exotic coal ltd Directors report

ARSI COSMETICS AND CHEMICALS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT TO THE MEMBERS Your Directors have pleasure in presenting their 17th ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2011. FINANCIAL HIGHLIGHTS: (Rs. in Lac) For the year ended For the year ended on 31.03.2011 on 31.03.2010 Turnover 13.74 62.19 Other Income - - Increase/Decrease in Stock - - Total Income 13.74 62.19 Total Expenditure 51.78 73.70 Profit/(Loss) before Taxation (38.04) (11.55) Provision for Tax Profit/(Loss) after Taxation (38.04) (11 55) Balance b/f from Previous Year (31.32) (19.77) Deferred Tax - - Earlier Year Adjustments - - Balance Carried to Balance Sheet (69.36) (31.32) OPERATIONAL REVIEW: The Sales for the period ended 31.03.2011 were at Rs. 1374275 as against Rs.6210323 for the previous year ended 31.03.2010. The Profit / (Loss) After Tax is Rs. (3804155)against Rs. (1155166) for the previous year ended 31.03.2010. DIVIDEND: In view of the revival of the companys operation, your Directors have decided not to recommend any dividend on account for the year under operation. MANAGEMENT DISCUSSION AND ANALYSIS: As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended. DIRECTORS: Mr. Sushil Kumar Jain retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment. Mr. Hardik M Shah, Mr. Darshik B Gajjar and Mr. Yashesh Susmit Sutaria has resigned from the Board of Director of the Company w.e.f. 12-8-2011. The Board placed their sincere appreciation for the services rendered by them during his tenure as director of the Company. Mr. Sadanand C Pandey was appointed as additional director during the year however he has resigned from the Board of Directors due to his other assignments. During the year under review Mr. Sushil Kumar Jain was appointed as Whole Time Director of the . Company in the Extra Ordinary General Meeting held on 8th October, 2010. Mr. Haraprosad Banerjee & Mr. Losho Daikho Mao were appointed as additional directors of the Company on 4.11.2010 and 21.4.2011 respectively by the Board of Directors of the Company, at their meeting, as per the provisions of Section 260 of Companies Act 1956. They hold office of the Company up to the conclusion of the ensuing Annual General Meeting. As required by Section 257 of the Companies Act 1956, a notice has been received from a member signifying his intention to propose the candidature of Mr. Haraprosad Banerjee & Mr. Losho Daikho Mao as Directors of the Company. The Board recommends their appointment as Directors. CHANGE OF CONTROL OF MANAGEMENT : During the period under review, pursuant to Regulation 12 of Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 1997 (the SEBI Regulations), Listing Agreements and other applicable rules, Companies Act, 1956, the shareholders through the process of Postal Ballot approved the change in control and management of the Company from the existing management to Mr. Sushil Kumar Jain and Mr. Sadanand C. Pandey. w.e.f. 15-12-2010. However, due to preoccupation, Mr.Sadanand Pandey has resigned from the post of director w.e.f. 26-4-2011. CHANGE OF NAME AND CHANGE OF OBJECT : During the period under review the new management has taken the control of the company. To increase the profitability and considering the best interest of the shareholders, the management has decided to venture into coal and mining activities, which was already covered under the Memorandum of Association. Since the coal and mining activities will be the main business activities of the Company and hence it has been decided by the Board to incorporate the same in the main object clause and consequent to that the name of company has also been decided to change to Exotic Coal Limited. The Registrar of Companies has already allotted the name. The share holders of the company have also approved both the resolution through process of postal ballot. The Company has filed necessary papers with the Registrar of Companies for change of name and object of the Company. SHIFTING OF REGISTERED OFFICE FROM GUJARAT TO NAGALAND : The location of the mining site and managerial personnel are based in the state of Nagaland. As a measure of rationalization and to carry on the business of the Company more economically & efficiently, it is proposed to shift the Registered Office from the state of Gujarat to the state of Nagaland. The Company has already submitted the petition with the Honble Company Law Board, Western Region, Mumbai and is pending for further process and action. FORFEITURE OF EQUITY SHARES : During the period under review, the company has forfeited 1805200 equity shares on 21 -8-2010 after sending due notices to the shareholders for repayment of calls money. PERSONNEL: There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2 A) of the Companies Act 1956. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO: Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is set out in the separate statement, attached to this report & forms part of it. AUDITORS REPORT: The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956. AUDITORS: The Existing Auditors M/s N. S. Shah & Associates, Chartered Accountants, Ahmedabad, do not wish to continue as the auditor of the company due to their other preoccupations and have submitted their resignation to the Company. The Board proposed to appoint M/s. Chhager & Co., Chartered Accountant, Kolkatta as the new Auditors of the Company. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(IB) of the Companies Act, 1956. Pursuant to the provisions of Section 224(1) of the Companies Act, 1956, any changes in the Auditors of the company need the shareholders approval. Thus, The Board recommends their appointment as Directors. FIXED DEPOSITS: The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review. CORPORATE GOVERNANCE: A separate report on the Coiporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed. DIRECTORS RESPONSIBILITY STATEMENT: In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that: i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review. iii) 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) The Directors have prepared the Annual Accounts on a going concern basis. ACKNOWLEDGEMENTS: Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance. FOR AND ON BEHALF OF BOARD OF DIRECTORS Date : 5th September, 2011 Sd/- PLACE: Ahemdabad SUSHIL KUMAR JAIN EXECUTIVE DIRECTOR ANNEXURE TO DIRECTORS REPORT Information as per Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988. A. CONSERVATION OF ENERGY The capacity of the plant utilized partially, so there was no need to use Generator. FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY Sr. Particulars 31-03-2011 31.03.2010 No. 1. Electricity a. Purchased Units - - Total Amount in Rs. - - Average Rate - - b. Own Generation - - Unit per litre of Diesel - - Cost per unit - - 2. Coal Specify quality where used - - Quantity (Tonnes) - - Total Cost - - Average Cost - - 3. Furnance oil - - Quantity (Lits) - - Total Amount - - Average Rate - - B. TECHNOLOGY ABSORPTION Indigenous technology is used. Continuous efforts are being made to improve the quality. C. FOREIGN EXCHANGE EARNING AND OUTGO: Total Foreign Exchange Used NIL Total Foreign Exchange Earned NIL FOR AND ON BEHALF OF BOARD OF DIRECTORS Sd/- Date : 5th September, 2011 SUSHIL KUMAR JAIN Place: Ahemdabad EXECUTIVE DIRECTOR MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Your Directors have pleasure in presenting the Management Discussion and Analysis report for the year ended on 31st March 2011. INDUSTRY STRUCTURE, DEVELOPMENT: During the period under review, the Company had been operating in Detergents, Scourers and Chemicals. Now, subsequent to the consent obtained by postal ballot from the members of the Company, the Company shall be shortly entering into the business of COAL AND MIINING activities. PERFORMANCE The Company is looking to do new business in coal and mining. SEGMENT-WISE PERFORMANCE: The Company is into Detergents, Scourers and Chemicals. OPPORTUNITIES AND THREATS The fundamental growth drivers of the countrys economy as well as industry continue to remain strong despite the pressures of slowdown and inflationary conditions prevalent till recently in the nation and also globally. The threats to the segments in which the company shall be operating is pricing pressure arising due to competition from low cost suppliers, technology up gradation, sever competition among competitor and newly emerging competitive nations and stricter environment laws. Further, the Indian economy is now integrated with the world economy to a very large extent and therefore vulnerable to the direct impact of such a slowdown; such an impact could adversely affect the Companys performance as well. STRENGTH The existing management has a strong technical knowledge and experience in the coal and mining industry. Mr. Sushil Kumar Jain, Executive Director is an entrepreneur and is having vast knowledge and expertise in handling various businesses including the coal business. Mr. Susmit B. Sutaria, Director has vast experience and expertise in running factories and related issues. RISKS AND CONCERNS Your company is working essentially in global market place. Change in policy of Govt, of India may have an effect on future working of the Company in the business of Coal and mining. However the capability of providing quality services, timely completing of projects and the excellent performance will provide the competitive edge to the Companys business in this sector. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has proper and adequate internal control system commensurate with the size of the business operations geared towards achieving efficiency in its various business operations, safeguarding assets, optimum utilization of resources and compliance with statutory regulations. The management is ensuring an effective internal control system to safeguard the assets of the company. Efforts for continued improvement of internal control system are being consistently made in this regard. HUMAN RESOURCES VIS-A-VIS INDUSTRIAL RELATIONS The Company values and appreciates the dedication and drive with which its employees have contributed towards improved performance during the year under review. The industrial relations with workers and officers are cordial during the year under review. All issues pertaining to staff matters are resolved in harmonious and cordial manner. CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the* domestic and overseas markets in which the Company operates changes in the Government regulations, tax laws, and other statutes and other incidental factors. FOR AND ON BEHALF OF BOARD OF DIRECTORS Sd/- Date : 5th September, 2011 SUSHIL KUMAR JAIN Place: Ahemdabad EXECUTIVE DIRECTOR FORM [SEE RULE 3] Compliance Certificate Registration No. : L24231GJ1994PLC023538 Nominal Capital : Rs. 70,000,000/- Paid up Capital : Rs. 3,93,61,000/- To, The Members Arsi Cosmetics & Chemicals limited Ahmedabad We have examined the registers, records, books and papers of M/s Arsi Cosmetics & Chemicals Limited having its Registered Office situated at 5th floor, Bhagwati complex, Jain merchant soc, Paldi, Ahmedabad-380007 (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, 2011 (Financial Year). In our opinion 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 Acts and rules made there under and all entries therein have been duly recorded. 2. The company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under except as mentioned in Annexure B. 3. The company being a Public limited company has the minimum paid-up capital. 4. The Board of Directors duly met 8 (Eight) times respectively on 30.4.2010, 26.07.2010. 26.08.2010. 07.09.2010, 31.10.2010, 04.09.2010 15.12.2010 and 14.02.2011 in respect of these meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The company has closed its Register of Members during the financial year under review from 21st September, 2010 to 25th September, 2010. 6. The Annual General Meeting for the Financial Year ended 31st March, 2010 was held on 25th September, 2010 after giving due notice to the members of the company and the resolutions passed there at were duly recorded in Minutes Book maintained for the purpose. 7. One Extra Ordinary Meeting was held on 8th October, 2010 and one Meeting of shareholders has been conducted through process of postal ballot and the result of approval was declared on 15th December, 2010 during the financial year under review. 8. During the period under review, the company has not given any loan to firms and companies in which directors are interested referred to in the Section 295 of the Act. 9. The Company has not made any transaction falling within the provisions of the section 297 of the Act. 10. The Company has made necessary entries in the register maintained under section 301 of the Act. 11. As there were no instances falling under the preview of Section 314 of the Act, the Company has not obtained any approvals from its Directors, members or the Central Government as the case may be. 12. The Company has not issued any duplicate share certificates during the financial year under review. 13. The Company has: (i) delivered all certificate on allotment of shares and lodgment of transfer of shares after complying with procedures of the act. (ii) not deposited any amount in a separate Bank Account as no dividend was declared during the financial year under review. (iii) not posted warrants to any member of the company as no dividend was declared during the financial year under review. (iv) the company was not required to transfer any amounts in respect of any dividend, interest etc as given under section 205C of the Companies Act, 1956, which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund during the period under review. (v) duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the company is duly constituted and during the year appointment of additional director have been duly made. 15. The company has appointed Whole Time Director pursuant to section 269 read with Schedule XIII of the Act during the period under review in the Extra Ordinary General Meeting held on 8th October, 2010. 16. The company has not appointed any sole-selling agents during the financial year under review. 17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, the Registrar of Companies or such other authorities prescribed under the various provisions of the Act. 18. The directors have disclosed their interest in other firms and 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 or other securities during the financial year under the review. 20. The company has not bought back any shares during the financial year ending 31st March, 2011, however the company has forfeited 1805200 equity shares on 21 -8-2010 for non payment of remaining calls in arrears after sending due notices to the share holders. 21. There*was no redemption of preference shares or debentures during the financial year under review. 22. There were no transaction necessiting 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 not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The has not made any borrowings during the financial years under review under the provisions of section 293(i)(d) of the Act. 25. The company has not made any loans to or investments, guarantee in other bodies corporate during the period under review 26. The company has not altered the provisions of the memorandum with respect to situation of the companys registered office from one state to another during the financial year under scrutiny. 27. The company has not altered the provisions of the memorandum with respect to the objects of the company during the financial year under scrutiny. 28. The company has not altered the provisions of the memorandum with respect to name of the company during the financial year under scrutiny. 29. The company has not altered the provisions of the memorandum with respect to share capital of the company during the financial year under scrutiny. 30. The company has not altered its articles of association during the financial year under review. 31. There was no prosecutions initiated against or show cause notices received by the company during the financial year under review for offences under the Act. 32. The company has not received any amount as security from its employees during the financial year under certification. 33. The company has not deducted any contribution towards Provident Fund during the financial year under review. For Anish Gupta & Associates Company Secretaries Anish Gupta Proprietor Place: Mumbai M. No. FCS 5733 Date : 5th September, 2011 CP. No. 4092 Annexure A Registers maintained by the Company 1. Register of Members u/s 150 of the Act. 2. Register and Returns u/s 163 of the Act. 3. Books of Accounts and other Records u/s 209 of the Act. 4. Register of Directors u/s 303 of the Act. 5. Register of Directors Shareholding u/s 307 of the Act. 6. Register of Contracts u/s 301. 7. Register of Share Transfer. 8. Register of Charges. Annexure B Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ending on 31st March, 2011. Form No./ Filed For Challan Date of A B Return under No. filing Section Form 23AC 220 31.03.2010 P56238595 25.10.2010 Yes - and 23ACA Form 66 383A 31.3.2010 P56062524 25.10.2010 Yes - Form 20A 149(2A) 08.09.2010 B04407011 31.03.2011 Yes - Form 25C 269(2) 07.09.2010 B04510772 01.02.2011 No Yes Form 32 303(2) 04.11.2010 B03322732 18.01.2011 No Yes Form 62 192A 4.11.2010 A97877625 11.11.2010 Yes - A = Whether filed within prescribe d time yes/no B = If delay in filing whether requisite additional fee paid Yes/No. For Anish Gupta & Associates Company Secretaries Anish Gupta Proprietor Place: Mumbai M. No. FCS 5733 Date : 5th September, 2011 CP. No. 4092