Your Directors place before you the 17th Annual Report on the business and operationsof your company together with the Audited Accounts for the period ended 31st March, 2013.
Financial and Performance Review
Rs. in lacs
|Sales (Net of Excise Duty)||47622.09|
|Less: Total Expenses||(4325.02)||(62846.12)|
|Profit before Depreciation, Interest & Tax||(3797.60)||(13653.24)|
|Profit before Tax||(4590.91)||(17945.21)|
|Less: Provision for Current Tax||(32.41)|
|Provision for Deferred Tax||1912.77|
|Deferred MAT credit entitlement|
|Profit after Tax||(4590.91||(16064.85)|
|Less: Income Tax for earlier years|
|Add: Profit brought forward from|
|Profit available for appropriation||(16816.78)||(12225.87)|
|Proposed Dividend on Equity Shares|
|Corporate Tax on Dividend|
|Balance carried to Balance Sheet||(16816.78)||(12225.87)|
**Note: The Company extended the previous financial year 2011 -12 from twelve months tofifteen months (i.e. from 31-3-2011 to 30-6-2012). As such, the current financial year2012-13 is for nine months (i.e. from 01.07.2012 to 31.03.2013) instead of twelve months.
Board for Industrial & Financial Re- Construction (BIFR):
On account of losses incurred in the last financial year and also with the carriedforward losses of the earlier years, the entire net worth of the Company was eroded at theend of the period on 30th June, 2012. Therefore, under the provisions of Sick IndustrialCompanies (Special Provisions) Act, 1985 (SICA) the company with the approval of itsshareholders made a reference to the Board for Industrial & Financial Re-construction(BIFR) under BIFR reference No 59/2012.
The matter is pending before the board. If an order declaring the Company as SickIndustrial Company is passed, BIFR will appoint an Operating Agency to examine andrecommend the measures for revival of the Sick Company. The management is taking allpossible steps for revival of the Unit at the earliest.
Industry Structure, Developments, Opportunities, Threats, Risks and Concerns and FutureOutlook
As reported above, if BIFR declares the unit as Sick Industrial Unit, all the necessarymeasures recommended for revival of the Company will be implemented to revive the unit assoon as possible.
We are optimistic and have confidence that we will be able to regain our position andwill again be able to compete in the market. We are in the process of starting theoperation as soon as possible. At this juncture, we need the support of all of ourstakeholders as "Self Believe and Standing Together" can do wonders and make thefuture of the company bright.
Since, the operation of the company are suspended since 2011 and till the time the BIFRrevival proposal is recommended and the operation resumes, information regarding theindustrial developments, opportunities and threats and the risk concerns are un-warranted.
Your directors do not recommend any dividend for the year ended 2012-13.
In accordance with the requirements of the Companies Act, 1956, and Articles ofAssociation of the Company Mr. Vimal Kumar Patni, Director and Mr. Chattar Singh Dugar,Director of your Company, would retire by rotation at the ensuing Annual General Meetingand, being eligible, offers themselves for reappointment.
Mr. Vikash Patni, Managing Director of the Company, whose terms of appointment expiredon 31st March, 2013 has been reappointed by the Board of Directors for a further period ofthree years w.e.f. 1st April, 2013, subject to the approval of the shareholders in theensuing Annual General Meeting.
None of the Directors of the Company are disqualified as per the provisions of Section274(1)(g) of the Companies Act, 1956. All the Directors have made the necessarydisclosures as required under various provisions of the Companies Act, 1956 and Clause 49of the Listing Agreement.
Particulars of employees:
The Company had no employee during the year under review, who was in receipt ofremuneration in excess of the limit specified under section 217(2A) of the Companies Act,1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.
Energy conservation, technology absorption and foreign exchange earning and outgo:
As the company does not have manufacturing operation during the year under review, theparticulars as per the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1998 regarding conservation of energy and technology absorption are notapplicable. There being no foreign exchange earning and outgo during the year underreview.
Auditors & auditors report
On 07.02.2013, the company had received a letter from the companys auditors M/s.Rakesh Singh & Co. stating that the name of the firm stands changed to M/s. V R SAARP& Co which was recorded and necessary amendments in their appointment letter was madeon 15.2.2013.
The Auditor in the Auditors Report has given certain qualified opinions on thebasis of their judgments and opinion. The management wants to respond on the qualificationindicated by the Auditor in the Auditors Reports as follows:-
a) Yes, all operations of the Company are suspended since October 2011 and therewere no commercial production or transactions carried out during the period. We wereunable to put the robbery affected plant and machineries for repair or replacement as wehad applied to BIFR for financial aid and support
b) Numerous important documents relating to the operations of the Company went missingduring robbery and we are still under process to recreate the missing documents withdedication and to revive the important papers.
c) We confirm that the company has significant liabilities towards its bankers,statutory department and others. The Company has made reference to Board for Industrialand Financial Reconstruction under reference no 59/2012 and the Company is expectingsupport from BIFR and all the above referred parties are parties to BIFR in which we willseek installments payments, waiver of interest and other charges from them to cut theextra burden on the company.
d) We are in the process of ascertaining the impairment loss, which is required to beprovided for in accordance with the requirement of mandatory Accounting standard-28"Impairment of Assets" issued by ICAI. However, as mentioned, we are in theprocess of recreating several documents which would be required to complete the process.
The Company has not accepted deposits within the meaning of section 58A of the Act andthe rules made thereunder.
Directors responsibility statement
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of theCompany hereby state and confirm that:
a) In preparation of statement of accounts for the financial year under review, theapplicable Accounting Standards have been followed and in case of deviations there from,proper explanations relating thereto have been given in the notes forming part thereof.
b) Accounting Policies selected have been applied consistently and judgments andestimates made are reasonable and prudent as they give true and fair state of affairs ofthe Company at the end of the financial year under review and of the profit of the Companyfor that period.
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) Annual Accounts have been prepared on a going concern basis.
Corporate governance/internal control system
Your Company continues to be committed to good Corporate Governance aligned with thegood practices. Your Company is in compliance with the standards set out by clause 49 ofthe Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governancecompliance duly certified by the Companys Statutory Auditors forms part of thisreport as Annexure A.
Your Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. The Company has an Audit Committee which activelyreviews the adequacy and effectiveness of Internal control systems and suggestimprovements for strengthening them from time to time.
Segment wise/product wise performance
Your Company is engaged mainly in the manufacturing and selling of Iron and steelproducts. Thus, the company primarily operates in one reportable segment i.e., Iron andsteel and all products manufactures fall under this segment. The company also generatespower from its captive power plant which is entirely consumed in its manufacturing unit.However, during the year under review, there was no manufacturing operation took place.
Person constituting group coming within the definition of "group" for thepurpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997, include the following:
Name of the Person/Entity
1. Vimal Kumar Patni
2. Prem Lata Patni
3. Vikash Patni
4. Sunita Patni
5. Akkash Patni
6. Sangeeta Patni
7. Rajesh Patni
8. Brahmand Udyog Limited
9. Sahyogi Distributors Limited
10. Unilever Enterprises Limited
11. Swami Vinimay Limited
12. Lucky Prime Dealers Private Limited
Statements in this Directors Report & Management Discussion and AnalysisReport describing the Companys activities, projections about the future, estimates,assumptions with regard to global economic conditions and Government policies, etc. havebeen made in good faith and may be "forward looking statements" within themeaning of applicable securities laws and regulations. Many unforeseen factors may comeinto play and affect the actual results which might differ from those either expressed orimplied. Market data was based on information gathered from various published andunpublished sources and their reliability and completeness cannot be assured.
Your Directors wish to place on record their sincere appreciation of the financialinstitutions and consortium of banks led by Bank of India and Companys customers andinvestors for their continued support during the year.
Your Directors also wish to place on record their appreciation for the dedication andcontribution made by employees at all levels and look forward to their support in futureas well.
|For and on behalf of the Board of Directors|
|Kolkata||Vimal Kumar Patni|
|4th September, 2013||Chairman|