MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A) INDUSTRY STRUCTURE AND DEVELOPMENT:
The Company is doing the business of tyre retreading. This industry requires capital
investment and faces competition from unorganized sector.
B) SEGMENT – WISE OR PRODUCT - WISE PERFORMANCE:
The company has only one segment i.e. tyre retreading.
C) OPPORTUNITIES / OUTLOOK:
The Management forcsee good potential for the company in the coming years.
D) THREATS
As mentioned above, there is severe competition faced by the company from the
unorganized sector.
E) RISKS AND CONCERNS:
The Management has taken adequate measures to safe guard the company against the risks
and concerns.
F) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
Your Company has been maintaining an adequate internal control system commensurate with
the size and nature of its business.
G) CAUTIONARY STATEMENT:
Due to unfavorable market conditions your company is facing profitability problems
however, your management is making optimum efforts to minimize the overheads & cost
reduction.
|
BY ORDER OF THE BOARD |
|
KONKAN TYRES LIMITED |
| DATE: 17-08-2012 |
Sd/- |
| PLACE: - Mumbai |
O.G. SONI |
|
(CHAIRMAN) |
CEO/CFO CERTIFICATION
To,
The Board of Directors,
KONKAN TYRES LIMITED
F-2/10, M.I.D.C., Kherdi,
Chiplun,
Dist. Ratangiri (Maharashtra).
I, O. G. Soni CEO of the Company do hereby certify that:
a) We have reviewed financial statements and the cash flow statement for the year and
that to the best of our knowledge and belief:
I. These statements do not contain any materially untrue statement or omit any material
fact or contain statement that might be misleading;
II. These statements together present a true and fair view of the company’s
affairs and are in compliance with existing accounting standards, applicable laws and
regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by
the company during the year which are fraudulent, illegal or violative of the
Company’s code of conduct.
c) we accept responsibility for establishing and maintaining internal controls and that
we have evaluated the effectiveness of the internal control systems of the Company and we
have disclosed to the auditors and the Audit Committee, deficiencies in the design or
operation of internal controls, if any of which we are aware and the steps we have taken
or propose to take to rectify these deficiencies.
d) We have indicated to the auditors and the Audit Committee
i) Significant changes in internal control during the year;
ii) Significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and iii) Instances of significant
fraud of which we are become aware and the involvement therein, if any, of the management
or an employee having a significant role in the Company’s internal control system.
FOR KONKAN TYRES LIMITED
Sd/-
MR.O.G.SONI
(CEO)
Date: 17-08-2012
Place: Mumbai
AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Board of Directors,
KONKAN TYRES LIMITED
F-2/10, M.I.D.C., Kherdi,
Chiplun,
Dist. Ratangiri (Maharashtra).
We have examined the compliance of the conditions of Corporate Governance by KONKAN
TYRES LIMITED for the year ended on 31st March 2012, as stipulated in Clause 49, of the
Listing Agreement of the Company with the Stock Exchange, Mumbai.
The Compliance of the conditions of the Corporate Governance is the responsibility of
the Management. Our review was limited to procedures and implementation thereof, adopted
by the Company for ensuring the compliance of the conditions of Corporate Governance. It
is neither an audit nor an expression of opinion, of the financial statement of the
company.
In our opinion and according to the information and explanations given to us, we state
that to the best of our knowledge, the Company has complied with the conditions of
Corporate Governance stipulated in the Clause 49 of the listing agreement with the stock
Exchange except clause 49(V).
We state that the compliance of the conditions of the Corporate Governance is neither
an assurance as to future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
| For A.D. Kulkarni & Co., |
|
| Chartered Accountant |
|
| Sd/…. |
|
| A.D. Kulkarni |
17-08-2012 |
| (Proprietor) |
Mumbai. |
FORM [See Rule 3]
COMPLIANCE CERTIFICATE
| CIN |
L25190PN1983PLC029241 |
| Nominal Capital |
Rs. 5,00,00,000/- |
| Paid-up Capital |
Rs. 3,11,77,000/- |
| The Members, |
|
| KONKAN TYRES LIMITED |
|
| F2/10, MIDC Area, |
|
| Kherdi, Chiplun, |
|
| Ratnagiri |
|
I have examined the registers, records, books and papers of KONKAN TYRES LIMITED (the
"Company") as required to be maintained under the Companies Act, 1956, (the
"Act") and the rules made there under and also the provisions contained in the
Memorandum and Articles of Association of the Company for the financial year ended on 31st
March, 2012 ("financial year"). In my opinion and to the best of my information
and according to the examinations carried out by me and explanations furnished to me by
the Company, its officers and agents, i 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
there under and all entries therein have been duly recorded.
2. The Company has filed 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 there under & wherever the documents are filed late, the additional
filing fees have been paid.
3. The Company being a Public Limited company has the minimum prescribed paid-up
capital.
4. The Board of Directors duly met 7 (SEVEN) times on 30th April, 2011, 2nd July, 2011,
30th July, 2011, 18th August, 2011, 23rd September, 2011, 29th October, 2011, and 14th
February, 2012 in respect of which meetings, proper notices were given and the proceedings
were properly recorded and signed including the circular resolutions passed in the Minutes
Book maintained for the purpose.
5. The Company has closed its Register of Members as per the requirements of the
Listing Agreement entered with the Stock Exchanges.
6. The Annual General Meeting for the financial year ended 31st March, 2012 was held on
29th September, 2012 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 under scrutiny;
however the members of the Company has been approved certain resolution by way of
Postal Ballot pursuant to Section 192A of the Act, vide Postal Ballot Notice dated 31st
July, 2011 and the results of which were declared on 23rd September, 2011.
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 301
& 301(3) of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act,
the
Company has not required to obtain any approvals from the Board of Directors, Members
or Central Government, as the case may be.
12. The Company has not issued any duplicate share certificates during the financial
year.
13. The Company has:
i) not made any allotments shares and however there were total 1700 shares transferred
during the financial year; ii) not required to deposit any amount in a separate Bank
Account as no dividend was declared during the financial year; iii) not required to post
the warrants to any member of the Company as no dividend was declared during the financial
year; iv) not required to transfer any amounts to Investor Education and Protection Fund
as there was no amounts which were required to be transferred to the Investor Education
and Protection Fund; v) duly Complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. There were 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. However the paid-up capital of the Company is not as such to
compulsorily appoint a Managing Director/Whole-time Director/Manager.
16. The Company has not appointed any sole-selling agents during the financial year.
17. The Company was required to obtain approval of the Regional Director for shifting
of
Registered Office of the Company from Jurisdiction of Registrar of Companies, Pune,
Maharashtra to Registrar of Companies, Mumbai, Maharashtra and approval of the Central
Government for Change of Name of the Company, and the approval of the Company law Board
for extension of time under Section 18 of the Act other than this it was not required to
obtain any approval of the Regional Director, Registrar of Companies and / or such other
authorities prescribed under the various provisions of the Act, however the Company has
not obtained the said approvals as on the date of this Report.
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 rules made there under.
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. There was no redemption of preference shares or debentures during the financial
year as the Company does not have any Preference Share Capital and Debentures.
22. There were no transactions necessitating the Company to keep in abeyance the rights
to dividend, rights shares and bonus shares pending registration of transfer of shares.
23. The Company has accepted unsecured loans falling within the purview of Section 58A
and 58AA of the Act, without complying with the provisions of the said Sections.
24. The amount borrowed by the Company from Directors, Public financial Institutions,
Banks, and others during the financial year ending 31st March, 2012, are within the
borrowing limits of the Section 293(1)(d) of the Act.
25. The Company has not made any loans or advances or given guarantees and consequently
no entries have been made in the register kept for the purpose.
26. The Company has not altered the provisions of the Memorandum of Association with
respect to the situation of the Companys registered office from one state to another
during the financial year under scrutiny.
27. The Company has altered the provisions of the Memorandum of Association with
respect to the objects clause during the financial year under scrutiny however the
necessary e-forms have not filed with the Registrar of Companies and not obtained the
necessary approvals from the Company Law Board for filing of forms.
28. The Company has altered the provisions of the Memorandum of Association with
respect to the name of the Company during the financial year under scrutiny however the
necessary e-forms have not filed with the Registrar of Companies.
29. The Company has altered the provisions of the Memorandum of Association with
respect to the share capital of the Company during the financial year under scrutiny
however the necessary e-forms have not filed with the Registrar of Companies.
30. The Company has altered its Articles of Association during the financial year after
getting the approval of the members of the Company by way of a Postal Ballot pursuant to
Provisions of Section 192A of the Act, however the necessary e-forms have not filed with
the Registrar of Companies.
31. As informed to me there was no prosecutions initiated against or show cause notices
received by the Company and no fines or penalties or any other punishment was imposed on
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 provisions of Section 418 of the Act are not applicable to the Company during
the financial year.
| PLACE: MUMBAI. |
SIGNATURE: |
| DATE: 17TH AUGUST, 2012. |
|
|
NAME OF COMPANY SECRETARY: |
|
MR.K.S.V.N.S. KAMESWARA RAO, |
|
PROPRIETOR |
|
C.P. No.: 8339 |
|
ACS No.: 22919. |
|
ANNEXURE "A" |
|
REGISTERS AND RECORDS MAINTAINED BY THE COMPANY |
| a) |
Register of Members under Section 150. |
| b) |
Register of Transfer. |
| c) |
Register of Contracts under Section 301. |
| d) |
Register of Directors, Managing Director, manager and secretary under Section 303. |
| e) |
Register of Directors shareholdings under Section 307. |
| f) |
Register of Charges under Section 143. |
| g) |
Register of Share application and allotment. |
| h) |
Minutes Book under Section 193. |
| i) |
Books of Account under Section 209. |
| j) |
Register of Inter Company Investments under section 372A. |
ANNEXURE "B"
FORMS AND RETURNS AS FILED BY THE COMPANY WITH THE REGISTRAR OF COMPANIES, DURING THE
FINANCIAL YEAR ENDED ON 31ST MARCH, 2011.
| Sr. |
E-Form |
Filed |
Date of |
Particulars |
| No |
No. |
u/s |
Filing with |
|
|
|
|
ROC |
|
| 1. |
1A |
20& |
19.04.2010 |
For Availability of Name. |
|
|
21 |
|
|
| 2. |
1A |
20& |
12.05.2010 |
For Availability of Name. |
|
|
21 |
|
|
| 3. |
1A |
20& |
10.06.2010 |
For Availability of Name. |
|
|
21 |
|
|
| 4. |
20B |
159 |
03.07.2010 |
For Annual Return for the year ended 31st March, |
|
|
|
|
2006 showing the position as on 30th September, 2006. |
| 5. |
23AC |
220 |
03.07.2010 |
For Balance Sheet and Profit & Loss Account for the year ended 31st March, 2006. |
| 6. |
1A |
20& |
08.07.2010 |
For Availability of Name. |
|
|
21 |
|
|
| 7. |
62 |
192A |
06.08.2010 |
For filing the Calendar of Events for the Postal Ballot. |
| 8. |
1A |
20& |
17.09.2010 |
For Availability of Name. |
|
|
21 |
|
|
| 9. |
CLSS |
-- |
28.02.2011 |
For application to ROC for obtaining Immunity |
|
|
|
|
Certificate under CLSS. |
| PLACE: MUMBAI. |
SIGNATURE: |
| DATE: 17TH AUGUST, 2012. |
|
|
NAME OF COMPANY SECRETARY: |
|
MR.K.S.V.N.S. KAMESWARA RAO, |
|
PROPRIETOR |
|
C.P. No.: 8339 |
|
ACS No.: 22919. |
+91-9892691696
