To the Members
Your Directors have pleasure in presenting the Thirty Seventh Annual Report and the
Audited Accounts of your company for the financial year ended 31st March 2019.
FINANCIAL SUMMARY [pursuant to Rule 8(5) (i) of the Companies (Accounts) Rules,
2014]
The financial results for the year ended 31st March, 2019 as compared with the previous
year are as follows:-
Based on Ind AS compliant Financial Statements
(Rs. in Lakhs)
|
Year ended 31-03-2019 |
Year ended 31-03-2018 |
| Profit/(loss) after Depreciation but before tax |
(2.00) |
(1.27) |
| Provision for taxation |
- |
- |
| Profit/(Loss) after tax |
(2.00) |
(1.27) |
| Profit/(Loss) brought forward from last year |
(2,421.13) |
(2,419.86) |
| Balance Carried to Balance Sheet |
(2,423.13) |
(2,421.13) |
OPERATIONS
Your Company did not carry out any operation during the year.
TAKEOVER OF ASSETS BY SIPCOT
Your Company had committed default in repayment of dues to SIPCOT for an amount of
Rs.10.56 Crores. Consequent to the default, SIPCOT took symbolic possession of the Land
and Building and Plant and Machinery of the Company under section 29 of the State
Financial Corporation Act, on 15-12-2003, and pursuant to the Order passed by the High
Court of Madras, brought it for Auction Sale for realisation of its dues on "as-is-
where-is" basis and ongoing concern concept. SIPCOT invited Tenders for the sale of
the assets, by Advertisements. SIPCOT had allotted the auctioned assets to a Company
"Nagoorar Enterprises Private Ltd., Chennai" who were the successful bidder.
SIPCOT, vide its letter dated 07-05-2007, has intimated the said Nagoorar Enterprises
Private Ltd of its approval to transfer of the land measuring 8.85 acres at SIPCOT
Industrial Complex, Ranipet, originally allotted to Kamar Chemicals & Industries Ltd
and the sale of building find Plant and machinery for a total sale consideration of Rs.285
lakhs. Further, on 6th November, 2007, the fixed assets, including Land, of the
Chemical Plant has been handed over in running /as-is-where-is condition and ongoing
concern concept to SIPCOT, which, in turn, was handed over to Nagoorar Enterprises Private
Ltd., who were the successful bidder. The liabilities of the Company were not transferred.
BOARD OF DIRECTORS
Directors retiring by rotation:
Shri M.S. Sethuraman, Director, (DIN 02682364), retires by rotation at this Annual
General Meeting and being eligible offers himself for reappointment.
Reappointment of Independent Director for a second term of five consecutive years:
In accordance with the provisions of section 149(10) of the Companies Act, 2013 the
Board of Directors, at their meeting held on 30th July 2019, re-appointed Shri
Abdul Raghu Misther (DIN: 06938099), Independent
Director, for a second term of 5 consecutive years to hold office from 1st
April 2019 to 31st March 2024, subject to the approval of the members by
passing special resolution at the ensuing 37th Annual General Meeting.
The resolution for the aforesaid re-appointment together with requisite disclosures are
set out in the Notice of the ensuing 37th Annual General Meeting. The Board
recommends the-resolution for your approval.
COMPULSORY DELISTING OF THE LISTED EQUITY SHARES OF THE COMPANY BY BSE LTD
The BSE Limited, vide its Order dated 22nd August 2017, compulsorily
delisted all the listed equity shares of your Company from the BSE Limited with effect
from 23rd August 2017. The said Order provides that in the interest of
investors and as advised by SEBI, the shares of the Company are moved to the Dissemination
Board of the BSE Ltd for a period of 5 years. The Order also provides that on account of
compulsory delisting of all listed equity shares of the Company, in terms of Regulation
23(3) of Delisting Regulations, the Promoters of the Company are liable to acquire
delisted.equity shares from the public shareholders by paying them the value determined by
the Valuer appointed by BSE Ltd.
In a Public Notice dated 9th September 2017 BSE has informed that the value
of the shares for the Exit Offer by the Promoter is Re. 1/- per share.
The Company, vide its letter dated 24th April 2019, to BSE, has requested
the BSE to revalue the share and fix at Nil value. BSE, vide email sent on 10th
May 2019 has informed that the request of the Company is under process. The Company has
not received any further communication from BSE on this matter.
Since your Company has ceased to be a listed Company, the disclosures, that are
required to be made in the case of a listed company under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not
made in this Directors Report.
The Status of the Company has been changed as an Unlisted Company in the Register of
Companies with the Registrar of Companies in June 2019.
Audit Committee
Since the Company has been compulsorily delisted by the BSE, it has ceased to be a
listed Company. Hence, Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 on the constitution of an Audit Committee shall not apply
to the Company. The Company also does not meet the requirements laid down in Rule 6 of the
Companies (Meetings of Board and its Powers) Rules,2014 read with Rule 4 of the Companies
(Appointment Qualification of Directors) Rules, 2014 for constitution of an Audit
Committee.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee is constituted in line with the provisions of
section 178 (5) of the Companies Act, 2013.
The following Non-Executive directors are the members of the Stakeholders Relationship
Committee:
Shri Abdul Raghu Misther (Independent Director)
Shri Syed Meeran
Shri M S Sethuraman (Independent Director)
The Chairman of the Committee is a Non-Executive, Independent director.
The Stakeholders Relationship Committee was constituted to consider and resolve the
grievances of shareholders and other security holders of the Company. The Committee shall
expedite the process of share transfers. The Board has delegated the powers of
registration of share transfers to the Committee. Any major transfers approved at the
Stakeholders Relationship Committee meetings are placed before the Board.
DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE
COMPANIES (ACCOUNTS) RULES, 2014
Extract of Annual Return:
The extract of the Annual Return in the Form MGT 9 is annexed to this Report as Annexure
I.
Number of meetings of the Board:
There were four Board meetings during the year.
DirectorsResponsibility Statement:
To the best of their knowledge and belief and according to the confirmation arid
explanations obtained by them, your Directors make the following statement in terms of
Section 134(5) of the Companies Act, 2013.
i) That in the preparation of the Annual Accounts, for the year ended 31st
March 2019, the applicable Accounting Standards had been followed along with proper
explanation for material departures, if any;
ii) That the selected accounting policies were applied consistently and judgements and
estimates
that are reasonable and prudent were made so as to give a true and fair view of the
state of affairs of the Company as at the end of the financial year ended 31st
March 2019 and of the loss of the Company for that period;
iii) That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for safe
guarding the assets of the Company and for preventing and detecting frauds and other
irregularities:
iv) That the annual accounts for the year ended 31st March 2019 had been prepared on a
going concern basis.
v) Internal financial controls had been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and;
vi) Proper systems to ensure compliance with the provisions of all applicable laws had
been devised and that such systems were adequate and operating effectively.
Declaration by Independent Directors:
The Board has received the declaration from the Independent Director as per the
requirement of section 149(7) of the Companies Act, 2013 and the Board is satisfied that
the Independent Director meets the criterion of independence as mentioned in section
149(6) of the Companies Act, 2013.
Companys policy on Directors appointment and remuneration:
The Company has not laid down any policy for appointment of directors and their
remuneration. The Company is not paying any remuneration to its directors. There are no
executive directors in the Company. There are no employees in the Company. Since, the
Company is not carrying on any operations, it has no intention to appoint any director.
Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made in the Auditors Report and in the Secretarial Audit Report:
The Auditors Report to the Shareholders for the year under review contains adverse
opinion made by the auditor stating that in his opinion the Companys accounts should not
have been compiled on ‘Going Concern basis due to the reasons stated in the
Report.
Since the SIPCOT has taken over the Assets of the Company and sold them by Open fender
for recovery of its dues in full, the Company is not in a position to recommence its
production and carry on business activity in order to earn profit. The Management is
exploring the possibilities of carrying On some business in accordance with its object
clause.
The Auditors Report also contains the following adverse remark:
The Company has not appointed a woman director as required under Section 149 (1) of the
Companies Act, 2013. Also, The Company has not appointed an internal auditor as required
under Section 138 (1) of the Companies Act, 2013. The Company has not appointed a Company
Secretary as required under Section 203. Since the Company has ceased to be a listed
Company it is not required to appoint a Woman Director. The Company does not meet the
requirements of Rule 3 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 in respect of appointment of woman director by other public companies and
hence it is not required to appoint a woman director.
Since the Company has ceased to be a listed Company it is not required to appoint an
internal auditor. The Company does not meet the requirements of Rule 13 of the Companies
(Accounts) Rules, 2014 in respect of appointment of internal auditor by unlisted public
companies and hence it is not required to appoint an internal auditor.
Since the Company has ceased to be a listed Company it is not required to appoint a
Company Secretary. The Company does not meet the requirements of Rules 8 and 8A of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
appointment of Company Secretary by unlisted public companies and hence it is not required
to appoint a Company Secretary.
The Secretarial Audit Report, given by a Company Secretary in practice, states that the
Company has not fully complied with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,. 2015, except those as mentioned in
the Report and that it is insisted that the company initiate action to comply with all the
listing obligations.
It is stated that from 23Td August 2017, consequent to the compulsory
delisting of all the listed equity shares of the Company listed at the BSE Ltd, the
Company has ceased to be a listed company and the equity shares of the Company has been
moved to the Dissemination Board of the BSE Ltd. Hence it is not required to comply with
the listing regulations the Secretarial Audit report also states that the company has not
complied with mandatory appointment of Woman Director.
Explanation to this has already been given in the explanation to the AuditorsReport
comments.
The Secretarial Audit Report states that boards decisions have yet to be recorded in
the Minutes Book in line with the stipulations prescribed by the Companies Act, 2013,
Rules made thereunder and the Secretarial Standards in operation. The Company has been
insisted on updating of Minutes and other statutory registers. Since the Company is not
carrying any business operation it has no employees working for it. The Directors are
taking steps to get the Minutes Book updated.
Particulars of loans, guarantees or investments under section 186 of the Companies Act,
2013:
There are no loans made, guarantees given or security provided or securities of any
other body corporate acquired, during the year, under section 186 of the Companies Act,
2013.
Particulars of contracts or arrangements with related parties:
There are no Related Party Transactions (RPTs) made by the Company with the Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large as per the provisions of the Companies
Act, 2013. There are no particulars of RPTs to be disclosed in Form AQC-2.
The state of the Companys affairs:
The state of the Companys affairs is explained in the paragraph ‘operations in
the Directors Report.
The amount, if any, carried to reserves:
The Company has not transferred any amount to reserves.
The amount, if any, which it recommends, should be paid by way of dividend;
Since the Company has accumulated losses, the directors do not recommend dividend for
the year.
Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of report:
There are no Material changes and commitments that have occurred between the end of the
financial year of the Company to which the financial statements relate and the date Of
this report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:
a. The Company has no activity involving conservation of energy or technology
absorption.
b. The Company does not have any foreign exchange earnings and outgo.
Risk Management Policy:
Since the Company does not carry on any business operations it has not formulated a
Risk Management Policy during the year.
The financial summary or highlights:
The financial summary is given in the Paragraph ‘Financial Summary in the
Directors Report.
The change in the nature of business, if any:
There is no change in the nature of business.
The details of directors or key managerial personnel who were appointed or have
resigned during the year:
No directors or key managerial personnel were either appointed or have resigned during
the year.
The names of companies which have become or ceased to be Subsidiaries, joint ventures
or associate companies during the year:
There are no companies which have become or ceased to be Subsidiaries, joint ventures
or associate companies during the year.
The details relating to deposits, covered under Chapter V of the Companies Act, 2013
and details of deposits which are not in compliance with the requirements of Chapter V of
the Companies Act, 2013: The company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013.
The details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future:
The BSE Limited, vide its Order dated 22nd August 2017, compulsorily
delisted all the listed equity shares of your Company from the BSE Limited with effect
from 23rd August 2017. The said Order provides that in the interest of
investors and as advised by SEBI, the shares of the Company are moved to the Dissemination
Board of the BSE Ltd for a period of 5 years. The Order also provides that on account of
compulsory delisting of all listed equity shares of the Company, in terms of Regulation
23(3) of Delisting Regulations, the Promoters of the Company are liable to acquire
delisted equity shares from the public shareholders by paying them the value determined by
the Valuer appointed by BSE Ltd.
The details in respect of adequacy of internal financial controls with reference to the
Financial Statements:
The Company has adequate internal controls commensurate with the size of the Company
and the nature of its business operations.
Disclosure as to whether maintenance of cost records is required by the Company and
whether such accounts and records are made maintained
The Company is not required to maintain cost records as specified by the Central
Government under section 148(1) of the Companies Act, 2013.
Disclosure under section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure as to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
AUDITORS
M/s S. Venkatram & Co, Chartered Accountants, Chennai, (Firm Registration No.
004656S) the Statutory Auditors of the company, were reappointed at the 36th Annual
General Meeting for a term of five consecutive financial years commencing from the
financial year 1st April 2018 to hold office from the conclusion of the 36th
Annual General Meeting till the conclusion of the 41st Annual General Meeting of the
company. SECRETARIAL AUDIT
The Board has appointed Shri K. Elangovan, M/s Elangovan Associates, Company
Secretaries in Practice, Chennai, (Certificate of Practice No.3552) Membership No.
(FCS1808) to carry out Secretarial Audit under the provisions of section 204 of the
Companies Act, 2013 for the financial year 2018-19. The Secretarial Audit Report is
annexed to this report as Annexure II.
STATEMENT OF EMPLOYEESPARTICULARS
The particulars required to be furnished under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 is as follows:
During the year, there are no employees drawing remuneration of Rs.60 lakhs or more per
annum or Rs.5 lakhs or more per month, or was in receipt Of remuneration which, neither in
the aggregate nor at a ratewhich in the aggregate, is in excess of that drawn by the
Managing Director or holding, either by himself or along with his spouse and dependent
children, not less than 2% of the equity shares of the Company.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continued co-operation and
support extended by all concerned persons and authorities for the smooth and efficient
functioning of the Company.
|
|
By order of the Board |
| Place : Chennai - 600 004 |
SYED MEERAN |
M.S. SETHURAMAN |
| Date : 30th July 2019 |
Director |
Director |
|
DIN: 00547775 |
DIN: 02682364 |
+91-9892691696
