Directors
Dear Shareholders,
Your Directors place before you the 17th Annual Report on the business and operations
of your company together with the Audited Accounts for the period ended 31st March, 2013.
Financial and Performance Review
Rs. in lacs
| Particulars |
2012-13 |
2011-12 |
| Sales (Net of Excise Duty) |
|
47622.09 |
| Other Income |
527.42 |
1570.78 |
| Total Income |
527.42 |
49192.88 |
| Less: Total Expenses |
(4325.02) |
(62846.12) |
| Profit before Depreciation, Interest & Tax |
(3797.60) |
(13653.24) |
| Less: Interest |
(264.61) |
(3277.33) |
| Depreciation |
(528.70) |
(1014.64) |
| 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 |
|
|
| Previous year |
(12225.87) |
3838.98 |
| 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 to
fifteen months (i.e. from 31-3-2011 to 30-6-2012). As such, the current financial year
2012-13 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 carried
forward losses of the earlier years, the entire net worth of the Company was eroded at the
end of the period on 30th June, 2012. Therefore, under the provisions of Sick Industrial
Companies (Special Provisions) Act, 1985 (SICA) the company with the approval of its
shareholders 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 Sick
Industrial Company is passed, BIFR will appoint an Operating Agency to examine and
recommend the measures for revival of the Sick Company. The management is taking all
possible steps for revival of the Unit at the earliest.
Industry Structure, Developments, Opportunities, Threats, Risks and Concerns and Future
Outlook
As reported above, if BIFR declares the unit as Sick Industrial Unit, all the necessary
measures recommended for revival of the Company will be implemented to revive the unit as
soon as possible.
We are optimistic and have confidence that we will be able to regain our position and
will again be able to compete in the market. We are in the process of starting the
operation as soon as possible. At this juncture, we need the support of all of our
stakeholders as "Self Believe and Standing Together" can do wonders and make the
future of the company bright.
Since, the operation of the company are suspended since 2011 and till the time the BIFR
revival proposal is recommended and the operation resumes, information regarding the
industrial developments, opportunities and threats and the risk concerns are un-warranted.
Dividend
Your directors do not recommend any dividend for the year ended 2012-13.
Directors
In accordance with the requirements of the Companies Act, 1956, and Articles of
Association 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 Meeting
and, being eligible, offers themselves for reappointment.
Mr. Vikash Patni, Managing Director of the Company, whose terms of appointment expired
on 31st March, 2013 has been reappointed by the Board of Directors for a further period of
three years w.e.f. 1st April, 2013, subject to the approval of the shareholders in the
ensuing Annual General Meeting.
Statutory Disclosure
None of the Directors of the Company are disqualified as per the provisions of Section
274(1)(g) of the Companies Act, 1956. All the Directors have made the necessary
disclosures as required under various provisions of the Companies Act, 1956 and Clause 49
of the Listing Agreement.
Particulars of employees:
The Company had no employee during the year under review, who was in receipt of
remuneration 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, the
particulars as per the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1998 regarding conservation of energy and technology absorption are not
applicable. There being no foreign exchange earning and outgo during the year under
review.
Auditors & auditors’ report
On 07.02.2013, the company had received a letter from the company’s 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 made
on 15.2.2013.
The Auditor in the Auditors’ Report has given certain qualified opinions on the
basis of their judgments and opinion. The management wants to respond on the qualification
indicated by the Auditor in the Auditors Reports as follows:-
a) Yes, all operations of the Company are suspended since October’ 2011 and there
were no commercial production or transactions carried out during the period. We were
unable to put the robbery affected plant and machineries for repair or replacement as we
had applied to BIFR for financial aid and support
b) Numerous important documents relating to the operations of the Company went missing
during robbery and we are still under process to recreate the missing documents with
dedication 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 Industrial
and Financial Reconstruction under reference no 59/2012 and the Company is expecting
support from BIFR and all the above referred parties are parties to BIFR in which we will
seek installments payments, waiver of interest and other charges from them to cut the
extra burden on the company.
d) We are in the process of ascertaining the impairment loss, which is required to be
provided for in accordance with the requirement of mandatory Accounting standard-28
"Impairment of Assets" issued by ICAI. However, as mentioned, we are in the
process of recreating several documents which would be required to complete the process.
Fixed deposit
The Company has not accepted deposits within the meaning of section 58A of the Act and
the rules made thereunder.
Directors’ responsibility statement
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the
Company hereby state and confirm that:
a) In preparation of statement of accounts for the financial year under review, the
applicable 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 and
estimates made are reasonable and prudent as they give true and fair state of affairs of
the Company at the end of the financial year under review and of the profit of the Company
for that period.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
assets 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 the
good practices. Your Company is in compliance with the standards set out by clause 49 of
the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance
compliance duly certified by the Company’s Statutory Auditors forms part of this
report as Annexure ‘A’.
Your Company has in place adequate systems of internal control commensurate with its
size and the nature of its operations. The Company has an Audit Committee which actively
reviews the adequacy and effectiveness of Internal control systems and suggest
improvements 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 steel
products. Thus, the company primarily operates in one reportable segment i.e., Iron and
steel and all products manufactures fall under this segment. The company also generates
power 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.
Group
Person constituting group coming within the definition of "group" for the
purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial
Acquisition 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
Cautionary statement
Statements in this Directors’ Report & Management Discussion and Analysis
Report describing the Company’s activities, projections about the future, estimates,
assumptions with regard to global economic conditions and Government policies, etc. have
been made in good faith and may be "forward looking statements" within the
meaning of applicable securities laws and regulations. Many unforeseen factors may come
into play and affect the actual results which might differ from those either expressed or
implied. Market data was based on information gathered from various published and
unpublished sources and their reliability and completeness cannot be assured.
Acknowledgement
Your Directors wish to place on record their sincere appreciation of the financial
institutions and consortium of banks led by Bank of India and Company’s customers and
investors for their continued support during the year.
Your Directors also wish to place on record their appreciation for the dedication and
contribution made by employees at all levels and look forward to their support in future
as well.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Kolkata |
Vimal Kumar Patni |
| 4th September, 2013 |
Chairman |
+91-9892691696
