Directors Report of Unimin India Ltd.

Mar 31, 2014

DEAR MEMBERS,

The Directors submit herewith 31st Annual Report and the Audited Accounts for the Financial Year ended 31* March 2014. FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Particulars For the F.Y. For the F.Y. Ended 31.03.2014 Ended 31.03.2013

Turnover/Other Income 105.45 48.88

Earnings before Tax and Depreciation 47.67 3.91

Depreciation and amortization expenses 181.80 182.22

Profit/(Loss) before Tax (134.13) (178.31)

Provision for Taxation 0.00 0.00

Profit/(Loss) after Taxation (134.13) (178.31)

Prior Period Items 0.00 0.15

Profit/(Loss) for the Year (134.13) (178.46)

DIVIDEND

In view of the losses suffered by the company for the year under review, your Management does not recommend any Dividend for the year.

OPERATIONS:

During the period under review, the turnover/ other income of the company was Rs. 105.45 Lacs (Previous year Rs. 48.86 Lacs) which pertains to miscellaneous income and derived from the job work. The board of the company is currently looking for an associate to re-start the activities of the company. In this area, the board has conducted many meetings with various professionals and industeialists and is in the process of finalizing the suitable associate.

REFERENCE TO BIFR:

As you are aware we are a BIFR declared sick company and at hearing held on 5th February 2009 to consider the suggestions/objections to the Draft Rehabilitation Scheme, the BIFR observed that the company has sought so many relief and concessions from various Central and State Governments and without giving sufficient opportunity to the concerned Departments, the DRS cannot be sanctioned. Therefore, the BIFR Bench appointed State Bank of India as the Operating Agency under section 17(3) of SICA with directions to formulate a DRS after holding a joint meeting with all concerned agencies. The bench further In its hearing dated 2nd May 2011directed that name of Bank of Saurashtra to be deleted from the mailing list. The SBI (OA)was also directed to complete all its formalities of acquiring information of the case within period of four weeks of hearing. Company is directed to provide all assistance to SBI. As directed, the company provided all the requisite details to SBI (OA) and thereafter, the SBI (OA) has submitted fully tied up DRS with the BIFR, which is still pending for sanction.

INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are insured adequately and safeguarded, transactions are authorized, optimum utilization of resources, reporting of financial transactions and compliance with applicable law and regulations. Your company has not undertaken business operations in the F.Y. 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the listing agreement, the Management Discussions and analysis report is annexed hereto and forms part of this report.

CORPORATE GOVERNANCE

The Report on the Corporate Governance together with the Auditors Certificate regarding the Compliance of Corporate Governance annexed below and forms part of this Report.

FIXED DEPOSIT

Your Company has not Invited nor accepted any Fixed Deposits under the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

During the year under review, there was no change in the directorship of the company. As on date. Mrs. J. K. Bakshi, Chairperson and Managing Director, Mr. H. K. Vyas, Director, Mrs. Sheena Sarup, Non-executive and Independent Director and Mr. Shiv Kumar Vasesi, Non-executive and Independent Director are on the Board of the company.

On 3rd day of September 2014, the term of Mrs. J. K. Bakshi as Chairperson cum Managing Director comes to an end. As such, she is being re-appointed as Chairperson cum Managing Director for a further period of five years w.e.f. 4th day of September 2014.

RE-ISSUE OF FORFEITED EQUITY SHARES

The Board of directors in its meeting held on 4th day of September 2014 has decided to re-issue 5,08200 forfeited equity shares on preferential basis to M/s Jit Family Trust the promoter group of the company subject to the approval of members of the company by passing the Special Resolution in the Annual General Meeting of the company to be held on 29th September 2014 and the other approvals of the Bombay stock exchange, SEBI regulations and the rules made thereunder.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956

None of the employees was in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY

Particulars with respect to Conservation of Energy, Technology Absorption as per section 217(9) (e) of the Companies Act, 1956 read with Company''s (Disclosure of particulars in the Board of Directors) Rule, 1988 for the year ended 31st March 2014 are annexed to this report.

STATUTORY AUDITORS

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITOR''S REPORT

Your Directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report. Reference to the Company being sick is being taken up separately as required under the provisions of the Sick Industrial Companies (Special Provisions) Act 1986. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditors Report are self-explanatory.

DIRECTOR''S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 (AS AMENDED)

The Directors confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the Company, have been followed, along with proper explanation relating to material departures

2. They have selected such accounting policies and applied them consistently and made judgments and estimates are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. They have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Board acknowledges with gratitude the co-operation and assistance of the Government Departments. Ministries and Departments of the Union Territory of Daman as well as other Authorities for their support and assistance. Your Directors are happy to place on record their gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the Shareholders for their continued support to the Company.

On behalf of the Board

sd/-

Place: Mumbai J.K. Bakshi Date: 4th September, 2014 Chairperson & Managing Director DIN-00256653

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Mar 31, 2013

The Directors submit herewith 30th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the F.Y. Ended 31.03.2013 For the F.Y. Ended 31.03.2012

Particulars

Turnover/Other Income 48.86 62.13

Earnings before Tax and Depreciation 3.91 27.37

Depreciation 182.22 182.22

Profit/(Loss) before Tax (178.31) (154.85)

Provision for Taxation 0.00 0.00

Profit/(Loss) after Taxation (178.31) (154.85)

Prior Period Items 0.15 0.00

ProfitZ(Loss) for the Year (178.46) (154.85)

DIVIDEND

In view of the losses suffered by the company for the year under review, your Management does not recommend any Dividend for the year.

OPERATIONS:

During the period under review, the turnover/ other income of the company was Rs. 48.86 Lacs (Previous year Rs. 62.13 Lacs) which pertains to miscellaneous income and derived from the job work.The board of the company is currently looking for an associate to re-start the activities of the company. In this area, the board has conducted many meetings with various professionals and industeialists and is in the process of finalizing the suitable associ- ate.

REFERENCE TO BIFR:

As you are aware we are a BIFR declared sick company and at hearing held on 5W February 2009 to consider the suggestions/objections to the Draft Rehabilitation Scheme, the BIFR observed that the company has sought so many relief and concessions from various Central and State Governments and without giving sufficient opportunity to the concerned Departments, the DRS cannot be sanctioned. Therefore, the BIFR Bench appointed State Bank of India as the Operating Agency under section 17(3) of SICA with directions to formulate a DRS after holding a joint meeting with all concerned agencies. The bench further in its hearing dated 2nd May 2011 directed that name of Bank of Saurashtra to be deleted from the mailing list. The SBI (OA)was also directed to complete all its formalities of acquiring information of the case within period of four weeks of hearing. Company is directed to provide all assis- tance to SBI. As directed, the company provided all the requisite details to SBI (OA) and thereafter, the SBI (OA) has submitted fully tied up DRS with the BIFR, which is still pending for sanction.

INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are insured adequately and safeguarded, transactions are authorized, optimum utilization of resources, reporting of financial transactions and compliance with applicable law and regulations. Your company has not undertaken business operations in the F.Y. 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the listing agreement, the Management Discussions and analysis report is annexed hereto and forms part of this report.

CORPORATE GOVERNANCE

The Report on the Corporate Governance together with the Auditors Certificate regarding the Compliance of Corporate Governance annexed below and forms part of this Report. FIXED DEPOSIT

Your Company has not invited nor accepted any Fixed Deposits under the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

During the year under review, Mrs. Swinder Kaur Bindra, Director of the company, ceased from the directorship of the company due to death occurred on 25th July 2013. Mr. Gurjit Singh, Director of the company, ceased from the directorship of the company due to death occurred on 21st August 2013. Mr. H.K.Vyas will retire by rotation at the forth-coming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. Mr. Shiv Kumar Vasesi has been appointed as an additional director on 11.06.2013 and Mrs. Sheena Sarup has been appointed as an additional director on 23.08.2013. As on date, Mrs. J. K. Bakshi, Chairperson and Managing Director, Mr. H. K. Vyas, Director Mrs. Sheena Sarup, Director and Mr. Shiv Kumar Vasesi, Director are on the Board of the company.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956

None of the employees was in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY

Particulars with respect to Conservation of Energy, Technology Absorption as per section 217(9) (e) of the Companies Act, 1956 read with Company''s (Disclosure of particulars in the Board of Directors) Rule, 1988 for the year ended 31s'' March 2013 are annexed to this report. STATUTORY AUDITORS

" M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITOR''S REPORT

Your Directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report. Reference to the Company being sick is being taken up separately as required under the provisions of the Sick Industrial Companies (Special Provisions) Act 1986. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not disqualified for such reappoint- ment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditors Report are self-explanatory.

DIRECTOR''S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 (AS AMENDED)

The Directors confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the Company, have been followed, along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and esti- mates are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. They have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The annual accounts are prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Board acknowledges with gratitude the co-operation and assistance of the Government Departments,Ministries and Departments of the Union Territory of Daman as well as other Authorities for their support and assistance. Your Directors are happy to place on record their gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the Shareholders for their continued support to the Company.

On behalf of the Board

Place: Mumbai JK. Bakshi

-sd-

Date: 2nd September,2013 Chairperson $ Managing Director

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Mar 31, 2010

The Directors submit herewith 27th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2010.

FINANCIAL HIGHLIGHTS (Rs. in lacks)

Particulars For the FY. For the F.Y. Ended 31.03.2010 Ended 31.03.2001

Turnover 36.78 133.03

Earnings before Interest and Depreciation (54.82) (170.50)

- Depreciation 182.22 180.73

- Financial Charges 0.35 0.90

Proflt/(Loss) before Tax (237.30) (352.13)

Provision for Taxation 0.00 0.99

Proflt/(Loss) after Taxation (237.39) (353.12)

Prior Period Items 3.18 34.54

Profitl/(Los8) for the Year (240.57) (387.66)

Surplus/(Deflclt) from Previous Year brought forward (6788.24) (6400.58)

Surplus/(Deficit) Carried to Balance Sheet (7028.81) (6788.24)



DIVIDEND

In view of the toss for the year under review your Management does not recommend any Dividend for the year.

OPERATIONS:

During the under review the turnover of the company was Rs. 36.78 Lacs (Previous year Rs. 133.93 Lacs) which includes miscellaneous income and write off of expenses to the extent of Rs 31.52 Lacs. The board of the company is currently looking for an associate to re-start the activities of the company. In this area, the board has conducted many meetings with various professionals and industeialists and is in the process of finalizing the suitable associate.

REFERENCE TO BIFR:

As you are aware we are a BIFR declared sick company and at hearing held on 5th February 2009 to consider the suggestions/objections to the Draft Rehabilitation Scheme, the BIFR observed that the company has sought so many relief and concessions from various Central and State Governments and without giving sufficient opportunity to the concerned Departments, the DRS cannot be sanctioned. Therefore, the BIFR Bench appointed State Bank of India as the Operating Agency under section 17(3) of SICA with directions to formulate a DRS after holding a joint meeting with all concerned agencies. Company preferred an appeal before the AAIFR which has been admitted and the case is posted for completion of pleadings on 20th August 2010. on the date fixed hereing on 20th August 2010 the company has withdrawn sucessfully the case from AAIFR.

We hope to receive approvals of concerned authorities for its revival and restructuring plans and which will hopefully reflect in the financials for the year ending 31st March 2011.

FUTURE OUTLOOK

The Government of India have identified the field of Technical Textiles in which the Non-Woven Industry is an important component as a key growth area and the industry has been made eligible for support and encouragement under the Technology Upgradation Funding Scheme (TUFS). Your Directors are confident the company will be rehabilitated by restructuring of the loans and bringing in fresh funds from fresh investment into the company.

International outlook and demand for the Non-Woven Industry continues to be in a growth and Technology Upgradation mode. There have been substantive developments in the manufacturing technologies and the Plant & Equipment for the production of these products and the future viability of any player in this field is to a large extent dependent upon successful achievement of these parameters. Such steps will require new investment in Plant, Equipment and Technological Up gradation. Your company will make sincere and intensive efforts to re-structure its financial position and to take advantage of the good future outlook that exists for the industry and its business as soon as possible. Your Companys imported plant has continuously being giving operational and breakdown problems. Intensive efforts were made to repair and renovate the plant in spite of lack of cooperation from the plant suppliers.

INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are Insured adequately and safeguarded, transactions are authorized, optimum utilization of resources, reporting of financial transactions and compliance with applicable law and regulations. Special emphasis has been given to product quality, new products development and cost control areas.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing agreement, the Management Discussions and analysis report is annexed hereto and forms part of this report.

CORPORATE GOVERNANCE

The Report on the Corporate Governance together with the Auditors Certificate regarding the Compliance of Corporate Governance annexed below and forms part of this Report.

FIXED DEPOSIT

Your Company has not invited nor accepted any Fixed Deposits under the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

During the year under review, Mrs. Swinder Kaur Bindra has been appointed as additional director of the company by the Board of Directors on 10th August 2010 and whose term is due to expire at the ensuing Annual General Meeting and has been proposed to be appointed as director under section 257 of the Companies Act, 1956. Mr. Gurjit Singh,Director of the company, will retire by rotation at the forth-coming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. As on date, Mrs. J. K. Bakshi, Chairperson and Managing Director, Mr. H. K. Vyas, Director Mr. Gurjit Singh, Director and Mrs. Swinder Kaur Bindra, Additional Director are on the Board of the company.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956

None of the employees was in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY

Particulars with respect to Conservation of Energy, Technology Absorption as per section 217(9) (e) of the Companies Act, 1956 read with Companys (Disclosure of particulars In the Board of Directors) Rule, 1988 for the year ended 31* March 2010 are annexed to this report.

STATUTORY AUDITORS

M/s. Jayesh Sanghrajka & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITORS REPORT

Your Directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report. Reference to the Company being sick is being taken up separately as required under the provisions of the Sick Industrial Companies (Special Provisions) Act 1986. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act. The Auditors has also submitted peer review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, New Delhi as required under the listing agreement. The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

During the year under review, your Company had cordial industrial relations with its employees and measures to im- prove human relations including management development at all levels were continued.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 (AS AMENDED) The Directors confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards issued by the Institute of Char- tered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the Company, have been followed, along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. They have taken proper and sufficient care of the maintenance of adequate accounting records, in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Company is a going concern.

ACKNOWLEDGEMENTS

Your Board acknowledges with gratitude the co-operation and assistance of the Government Departments.

Ministries and Departments of the Union Territory of Daman as well as other Authorities for their support and assistance. Your Directors are happy to place on record their gratitude to the employees at all levels for their commitment and dedicated efforts. The Directors are also thankful to the Shareholders for their continued support to the Company.

On behalf of the Board

Place: Mumbai J.K. Bakshl

Date: 25th August.2010 Chairperson & Managing Director