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URVI CHEMICALS AND ALLIED INDUSTRIES LIMITED
ANNUAL REPORT 2003-2004
DIRECTOR'S REPORT
TO
THE SHAREHOLDERS
The Directors present their 31st Annual Report on the affairs of the
Company for the year ended 31st March, 2004 together with the Audited
Statement of Accounts.
Current Year Previous Year
(31-03-2004) (31-03-2003)
(Rs. in Lacs) (Rs. in Lacs)
1. FINANCIAL RESULTS
The year's working after
meeting all expenses (141.00) (384.34)
resulted in Loss after tax of
Prior period items (08.04) (02.29)
(149.04) (386.63)
Balance of Profit/(Loss)
brought forward (386.55) (00.08)
Balance of Loss carried to
Balance Sheet (535.59) (386.55)
2. DIVIDEND
In view of losses incurred by the Company, the Directors do not recommend
any dividend for the year under report.
3. REVIEW OF OPERATION
The Company's overall performance has been affected adversely during the
year. Gross Income declined to Rs.38.53 Lacs against Rs.395.56 Lacs in the
previous year. The Loss for the year in Rs.141.00 Lacs as against Loss
Rs.384.34 Lacs during the previous year.
4. SUBSIDIARY COMPANIES
The Balance Sheet and Profit and Loss Account of Piramal Polymers Limited
and statement under Section 212 of the Companies Act, 1956 are annexed.
5. PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration prescribed under Section
217(2A) of the Companies Act, 1956.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 Mr. Vijay Garg
and Mr. Ranjan Sanghi, retire by rotation at the ensuing Annual General
Meeting and are eligible for re-appointment.
7. DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, ("the Act")
we hereby state:
(i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) That the Directors have selected such accounting policies and applied
them consistently and made judgements 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, 2004 and its Loss for the year ended on that
date.
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) That the Directors have prepared the annual accounts on a going
concern basis.
8. COMPLIANCE CERTIFICATE
In accordance with the provisions of section 383A of the Companies Act,
1956 read with the Companies (Compliance Certificate) Rules, 2001 the
Company has obtained a Certificate from a Company Secretary in Whole-time
Practice and a copy of such Certificate is attached to this Report.
9. AUDITORS
The Auditors, M/s. Bharat Bhuta & Co., Chartered Accountants, Mumbai,
retire as Auditors of the Company at the ensuing Annual General Meeting and
are eligible for re-appointment.
For and on behalf of the Board
URVI A. PIRAMAL
CHAIRPERSON & DIRECTOR
Mumbai
Dated : 30th June, 2004
COMPLIANCE CERTIFICATE
Registration No. of the company: 11-16888
Nominal Capital: Rs.24 Lakhs
To,
The Members
Urvi Chemicals & Allied Industries Limited
Administrative Building,
Morarjee Mills Compound,
Parel, Mumbai 400012.
We examined the registers, records, books and papers of Urvi Chemicals &
Allied Industries Limited (the Company) as required to be maintained under
the Companies Act, 1956, (the Act) and the rules made thereunder and also
the provisions contained in the Memorandum and Articles of Association of
the Company for the financial year ended on 31st March 2004 (financial
year). In our pinion and to the best of our information and according to
the examinations carried out by us and explanations furnished to us by the
Company, its officers and agents, we certify that in respect of the
aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure
`A' to this certificate, as per the provisions of the Act and the rules
made thereunder and all entries therein have been duly recorded.
2. The Company has filed the forms and returns as stated in Annexure `B'
to this certificate, with the Registrar of Companies within the time
prescribed under the Act and the rules made thereunder. No forms or
return were required to be filed with the Regional Director, Central
Government, Law Board or other authorities.
3. The Company, being a public limited Company, has the minimum prescribed
paid up capital.
4. The Board of Directors duly met six times respectively on 30th June
2003, 31st July 2003, 5 September 2003, 31st October 2003, 26th December
2003 and 30th 2004 in respect of which meetings proper notices were given
and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.
5. The Company closed its Register of Members from 16th September 2003 to
20th September 2003 and necessary compliance of section 154 of the Act has
been made.
6. The annual general meeting for the financial year ended on 31st March
held on 20th September 2003 after giving due notice to the members of the
Company and the resolutions passed thereat were duly recorded in Minutes
Book maintained for the purpose.
7. No Extra-ordinary general meeting was held during the financial year.
8. The Company has not advanced any loans to its directors or persons or
firms or companies referred to under Section 295 of the Act.
9. The Company has not entered into any contracts falling within the
purview of section 297 of the Act.
10. The Company has made necessary entries in the register maintained under
section on 301 of the Act.
11. As there were no instances falling within the purview of section 314
of the Act, the Company has not obtained any approvals from the Board of
directors, members or Central Government, as the case may be.
12. The Company has not issued any duplicate certificate during the
financial year.
13. The Company has:
(i) not made any allotment / transfer / transmission, during the financial
year;
(ii) not deposited any amount in a separate bank account as no dividend was
declared during the financial year under review;
iii) not posted dividend warrants as no dividend was declared during the
year under review;
(iv) amount lying in the Books of Account in respect of unpaid dividend,
application money due for refund, matured deposits, matured debentures and
the interest accrued thereon;
(v) duly complied with the requirements of section 217 of the Act.
14. The Board of directors of the Company is duly constituted. There was no
appointment of additional directors, alternate directors and directors to
fill casual vacancy during the financial year.
15. The Company has not appointed any managing director/whole-time director
/ manager during the financial year.
16. The Company has not appointed any sole selling agents during the
financial year.
17. The Company was not required to obtain any approvals of the Central
Government Company Law Board, Regional Director, Registrar of Companies and
/ or such authorities prescribed under the various provisions of the Act.
18. The directors have disclosed their interest in other firms / companies
to the Board of Directors pursuant to the provisions of the Act and the
rule made thereunder.
19. The Company has not issued any shares, debentures or other securities
during the financial year.
20. The Company has not bought back any shares during the financial year.
21. As there were no preference shares or debentures issued, there was
no redemption of preference shares or debentures during the financial year
under review.
22. There were no transactions necessitating the Company to keep in
abeyance rights to dividend, rights shares and bonus shares pending
registration transfer of shares.
23. The Company has not invited / accepted any deposits including any
unsecured loans falling within the purview of section 58A during the
financial year.
24. The amount borrowed by the Company from during the financial year
ending 31st March 2004 are within the borrowing limits of the Company and
that necessary resolution as per section 293(1)(d) of the Act had been
passed duly convened annual general meeting.
25. The Company has made loans and investments to other bodies corporate in
compliance with the provisions of the Act and has made necessary entries in
the register kept for the purpose.
26. The Company has not altered the provisions of the Memorandum with
respect to situation of the Company's registered office from one State to
another during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with
respect to the objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with
respect to name of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with
respect to share capital of the Company during the year under scrutiny.
30. The Company has riot altered its articles of association during the
financial year.
31. There was no prosecution initiated against or show cause notices
received by the company, during the financial year, for offences under the
Act.
32. The Company has not received any money as security from its employees
during the financial year.
33. The Company has not constituted Provident Fund for its employees and as
such, Section 418 of the Act is not applicable to the Company.
Signature:
Name of the Company Secretary: Surendra U. Kanstiya
Date : 30-06-2004. C.P.No. : 1744
ANNEXURE "A" TO THE COMPLIANCE CERTIFICATE OF URVI CHEMICALS & ALLIED
INDUSTRIES LIMITED
Registers as maintained by the Company
1. Register of Members u/s 150.
2. Register of Contracts u/s 301.
3. Register of Contracts, companies and firms in which directors are
interested u/s 301 (3)
4. Register of Director, Managing Director, Secretary u/s 303.
5. Register of Directors' Shareholdings u/s 307.
6. Register of Loans u/s 370.
7. Register of Investments u/s 372.
8. Register of Loans, Investments etc. u/s 372A.
9. Register of Transfers.
10. Minutes Book of Board Meeting & General Meeting under the Companies
Act, 1956.
Signature:
Name of the Company Secretary: Surendra U. Kanstiya
C.P.No. : 1744
Date : 30-06-2004.
ANNEXURE "B" TO THE COMPLIANCE CERTIFICATE OF URVI CHEMICALS & ALLIED
INDUSTRIES LIMITED
Forms and Returns as filed by the Company during the financial year ending
31.3.2004
* With Registrar of Companies:
Sr. Form No./ A B C
No. Return
1. Compliance 383A Year ended 24.09.
Certificate 31.03.2003 2003
2. Annual 220 Year ended 24.09.
Accounts 31.03.2003 2003
3. Annual 159 A.G.M. held on 18.11.
Return 25.09.2003 2003
Sr. Form No./ D E
No. Return
1. Compliance
Certificate Yes No
2. Annual
Accounts Yes No
3. Annual Yes No
Return
A = Filed Under Section
B = For
C = Date of Filing
D = Whether Filed within Prescribed time
E = If delay in filing Whether requisite additional fees paid Yes / No
* With Regional Director, Central Govt. or other authorities: Nil
Place : Mumbai Signature:
Name of the Company Secretary: Surendra U. Kanstiya
Date : 30.06.2004. C.P.No.: 1744
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