Social
Responsibility are not applicable on the Company.
Prevention of Sexual Harassment Policy
The Company has in place a Prevention of Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the year 2014-2015, no complaints were received by the Company
related to sexual harassment.
Particulars of employees
In terms of the provisions of 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, statement showing
the name and other particular of the employees drawing remuneration in
excess of the limits set out in the said Rules are not applicable on
the Company as during the period under review, no employee of the
Company was drawing salary in excess as prescribed limits.
Particulars pursuant to the provisions of Section 197 (12) of the
Companies Act, 2013 read with rule 5(1) of the companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is attached as
Annexure "D".
Conservation of Energy, Technology Absorption Foreign Exchange Earnings
and Outgo
Information as required to be given under Section 134(3)(m) read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding
conservation of energy and technology absorption are not applicable to
the Company.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year, nevertheless it
will always strive for and avail export opportunities based on economic
considerations in future.
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lacs)
Particular 2014-15 2013-14
Expenditure in Foreign Currency NIL NIL
Earning in Foreign Currency NIL NIL
Acknowledgements
The Directors of the Company take this opportunity to express their
grateful sincere appreciation for the cooperation and support received
from Company's Shareholders, Vendors, Financial Institutions, Bankers,
Government of India, Department of Mines, State Governments, Regulatory
Bodies, Customers, society and other business constituents during the
year under review. Directors also take on record the appreciation for
the contribution, commitment displayed and hard work of every employee
of the Company resulting in successful performance during the year
under review. The path to further growth is very exciting and your
continued patronage would enable us to scale greater heights at a
faster pace.
On Behalf of the Board of Directors,
Place: Mumbai Mr. Subhash Sharma
Date: 3rd August, 2015 Chairman & Managing Director
Mar 31, 2014
Dear Shareowners,
The Directors take great pleasure in presenting their report on the
business and operations of the Company along with the 27th Annual
Report to the Members with the audited financial statements for the
year ended 31st March, 2014.
Financial Results
The consolidated performance of the Company for the financial year
2013-14 is summarized below:
(Rs. in Lacs)
Particulars FY 2013-14 FY 2012-13
Total Income 259.16 302.83
Profit / (Loss) before Depreciation
& Amortization (2174.47) (2116.13)
Less: Depreciation 2261.75 2273.19
Less: Amortization (Including Goodwill) 1137.76 2472.07
Profit / (Loss) before tax (5573.98) (6861.39)
Less: Provision for taxation 330.46 4.14
Profit / (Loss) after tax (5904.44) (6865.53)
Less: Prior Period Expense / (Income) (1.96) (37.16)
Less: Minority Interest - -
Profit available for appropriation (5906.40) (6828.37)
Appropriations:
Transfer to General Reserve
Proposed Dividend
Tax on Dividen - -
Balance Carried forward to Balance (5906.40) (6828.37)
Sheet
Review of Performance & Management discussion and Analysis
In accordance with the requirements of the Listing Agreements, a
consolidated Financial Statement of the Company is also included in
this Annual Report comprising Wholly owned subsidiary companies -
Warana Minerals Private Limited, Shri Warana Minerals (India) Private
Limited, Resurgere Sponge Iron Limited, Resurgere Ferro Alloys Limited,
Resurgere Industries Limited, Resurgere International FZE - a 100%
non-integral foreign subsidiary and 70% proportionate interest in the
jointly controlled entity i.e. Resurgere Coal India LLP.
The total net sale has decreased by Rs. 43.67 lacs from Rs. 302.83 Lacs
last year to Rs. 259.16 Lacs this year. The company has incurred a loss
of Rs. 5906.40 Lacs during the current financial year under review.
Dividend:
The Board of Directors has not recommended any dividend on the Equity
Shares in view of the performance of the Company for the financial year
ended 31st March, 2014. (Previous year: NIL per Equity Share).
Transfer to reserve
No amount is proposed to be transferred to the General Reserve account.
Share Capital (consolidation)
There is no change in the share capital of the company during the year
under review.
Subsidiary Companies
As on March 31, 2014, your company has six subsidiary companies,
namely:
1. M/s Warana Minerals Private Limited
2. M/s Shri Warana Minerals (India) Private Limited
3. Resurgere International FZE
4. M/s Resurgere Sponge Iron Limited
5. M/s Resurgere Ferro Alloys Limited
6. M/s Resurgere Industries Limited
The above companies are wholly owned subsidiaries of the company. The
accounts of these subsidiaries have been prepared for the financial
year ending 31st March, 2014. In addition to the above, your company
has one limited liability partnership namely "Resurgere Coal India LLP"
with a 70% stake. All the subsidiaries are non-material and non-listed
subsidiary companies as defined under Clause 49 of the Listing
Agreement (s) entered into with the Stock Exchanges.
Pursuant to the provision of section 212 (8) of the Companies Act,
1956, the Ministry of Corporate Affairs vide its circular dated
February 8, 2011 has granted general exemption from attaching the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies with the balance sheet of the company. The Company
will make available the Annual Accounts of the subsidiary companies and
the related detailed information to any member of the Company who may
be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Registered Office of the Company and that of the respective subsidiary
companies. The Consolidated Financial Statements presented by the
Company also includes the financial results of its subsidiary
companies.
A statement containing brief financial details of the Company''s
subsidiaries for the financial year ended March 31, 2014 is included in
the Annual Report.
Consolidated Financial Statements
As required under the Listing Agreements entered into with the Stock
Exchanges, consolidated financial statements of the company and all its
subsidiaries is attached. The consolidated financial statements have
been prepared in accordance with the relevant Accounting Standards as
prescribed under the Companies Act, 2013 and by the Institute of
Chartered Accountants of India in this regard.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company''s
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Environment and Social Concern
Your Company continues its efforts for the betterment of the
environment and conservation of scarce natural resources. Depository
System
Your Company''s equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of 31st March, 2014, 99.61% of the equity
shares of your Company were held in demat form.
Buy-back of Shares
During the financial year under review, Company has not announced any
Buy-back of its shares.
Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement. The Chairman and Managing
Director''s declaration regarding compliance with Company''s Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance. The certificate from M/s R. N. Gupta,
Practicing Company Secretary on compliance of Corporate Governance
norms as stipulated in Clause 49 of the listing agreement with the
stock exchanges is included in this annual report.
Directors
Mr. Subhash Sharma, Chairman and Managing Director of the Company
retires by rotation at the ensuing Annual General Meeting and are
eligible for re-appointment. The Board recommends his re-appointment at
the ensuing Annual General Meeting.
The Company has pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Mayur Shah,
Mr. Rohit Palav and Mrs. Mamta Parekh, as Independent Directors of the
Company.
As per section 149 (4) of the Companies Act, 2013 (Act), which came
into effect from April 1, 2014, every listed public company is required
to have at least one-third of the total number of directors as
Independent Directors. In accordance with the provisions of section 149
of the Act, these Directors are being appointed as Independent
Directors to hold office as per their tenure of appointment mentioned
in the Notice of the forthcoming Annual General Meeting (AGM) of the
Company.
Company had asked to the present independent directors to submit their
consent to act as director and to be appointed for a fixed term in
compliance of the Companies Act, 2013 and listing agreement. Mr. Alok
Ambastha has not submitted the required documents to the company by the
dead line given to him. Here, it is considered that he is no more
interested to be continuing as director of the company and accordingly
his resolution is not processed. He will be director of the company
till the date of this Annual General Meeting.
Auditors
M/s. G. L. Mangal & Associates, Chartered Accountants, Mumbai, retires
at the conclusion of the forthcoming AGM and they have expressed their
unwillingness to continue as auditor of the company.
M/s Ranjana Vandana & Co., Chartered Accountants have consented to be
appointed as Statutory Auditors of the Company.
Members are requested to consider their appointment as Statutory
Auditors of the Company from the conclusion of this AGM until the
conclusion of next AGM of the Company, at a remuneration to be decided
by the Board of Directors of the Company in consultation with the
Auditors. The Company received confirmation from M/s Ranjana Vandana &
Co., to the effect that their appointment if made, would be within the
prescribed limits under Section 139 of the Companies Act, 2013 and that
they are not disqualified for such re-appointment within the meaning of
Section 141 of the Companies Act, 2013. The Board recommends their
re-appointment.
Auditor''s Report
The Notes forming part of Accounts, which are specifically referred to
by the auditors in their report are self-explanatory except one qualify
opinion of which management explanation is given below:
Management explanation: Company''s mining approval from the Government
is pending and there is no turnover since last two years in the Company
except negligible turnover from the soapstone mine of the company
situated at Udaipur (Rajasthan). So, there are no movement in the
Trade Payable, Creditor for Capital Goods, Capital work in progress,
Inventories, Trade Receivables, Inter Corporate deposits and Mine
Deposits. Company is in process for confirmation and reconciliation
with the parties.
Internal Control System
The Company''s present Internal Control Systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
In an effort to improve the reliability and efficiency of business
processes that have an impact on financial reporting, the company
embarked on an Internal Control Systems project to standardize and
properly document the major processes and associated key controls.
Directors Responsibility Statement
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956 ("Act"), as amended, with respect to Directors''
Responsibility Statement, based on the representations received from
the operating management, the Directors hereby confirm that:
(i) in the preparation of Annual Accounts for the year ended 31st
March, 2014, the applicable Accounting Standards have been followed and
there are no material departures;
(ii) 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 as at 31st March, 2014, and of the profit and cash flow
of the Company for the year ended 31st March, 2014;
(iii) 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 the provisions of the Companies
Act, 1956. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
(iv) the Directors have prepared the Annual Accounts of the Company on
a going concern basis.
Pledge of Shares
As on 31st March, 2014, 3000000 equity shares of Rs. 10/- each were
pledged from the promoter and promoter group holding in the Company.
Transfer of unpaid /unclaimed amounts to Investor Education Protection
Fund (IEPF)
During the year there were no amounts which remained unpaid / unclaimed
for a period of seven years and which were required to be transferred
by the company to the Investor Education and Protection Fund
established by the Central Government for the purpose under Companies
Act.
Information relating to outstanding share application money of Initial
Public Issue of the Company and the sale proceed from fractional shares
on consolidation of equity shares of the Company and the dates by which
they need to be transferred to IEPF account:
Financial Date of allotment Purpose / source Date on which share
year application money
will become part of
IEPF
2008-09 26th August, 2008 Initial Public 25th August, 2015
Issue refund
2012-13 15th June, 2013 Sale proceed 14th June, 2020
from fractional
shares on
consolidation of
equity shares
Shares in suspense account:
No equity share of the Company was in suspense account as on 31st
March, 2014.
Fixed Deposits
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
Particulars of employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 and rules made there under, as amended, the names and other
particulars of employees are set out in the Annexure to the Directors''
Report. In terms of Section 219 (1) (b)
(iv) of the said Act, the Annual Report is being sent to all the
members of the company and other entitled thereto excluding the
aforesaid information. Any member interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
Conservation of Energy, Technology Absorption
The provisions of Section 217(1) (a) of the Companies Act, 1956, read
with Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 regarding conservation of energy and technology
absorption are not applicable to the Company.
However, the company has put into implementation effective measures to
reduce energy consumption by purchasing and using energy efficient
equipment. The company endeavors to use modern technology to carry out
its operations.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year, nevertheless it
will always strive for and avail export opportunities based on economic
considerations in future.
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lacs)
Particular 2013-14 2012-13
Expenditure in Foreign Currency NIL NIL
Earning in Foreign Currency NIL NIL
Acknowledgement
The Directors of the Company take this opportunity to express their
grateful sincere appreciation for the cooperation and support received
from Company''s Shareholders, Vendors, Financial Institutions, Bankers,
Government of India, Department of Mines, State Governments, Regulatory
Bodies, Customers, society and other business constituents during the
year under review. Directors also take on record the appreciation for
the contribution, commitment displayed and hard work of every employee
of the Company resulting in successful performance during the year
under review. The path to further growth is very exciting and your
continued patronage would enable us to scale greater heights at a
faster pace.
On Behalf of the Board of Directors,
Place: Mumbai Mr. Subhash Sharma
Date: September 02, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Shareowners,
The Directors take great pleasure in presenting their report on the
business and operations of the Company along with the 26th Annual
Report to the Members with the audited financial statements for the
year ended 31st March, 2013.
Financial Results
The consolidated performance of the Company for the financial year
2012-13 is summarized below:
(Rs. in Lacs)
Particulars FY 2012-13 FY 2011-12
Total Income 302.82 7,670.57
Profit / (Loss) before Depreciation
& Amortization (2116.15) (1,531.34)
Less: Depreciation 2273.19 2,274.08
Less: Amortization (Including Goodwill) 2472.07 3,912.49
Profit / (Loss) before tax (6861.41) (7,717.91)
Less: Provision for taxation 4.14 3.31
Profit / (Loss) after tax (6865.55) (7,721.21)
Less: Prior Period Expense / (Income) (37.16) 2.69
Less: Minority Interest __ __
Profit available for appropriation (6828.39) (7,723.91)
Appropriations:
Transfer to General Reserve
Proposed Dividend
Tax on Dividend __ __
Balance Carried forward to
Balance Sheet (6828.39) (7,723.91)
Review of Performance & Management discussion and Analysis
In accordance with the requirements of the Listing Agreements, a
consolidated Financial Statement of the Company is also included in
this Annual Report comprising Warana Minerals Private Ltd. - a 100%
subsidiary, Shree Warana Minerals (India) Private Ltd. - with 60%
proportionate interest, Resurgere International FZE - a 100%
non-integral foreign subsidiary and 70% proportionate interest in the
jointly controlled entity i.e. Resurgere Coal India LLP.
The total net sale has decreased by Rs. 7367.75 lacs from Rs. 7670.57
Lacs last year to Rs. 302.82 Lacs this year. The company has incurred a
loss of Rs. 6828.39 Lacs during the current financial year under
review.
Dividend:
The Board of Directors has not recommended any dividend on the Equity
Shares in view of the performance of the Company for the financial year
ended 31st March, 2013. (previous year: NIL per Equity Share).
Transfer to reserve
No amount is proposed to be transferred to the General Reserve account.
Share Capital (consolidation)
During the year under review, pursuant to the approval of the members,
by way of postal ballot notice dated 10th February, 2012, the face
value of the equity shares of the Company has been consolidated from
Re. 1/- each to Rs. 10/- each. The consolidation was effective from
20th March, 2012. The corporate action with the NSDL, CDSL and stock
exchange was done in June 2012 (the record date was 15th June, 2012 for
the same). The Company has distributed the net proceeds of sale of such
fractional shares amongst the shareholders in proportion to their
entitlement over such fractional shares after payment of all expenses
of the sale and other related expenses.
Subsidiary Companies
As on March 31, 2013, your company has six subsidiary companies,
namely:
1. M/s Warana Minerals Private Limited
2. M/s Shri Warana Minerals (India) Private Limited
3. Resurgere International FZE
4. M/s Resurgere Sponge Iron Limited
5. M/s Resurgere Ferro Alloys Limited
6. M/s Resurgere Industries Limited
The above companies are wholly owned subsidiaries of the company. M/s
Resurgere Sponge Iron Limited and M/s Resurgere Ferro Alloys Limited
were incorporated on 1st March, 2011 and the M/s Resurgere Industries
Limited was incorporated on 10th March, 2011. The accounts of these
subsidiaries have been prepared for the financial year ending 31st
March, 2013. In addition to the above, your company has one limited
liability partnership namely "Resurgere Coal India LLP" with a 70%
stake. All the subsidiaries are non-material and non-listed subsidiary
companies as defined under Clause 49 of the Listing Agreement (s)
entered into with the Stock Exchanges.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company also
includes the financial results of its subsidiary companies.
There was no material change in the nature of the business of the
subsidiaries. As required under the listing agreements with the Stock
Exchanges, a consolidated financial statement has been prepared in
accordance with the Accounting Standards.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the prescribed details of subsidiaries is attached to this
report.
Consolidated Financial Statements
The Audited Consolidated Accounts and Cash Flow Statement is part of
this Annual Report. The Consolidated Accounts have been prepared in
accordance with the Accounting Standards prescribed by the Institute of
Chartered Accountants of India in this regard and the provisions of the
Listing Agreement (s) entered into with the Stock Exchanges.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company''s
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Environment and Social Concern
Your Company continues its efforts for the betterment of the
environment and conservation of scarce natural resources.
Depository System
Your Company''s equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of 31st March, 2013, 99.82% of the equity
shares of your Company were held in demat form.
Buy-back of Shares
During the financial year under review, Company has not announced any
Buy-back of its shares.
Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement. The Chairman and Managing
Director''s declaration regarding compliance with Company''s Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance. The certificate from M/s R. N. Gupta,
Practicing Company Secretary on compliance of Corporate Governance
norms as stipulated in Clause 49 of the listing agreement with the
stock exchanges is included in this annual report.
Directors
Mr. Mayur Shah, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for re- appointment. The
Board recommends his re-appointment at the ensuing Annual General
Meeting.
Mr. Ajay Singh Sethi, Director of the Company, resigned as the director
with effect from 11th July, 2013. The Board places on record their
gratitude and appreciation for the contribution of the said director
during his tenure as Director of the company.
Auditors
M/s. G. L. Mangal & Associates, Chartered Accountants, Mumbai, retires
at the conclusion of the forthcoming AGM and is eligible for
re-appointment. Members are requested to consider their re-appointment
as Statutory Auditors of the Company from the conclusion of this AGM
until the conclusion of next AGM of the Company, at a remuneration to
be decided by the Board of Directors of the Company in consultation
with the Auditors. The Company received confirmation from M/s G. L.
Mangal & Associates to the effect that their appointment if made, would
be within the prescribed limits under Section 224(1B) of the Companies
Act, 1956 and that they are not disqualified for such re-appointment
within the meaning of Section 226 of the Companies Act, 1956. The Board
recommends their re-appointment.
Auditor''s Report
The Notes forming part of Accounts, which are specifically referred to
by the auditors in their report are self-explanatory and therefore, do
not call for any further comments.
Internal Control System
The Company''s present Internal Control Systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
In an effort to improve the reliability and efficiency of business
processes that have an impact on financial reporting, the company
embarked on an Internal Control Systems project to standardize and
properly document the major processes and associated key controls.
Directors Responsibility Statement
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956 ("Act"), as amended, with respect to Directors''
Responsibility Statement, the Directors hereby confirm that:
(i) in the preparation of Annual Accounts for the year ended 31st
March, 2013, the applicable Accounting Standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies in
consultation with the statutory auditors 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 as
at 31st March, 2013, and of the profit and cash flow of the Company for
the year ended 31st March, 2013;
(iii) 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 the provisions of the Companies
Act, 1956. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
(iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31st March, 2013 on a going concern basis.
Pledge of Shares
As on 31st March, 2013, 3000000 equity shares of Rs. 10/- each were
pledged from the promoter and promoter group holding in the Company.
Transfer of unpaid /unclaimed amounts to Investor Education Protection
Fund (IEPF)
During the year there were no amounts which remained unpaid / unclaimed
for a period of seven years and which were required to be transferred
by the company to the Investor Education and Protection Fund
established by the Central Government pursuant to Section 205C of the
Companies Act, 1956.
Information relating to outstanding share application money of Initial
Public Issue of the Company and the sale proceed from fractional shares
on consolidation of equity shares of the Company and the dates by which
they need to be transferred to IEPF account:
Financial
year Date of allotment Purpose / source Date on which share
application money
will become part
of IEPF
2008-09 26th August, 2008 Initial Public
Issue refund 25th August, 2015
2012-13 15th June, 2013 Sale proceed from
fractional 14th June, 2020
shares on
consolidation of
equity shares
Shares in suspense account:
No equity share of the Company was in suspense account as on 31st
March, 2013.
Fixed Deposits
The Company had neither invited nor accepted any public deposits,
during the year, under Section 58A of the Companies Act, 1956 and, as
such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
Particulars of employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of employees are set out in
the Annexure to the Directors'' Report. However, as per the provisions
of Section 219 (1) (b) (iv) of the said Act, the Annual Report is being
sent to all the members of the company and other entitled thereto
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office of the Company.
Conservation of Energy, Technology Absorption
The provisions of Section 217(1) (a) of the Companies Act, 1956, read
with Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 regarding conservation of energy and technology
absorption are not applicable to the Company.
However, the company has put into implementation effective measures to
reduce energy consumption by purchasing and using energy efficient
equipment. The company endeavors to use modern technology to carry out
its operations.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year, nevertheless it
will always strive for and avail export opportunities based on economic
considerations in future.
During the year under review, Company has made following transactions
in Foreign Currency.
(Rs. In Lacs)
Particular 2012-13 2011-12
Expenditure in Foreign Currency NIL NIL
Earning in Foreign Currency NIL NIL
Acknowledgement
The Directors of the Company take this opportunity to express their
grateful sincere appreciation for the cooperation and support received
from Company''s Shareholders, Vendors, Financial Institutions, Bankers,
Government of India, Department of Mines, State Governments, Regulatory
Bodies, Customers, society and other business constituents during the
year under review. Directors also take on record the appreciation for
the contribution, commitment displayed and hard work of every employee
of the Company resulting in successful performance during the year
under review. The path to further growth is very exciting and your
continued patronage would enable us to scale greater heights at a
faster pace.
On Behalf of the Board of Directors,
Mr. Subhash Sharma
Chairman & Managing Director
Place: Mumbai
Date: 14th August, 2013
Mar 31, 2012
The Directors take great pleasure in presenting their report on the
business and operations of the Company along with the 25th Annual
Report to the Members with the audited financial statements for the
year ended 31st March, 2012.
Financial Results
The consolidated performance of the Company for the financial year
2011-12 is summarized below:
(Rs. in Lacs)
Particulars FY 2011-12 FY 2010-11
Total Income 7,670.57 65,171.68
Profit/(Loss) before Depreciation &
Amortization (1,531.34) 3,331.38
Less: Depreciation 2,274.08 1,928.25
Less: Amortization (Including Goodwill) 3,912.49 2,682.58
Profit/(Loss) before tax (7,717.91) (1,279.45)
Less: Provision for taxation 3.31 317.94
Profit/(Loss) after tax (7,721.21) (1,597.40)
Less: Prior Period Expense/(Income) 2.69 15.11
Less: Minority Interest à (1.80)
Profit available for appropriation (7,723.91) (1,610.71)
Appropriations:
Transfer to General Reserve
Proposed Dividend
Tax on Dividend - -
Balance Carried forward to Balance Sheet (7,723.91) (1610.71)
Review of Performance
In accordance with the requirements of the Listing Agreements, a
consolidated Financial Statement of the Company is also included in
this Annual Report comprising Warana Minerals Private Ltd. - a 100%
subsidiary, Shri Warana Minerals (India) Private Ltd. - with 99.98%
proportionate interest, Resurgere International FZE - a 100%
non-integral foreign subsidiary and 70% proportionate interest in the
jointly controlled entity i.e. Resurgere Coal India LLP which was
incorporated only in Jan.,2011, therefore figures to this extent for
the previous year is not comparable.
The total net sale has decreased by Rs. 575.01 crore from Rs. 651.72
crore last year to Rs. 76.71 crore this year - a decrease by 88.23%.
Dividend:
The Board of Directors has not recommended any dividend on the Equity
Shares in view of the performance of the Company for the financial year
ended 31st March, 2012. (previous year: NIL per Equity Share).
Transfer to reserve
No amount is proposed to be transferred to the General Reserve account.
Share Capital (consolidation)
During the year under review, pursuant to the approval of the members,
by way of postal ballot notice dated 10th February, 2012, the face
value of the equity shares of the Company has been consolidated from
Re. 1/- each to Rs. 10/- each. The consolidation is effective from 20th
March, 2012. The corporate action with the NSDL, CDSL and stock
exchanges was done in June 2012 (the record date was 15th June, 2012
for the same). The Company is in process to distribute the net proceeds
of sale of such fractional shares amongst the shareholders in
proportion to their entitlement over such fractional shares after
payment of all expenses of the sale and other related expenses.
Subsidiary Companies
As on March 31, 2012, your company has six subsidiary companies,
namely:
1. M/s. Warana Minerals Private Limited
2. M/s. Shri Warana Minerals (India) Private Limited
3. Resurgere International FZE
4. M/s. Resurgere Sponge Iron Limited
5. M/s. Resurgere Ferro Alloys Limited
6. M/s. Resurgere Industries Limited
The above companies are wholly owned subsidiaries of the company. M/s.
Resurgere Sponge Iron Limited and M/s. Resurgere Ferro Alloys Limited
were incorporated on 1st March, 2011 and the M/s. Resurgere Industries
Limited was incorporated on 10th March, 2011. The Board of the
respective companies (incorporated in March 2011) has decided to have
their first financial year to end 31st March, 2012. The accounts of
these subsidiaries have been prepared for the financial year ending
31st March, 2012. In addition to the above, your company has one
limited liability partnership namely "Resurgere Coal India LLP" with a
70% stake. All the subsidiaries are non-material and non-listed
subsidiary companies as defined under Clause 49 of the Listing
Agreement (s) entered into with the Stock Exchanges.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company also
includes the financial results of its subsidiary companies.
There was no material change in the nature of the business of the
subsidiaries. As required under the listing agreements with the Stock
Exchanges, a consolidated financial statement has been prepared in
accordance with the Accounting Standards.
The statement pursuant to Section 212 of the Companies Act, 1956
containing the prescribed details of subsidiaries is attached to this
report.
Consolidated Financial Statements
The Audited Consolidated Accounts and Cash Flow Statement is part of
this Annual Report. The Consolidated Accounts have been prepared in
accordance with the Accounting Standards prescribed by the Institute of
Chartered Accountants of India in this regard and the provisions of the
Listing Agreement (s) entered into with the Stock Exchanges.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Company's
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organization.
Environment and Social Concern
Your Company continues its efforts for the betterment of the
environment and conservation of scarce natural resources.
Depository System
Your Company's equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of 31st March, 2012, 99.82% of the equity
shares of your Company were held in demat form.
Buy-back of Shares
During the financial year under review, Company has not announced any
Buy-back of its shares.
Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement. The Chairman and Managing
Director's declaration regarding compliance with Company's Code of
Conduct for Directors and Senior Management personnel forms part of
report on Corporate Governance. The certificate from M/s. R. N. Gupta,
Practicing Company Secretary on compliance of Corporate Governance
norms as stipulated in Clause 49 of the listing agreement with the
stock exchanges is included in this annual report.
Directors
Mr. Mayur Shah was appointed as Additional Director of the Company
under Section 260 of the Companies Act, 1956 on 3rd January, 2012. In
terms of the provisions of Section 260 of the Companies Act, 1956, Mr.
Mayur Shah holds office up to the conclusion of the forthcoming Annual
General Meeting (AGM) of the Company and is eligible for appointment.
The Company has received notice from a member of the Company pursuant
to section 257 of the Companies Act, 1956, proposing his candidature
for the office of Director. Mr. Mayur Shah shall be liable to retire by
rotation. The Board recommends his appointment as Director.
Mr. Alok Ambashta, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for re-appointment. The
Board recommends his re-appointment at the ensuing Annual General
Meeting.
Company has received a requisition dated 2nd May, 2012, under section
257, along with a deposit of Rs. 500/- from Mr. Shyamsunder S.
Jaipuria, resident of Ram Mandir Road, Yavatmal, Maharashtra - 445001,
proposing his candidature as director of the company. Mr. Shyamsunder
S. Jaipuria, is holding 648 equity shares of Re. 1/- each as on 2nd
May, 2012, under demat account no. IN302269 10095249.
As appearing in the said notice, Mr. Jaipuria is an electrical engineer
and engaged in the profession of consultancy. Your Directors recommend
rejecting his candidature by opposing the resolution.
Mr. Amit Sharma, Whole-time Director, Mr. Ashwin Shanker Iyer and Mr.
Nitin Sethi Directors of the Company, resigned as the director with
effect from 24th August, 2011, 19th October, 2011 and 5th January, 2012
respectively. The Board places on record their gratitude and
appreciation for the contribution of the said directors during their
tenure as Director of the company.
Auditors
M/s. G. L. Mangal & Associates, Chartered Accountants, Mumbai, retires
at the conclusion of the forthcoming AGM and is eligible for
re-appointment. Members are requested to consider their re-appointment
as Statutory Auditors of the Company from the conclusion of this AGM
until the conclusion of next AGM of the Company, at a remuneration to
be decided by the Board of Directors of the Company in consultation
with the Auditors. The Company received confirmation from M/s. G. L.
Mangal & Associates to the effect that their appointment if made, would
be within the prescribed limits under Section 224(1B) of the Companies
Act, 1956 and that they are not disqualified for such re-appointment
within the meaning of Section 226 of the Companies Act, 1956. The Board
recommends their re-appointment.
Auditor's Report
The Notes forming part of Accounts, which are specifically referred to
by the auditors in their report are self-explanatory and therefore, do
not call for any further comments.
Internal Control System
The Company's present Internal Control Systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
In an effort to improve the reliability and efficiency of business
processes that have an impact on financial reporting, the company
embarked on an Internal Control Systems project to standardize and
properly document the major processes and associated key controls.
Directors Responsibility Statement
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956 ("Act"), as amended, with respect to Directors'
Responsibility Statement, the Directors hereby confirm that:
(i) in the preparation of Annual Accounts for the year ended 31st
March, 2012, the applicable Accounting Standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies in
consultation with the statutory auditors 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 as
at 31st March, 2012, and of the profit and cash flow of the Company for
the year ended 31st March, 2012;
(iii) 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 the provisions of the Companies
Act, 1956. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
(iv) the Directors have prepared the Annual Accounts of the Company for
the financial year ended 31st March, 2012 on a going concern basis.
Pledge of Shares
As on 31st March, 2012, 30500000 equity shares of Re. 1/- each were
pledged from the promoter and promoter group holding in the Company.
Transfer of unpaid/unclaimed amounts to Investor Education Protection
Fund (IEPF)
During the year, there were no amounts which remained unpaid/unclaimed
for a period of seven years and which were required to be transferred
by the company to the Investor Education and Protection Fund
established by the Central Government pursuant to Section 205C of the
Companies Act, 1956.
Information relating to outstanding share application money of Initial
Public offer of the Company and the dates by which they need to be
transferred to IEPF account:
Financial year Date of allotment Date on which share
application money
will become part of IEPF
2008-09 26th August, 2008 25th August, 2015
Shares in suspense account:
No equity share of the Company was in suspense account as on 31st
March, 2012.
Fixed Deposits
The Company had neither invited nor accepted any public deposits,
during the year, under Section 58A of the Companies Act, 1956 and, as
such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
Particulars of employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of employees are set out in
the Annexure to the Directors' Report. However, as per the provisions
of Section 219 (1) (b) (iv) of the said Act, the Annual Report is being
sent to all the members of the company and other entitled thereto
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office of the Company.
Conservation of Energy, Technology Absorption
The provisions of Section 217(1) (a) of the Companies Act, 1956, read
with Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 regarding conservation of energy and technology
absorption are not applicable to the Company.
However, the company has put into implementation effective measures to
reduce energy consumption by purchasing and using energy efficient
equipment. The company endeavors to use modern technology to carry out
its operations.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year, nevertheless it
will always strive for and avail export opportunities based on economic
considerations in future.
Acknowledgement
The Directors of the Company take this opportunity to express their
grateful sincere appreciation for the cooperation and support received
from Company's Shareholders, Vendors, Financial Institutions, Bankers,
Government of India, Department of Mines, State Governments, Regulatory
Bodies, Customers, society and other business constituents during the
year under review. Directors also take on record the appreciation for
the contribution, commitment displayed and hard work of every employee
of the Company resulting in successful performance during the year
under review. The path to further growth is very exciting and your
continued patronage would enable us to scale greater heights at a
faster pace.
On Behalf of the Board of Directors,
Mr. Subhash Sharma
Chairman & Managing Director
Place: Mumbai
Date: 13th August, 2012
Mar 31, 2010
The Directors take great pleasure in presenting their Report on the
business and operations of the Company along with the 23rd Annual
Report to the members with the audited financial statements for the
year ended 31st March 2010.
Financial Results
The consolidated performance of the Company for the financial year
2009-10 is summarised below:
(Rs Lacs)
Particulars FY 2009-10 FY 2008-09
Total income 53,215.89 40,724.58
Profit before depreciation
and amortisation 5,157.93 4,506.01
Depreciation 366.12 38.69
Amortisation 311.38 1,235.82
Profit before tax 4,480.42 3,231.50
Provision for taxation 1,724.17 1,065.37
Profit after tax 2,756.25 2,166.12
Profit available for
appropriation 2,762.42 2,161.15
Appropriations - -
Transfer to General Reserve
Proposed dividend
Tax on dividend
Balance carried forward to
Balance Sheet 2,762.42 2,161.15
Review of Performance
In accordance with the requirements of the Listing Agreements, a
consolidated Financial Statement of the Company is also included in
this Annual Report.
The total net sales has increased by Rs. 92.48 crore from Rs. 433.97
crore last year to Rs. 526.45 crore this year - an increase by 21.30%.
The gross profit has decreased by Rs. 11.10 crore. from Rs. 78.28
crore (18.05%) last year to Rs. 67.18 crore (12.75%) this year a
decreased by 5.30%. The net profit after taxes has increased by Rs.
5.90 crore from Rs. 21.66 crore (4.99%) last year to Rs. 27.56 crore
(5.24%) this year an increase by 27.23%.
Dividend
To converse the financial resources, no dividend has been recommended
for the year under review and no amount are proposed to be transferred
to reserves.
Share capital
During the year under review, the authorised share capital has been
increased from Rs. 300,000,000 to Rs. 600,000,000 divided into
60,000,000 equity shares of Rs. 10 each vide resolutions passed at 30th
September 2009, at the previous annual general meeting.
Subsequent to the reporting period, the authorised share
capital has been further increased from Rs. 600,000,000 to Rs.
1,000,000,000 divided into 100,000,000 equity shares of Rs. 10 each
(vide postal ballot notice dated 28th May 2010 of which results were
declared on 7th July 2010). It is again proposed to increase the
authorised share capital from Rs. 1,000,000,000 to Rs. 3,000,000,000
and to sub-divide the equity share from the face value of Rs. 10 each
into the face value of Rs. 1 each (vide postal ballot notice dated 27th
July 2010).
a) Allotment of convertible warrants
In terms of the special resolution passed by the members of the Company
by way of postal ballot, of which the result was declared on 14th
December 2009, the Company has allotted on 30th January 2010, 6500000
warrants, at Rs. 125 per warrant (including a premium of Rs. 115 per
warrant) convertible into equal number of equity shares. As on 31st
March 2010, the 6500000 warrants are outstanding as the balance payment
of 75% per warrant is yet to be received. The last date for conversion
is on or before 29th July 2011.
b) Global depository receipts
On 25th June 2010, under authority of special resolution passed by the
members of the Company by way of postal ballot, of which the result was
declared on 14th December 2009, the Company allotted 31,249,998 equity
shares of Rs. 10 each at a premium of Rs. 70 per equity share
underlying 5,208,333 Global Depository Receipts (GDRs) each GDR
representing six equity shares raising a total US$ 53.75 million. With
effect from 28th June 2010, the Companys Global Depository Receipts
(GDRs) are listed with Luxembourg Stock Exchange.
c) Bonus issue
In continuance to the Companys tradition of rewarding shareholders,
the Board of Directors of the Company (Ãthe BoardÃ) at its meeting held
on 27th July 2010 has recommended issue of bonus shares in the ratio of
2:1 i.e. Two new fully paid-up equity share of Rs. 1 each (after sub-
division) for every one fully paid-up equity share of Rs. 1 each, to
the eligible members of the Company as on the record date to be fixed
by the Board for this purpose.
Subsidiary Companies
As on 31st March 2010, your Company has two subsidiary companies,
namely, M/s Warana Minerals Private Limited and
M/s Shri Warana Minerals (India) Private Limited.
In terms of Section 212 of the Companies Act, 1956, the Directors
Report, Balance Sheet, Profit and Loss Account of its subsidiary
companies are attached to this Annual Report.
There was no material change in the nature of the business of the
subsidiaries. As required under the Listing Agreements with the Stock
Exchanges, a consolidated financial statement has been prepared in
accordance with the Accounting Standards. The statement pursuant to
Section 212 of the Companies Act, 1956 containing the prescribed
details of subsidiaries is attached to this report.
In June, 2010, the Company has formed a wholly-owned subsidiary,
ÃResurgere International FZEÃ in UAE.
Human Resource Development
Company encourages a culture that develops and empowers people,
promotes team building and nurtures new ideas. The Companys
recruitment practice ensures that suitable candidates with merit are
recruited and provided with the right opportunities to grow within the
organisation. The percentage of employee turnover is almost nil in the
Company.
Environment and Social Concern
Your Company continues its efforts for the betterment of the
environment and conservation of scarce natural resources.
Depository System
Your Companys equity shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As of 31st March 2010, 99.46% of the equity
shares of your Company were held in demat form.
Buy-back of Shares
During the financial year under review, the Company has not announced
any buy-back of its shares.
Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this report as also a
Management Discussion and Analysis statement. The Chairman and Managing
Directors declaration regarding
compliance with Companys Code of Conduct for Directors and Senior
Management personnel forms part of report on Corporate Governance. The
certificate from the Companys auditors confirming compliance of
Corporate Governance norms as stipulated in Clause 49 of the Listing
Agreement with the stock exchanges is included in this Annual Report.
Directors
Mr. Ashwin Shankar Iyer and Mr. Ajay Sethi were appointed as Additional
Directors of the Company under Section 260 of the Companies Act, 1956
on 10th August 2010. In terms of the provisions of Section 260 of the
Companies Act, 1956, Mr. Ashwin Shankar Iyer and Mr. Ajay Sethi holds
office up to the conclusion of the forthcoming Annual General Meeting
(AGM) of the Company and are eligible for appointment. The Company has
received notice from a member of the Company pursuant to section 257 of
the Companies Act, 1956, proposing their candidature for the office of
Director. Mr. Ashwin Shankar Iyer and Mr. Ajay Sethi shall be liable
to retirement by rotation. The Board recommends their appointment as
Director.
Mr. Nitin Sethi, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for re- appointment. The
Board recommends his re-appointment at the ensuing Annual General
Meeting.
Mr. I. D. Agarwal and Mr. Burzin Somandy, Directors of the Company,
resigned as the Director with effect from 10th August 2010. The Board
places on record its appreciation to the contribution of the said
directors during their tenure as Director of the Company.
Auditors
M/s. Churiwala & Co., Chartered Accountants, Mumbai, retires at the
conclusion of the forthcoming AGM and is eligible for re-appointment.
Members are requested to consider their re- appointment as Statutory
Auditors of the Company from the conclusion of this AGM until the
conclusion of next AGM of the Company, at a remuneration to be decided
by the Board of Directors of the Company in consultation with the
Auditors. The Company received confirmation from M/s Churiwala & Co.,
to the effect that their appointment if made, would be within the
prescribed limits under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of Section 226 of the Companies Act,
1956.
Auditors Report
The Notes forming part of Accounts, which are specifically referred to
by the auditors in their report are self-explanatory and therefore, do
not call for any further comments.
Internal Control System
The Companys present internal control systems are commensurate with
its size. However, looking at the growth in the size of the Company and
its operations it is strengthening these systems further. The Company
places great emphasis on the maintenance of effective internal
controls, both from the point of view of compliance with statutory
requirements as well as supporting the smooth and efficient running of
the business.
In an effort to improve the reliability and efficiency of business
processes that have an impact on financial reporting, the company
embarked on an Internal Control Systems project to standardise and
properly document the major processes and associated key controls.
Directors Responsibility Statement
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956 (ÃActÃ), as amended, with respect to Directors
Responsibility Statement, the Directors hereby confirm that:
(i) In the preparation of Annual Accounts for the year 2009- 10, the
applicable Accounting Standards have been followed and there are no
material departures;
(ii) They have selected such accounting policies in consultation with
the statutory auditors 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 as at 31st March 2010,
and of the profit and cash flow of the Company for the year ended 31st
March 2010;
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) They have prepared the Annual Accounts on a going concern basis.
Transfer of unpaid /unclaimed amounts to Investor Education Protection
Fund (IEPF)
During the year there were no amounts which remained unpaid / unclaimed
for a period of seven years and which were required to be transferred
by the company to the Investor Education and Protection Fund
established by the Central Government pursuant to Section 205C of the
Companies Act, 1956.
Shares in suspense account:
No equity share of the Company was in suspense account as on 31st March
2010.
Fixed Deposits
The Company had neither invited nor accepted any public deposits,
during the year, under Section 58A of the Companies Act, 1956 and, as
such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.
Particulars of employees
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the name and other particulars of employees are required to be
set out in the Annexure to the Directors Report. However, as per the
provisions of Section 219 (1) (b) (iv) of the Act, the Annual Report is
being sent to all the members of the Company excluding the aforesaid
information. Any member interested in obtaining such particulars may
write to the Company Secretary at the Registered Office of the Company.
Conservation of Energy, Technology Absorption
The provisions of Section 217(1) (a) of the Companies Act, 1956, read
with Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 regarding conservation of
energy and technology absorption are not applicable to the Company.
However, the Company has put into implementation effective measures to
reduce energy consumption by purchasing and using energy efficient
equipment. The Company endeavors to use modern technology to carry out
its operations.
Foreign Exchange Earnings and Outgo
The company has not made any exports during the year, nevertheless it
will always strive for and avail export opportunities based on economic
considerations in future.
During the year under review, the Company made following transactions
in foreign currency.
(RS In Lacs)
Particular 2009-10 2008-09
Expenditure in Foreign Currency 45.56 522.73
Earning in Foreign Currency Nil 2,117.12
Acknowledgement
The Directors of the Company take this opportunity to express their
grateful sincere appreciation for the cooperation and support received
from Companys shareholders, vendors, financial institutions, bankers,
Government of India, Department of Mines, State Governments, regulatory
bodies, customers, society and other business constituents during the
year under review. Directors also take on record the appreciation for
the contribution, commitment displayed and hard work of every employee
of the Company resulting in successful performance during the year
under review. The path to further growth is very exciting and your
continued patronage would enable us to scale greater heights at a
faster pace.
On Behalf of the Board of Directors,
Mr. Subhash Sharma
Chairman & Managing Director
Place: Mumbai Mr. Amit Sharma
Date: 26th August 2010 Whole-time Director
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