DIRECTORS
SEVENTEENTH ANNUAL GENERAL MEETING TO THE MEMBERS
Your Directors are pleased to present SeventeenthAnnual Report together with the
Audited Accounts of the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS
(Amount in Rs. Lacs)
|
2013-14 |
2012-13 |
| Profit / (Loss) |
108.01 |
796.36 |
| Balance Brought Forward |
1787.13 |
1150.07 |
| Transfer to Special Reserve |
21.60 |
159.30 |
| Transfer to General Reserve |
324.56 |
0.00 |
| Balance carried to Balance Sheet |
1548.98 |
1787.13 |
DIVIDEND
Your directors do not recommend any dividend.
OPERATIONS
The Company continues to do business as an investment company. It is duly registered as
NBFC with Reserve Bank of India.
FIXED DEPOSIT
During the year, your Company had neither invited nor accepted any fixed deposits from
the public.
DIRECTORS
Shri U. S. Bhartia, Director (DIN:00063091) of the Company, retiring by rotation and
being eligible, offers himself for reappointment. Your Directors recommend the
reappointment of retiring Director for your approval.
During the year under review, the Board of Directors of your Company comprised of five
directors out of which four are Non-Executive Directors and one Executive Director.
However, pursuant to the provisions of the Companies Act 2013, read with the Companies
(Appointment and Qualifications of Directors) Rules, 2014, Company has to have atleast two
independent Directors within a period of two years from the date of commencement of the
Act, therefore, Company has to fix the tenure of the Independent Directors for a period
not exceeding 5 years. The Company proposes to fix the term of independent Director for a
period not exceeding five years from 1st October, 2014 till 31st
March, 2019. The Independent Director has affirmed compliance with the criteria of
independence as provided under sub section (6) of Section 149 of the Companies Act, 2013
by way of declaration of independence.
During the year under review, the Shareholders of the Company at their 16th
Annual General Meeting had reappointed Smt. Jayshree Bhartia as Executive Director for a
period for 3 years w.e.f. 1 st October, 2013. The shareholders have already
approved the appointment vide Resolution dated 30th September, 2013 and there
is no increase in the remuneration.
Smt. Jayshree Bhartia, Non-independent Director (DIN:00063018) of the Company, retiring
by rotation and being eligible, offers herself for reappointment. Your Directors recommend
the reappointment of Smt. Jayshree Bhartia, (DIN:00063018) the Retiring Director for your
approval.
Shri G.R. Goenka (DIN:00133700) has resigned from the office of Directors with effect
from 9th August, 2013. The Board considered and accepted his resignation with immediate
effect.
FINANCE
The Company is a Non-Banking Finance Company registered with Reserve Bank of India, the
major activities of the company consist of investment and funds lending.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:
- in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
- appropriate accounting policies have been selected and applied 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 ended 31st
March, 2014 and of the profit and loss of the Company for that period;
- 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;
- the annual accounts have been prepared on a going concern basis.
AUDIT COMMITTEE
Pursuant to requirements of section 177 of the Companies Act, 2013, the Company has
constituted an Audit Committee of the Board. Upon the change in the constitution of the
Board required under the Companies Act 2013, the Audit Committee comprises of the
following members:
1. Shri U.S.Bhartia (DIN:00063091)
2. Smt. Jayshree Bhartia (DIN:00063018)
VIGIL MECHANISM
Your Company has also adopted a Vigil Mechanism Policy to ensure that Directors and
Employees have the option to act as Whistle Blowers where there is any financial
irregularity in the Company.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to requirements of the Companies Act, 2013, the Company has renamed the
Remuneration Committee of the Board as the "Nomination and Remuneration
Committee". Upon the change in the constitution of the Board required under the
Companies Act 2013, the Audit Committee comprises of the following members:
1. Shri U.S.Bhartia (DIN:00063091)
2. Smt. Jayshree Bhartia (DIN : 00063018)
AUDITORS
M/s. K. N. Gutgutia& Co., Chartered Accountants, holding the office of the
Statutory Auditors of the Company till the conclusion of the ensuing Annual General
Meeting of the Company, being eligible, have offered themselves for reappointment. The
Board of Directors has recommended the reappointment of M/s. K. N. Gutgutia & Co.,
Chartered Accountants, who shall hold the office of the Statutory Auditors of the Company
from the conclusion of the ensuing Annual General Meeting of the Company till the
conclusion of the next Annual General Meeting of the Company.
SECRETARIAL COMPLIANCE CERTIFICATE
As required by the provisions of Section 383-A of the Companies Act, 1956 as amended by
the Companies (Amendment) Act, 2000, the Secretarial Compliance Certificate issued by M/s.
Ashish Saxena & Co., Company Secretaries is attached herewith. No non-compliance has
been observed by the issuing authority.
SUBSIDIARY COMPANY
Your subsidiarys company, Hindustan Wires Limited is in the process of implementing
its rehabilitation scheme which is being monitored by B.I.F.R. Accounts of the said
subsidiary company are attached herewith particulars relating to the existing subsidiary
company are required under Section-212 of the Companies Act, 1956, are annexed and form
part of this report.
PARTICULARS OF EMPLOYEES
There was no employee covered by provision of Section 217 (2A) of the Companies Act,
1956 and the rules thereunder.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
There is no manufacturing activity and hence no reporting is being done in respect of
energy conservation and technology absorption. There was no outgo and earning in foreign
exchange.
|
For and on behalf of the Board |
|
U.S.Bhartia |
| Place :NOIDA |
Chairman |
| Date :12th August, 2014 |
(DIN: 00063091) |
COMPLIANCE CERTIFICATE
To
The Members,
Kashipur Holdings Limited
Uttarakhand
CIN: U67120UR1996PLC020938
Nominal Capital: Rs. 550, 00,000
We have examined the registers, records, books and papers of Kashipur Holdings
Limited as required to be maintained under the Companies Act, 1956 and the rules made
thereunder and also the provisions contained in the Memorandum and Articles of Association
of the company for the financial year ended on 31st March, 2014 (the financial
year). In our opinion and to the best of our information and according to the examination
carried out by us, books & records produced before us and explanations furnished to us
by the company, its officers and agents, we certify that in respect of the above said
financial year:
1. The company has kept and maintained all registers as stated in Annexure - A to
this certificate as per the provisions and the rules made thereunder 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 Directors, Central Government,
Company Law Board or other authorities within the time prescribed under the Act and the
rules made thereunder.
3. The Company being a public limited company, comments are not required.
4. The board of directors duly met 6 (Six) times on 11.04.2013, 14.06.2013, 09.08.2013,
27.11.2013, 09.01.2014 & 28.02.2014 in respect of which meetings proper notices were
given and the proceedings were properly recorded and signed.
5. The company was not required to close its Register of Members during the financial
year.
6. The annual general meeting for the financial year ended on 31.03.2013 was held on
30.09.2013 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 meeting was held during the financial year.
8. The company has advanced loans to certain persons referred to under Section 295 of
the Act,
9. During the period under review, the company has not entered into any contract
falling within the purview of 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 within the purview of the section 314 of the
Act, the company has not obtained any approvals from the Board of Directors, members or
Central Government, during the period under review.
12. The company has not issued any duplicate certificates during the financial year.
13. i. The company has delivered all certificates on lodgment of securities for
transfer/transmission of securities during the financial year;
ii. the company has not deposited any amount in a separate Bank Account as no dividend
was declared during the financial year.
iii. the company was not required to post warrants to any members of the company as no
dividend was declared during the financial year.
iv. the company has not transferred the amounts in unpaid dividend account, application
money due for refund, matured deposits, matured debentures and the interest accrued
thereon which have remained unpaid or unclaimed for a period of seven years to Investor
Education and Protection Fund as there was no transaction necessitating the applicability
of the aforesaid provisions.
v. the company has duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the company is duly constituted. There was no appointment
of additional director, alternate directors and directors to fill casual vacancies..
15. The Company has not appointed any Managing Directors /Whole-Time Director/Manager
during the financial year. Re-appointment of the executive director was made in accordance
with provisions of the Act
16. The Company has not appointed any sole-selling agent during the financial year.
17. The Company was not required to obtain any approvals of the Central Government,
Company Law Board, Regional Directors, Registrar or such other authorities prescribed
under the various provisions of the Act.
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 thereunder.
19. The company has not issued any shares/debentures/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/debentures during the financial year.
-
22. There were no transaction necessitating the company to keep in abeyance 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 amount borrowed by the company from directors, members, public financial
institutions, banks & others during the financial year ending 3195 March
2014 are within the borrowing limits of the company & that necessary resolutions as
per section 293 (1) (d) of the Act have been passed in duly convened annual general
meeting.
25. The company has made loans & investments, or given guarantees or provided
securities to other bodies corporate in compliance with the provisions of the Act.
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 year
under scrutiny.
27. The company has not altered the provisions of the memorandum with respect to the
objects of the company during the year under scrutiny.
28. The company has not altered the provisions of the memorandum with respect to the
name of the company during the year under the scrutiny.
29. The company has not altered the provisions of the memorandum with respect of share
capital of the company during the year under scrutiny and complied with the provisions of
the Act.
30. The company has not altered its Articles of Association during the financial year
and complied with the provisions of the Act.
31. There was/were no prosecution 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
year.
33. The company has not deducted any contributions of Provident Fund during the
financial year u/s 418 of the Act.
| Place: Ghaziabad |
For Ashish Saxena & Co. |
| Date: 12.08.2014 |
Company Secretaries |
|
(Ashish Saxena) |
|
Prop. |
|
CP. No. 7096 |
ANNEXURE- A
LIST OF REGISTERS MAINTAINED BY THE COMPANY
| Minutes Book of the Board of the Director |
U/s 193 |
| Minutes Book of the General Meetings |
U/s 193 |
| Register of Members |
U/s 150 |
| Share Transfer Register |
U/s 108 |
| Register of Directors Shareholding |
U/s 307 |
| Register of Directors |
U/s 303 |
| Register of disclosure of Directors interest etc. |
U/s 301 |
| Register of Buy Back |
U/s 77A |
ANNEXURE-B
Forms and Returns as filed by the Company with Registrar of Companies, Regional
Director, Central Government or other authorities during the Financial Year ended 31st
March, 2014:
| S. No. |
Form No. |
U/Section |
Particulars |
Filed on |
Challan No. |
Normal/ Additional Fees |
| 1) |
Form 20B |
159 |
Annual return in respect of the AGM held on 30.09.2013 |
18.11.2013 |
Q23752942 |
Normal Fees |
| 2) |
Form 23AC & Form 23ACA |
220 |
Annual Accounts for the year ended 31-3-2013 |
13.10.2013 |
Q13422084 |
Normal Fees |
| 3) |
Form 66 |
Proviso to Sec 383A |
Compliance certificate for the F/Y ended 31-3-2013 |
07.10.2013 |
Q12446696 |
Normal Fees |
| 4) |
Form 23 |
192 |
Registration of special resolutions |
07.09.2013 |
B83859330 |
Normal Fees |
| 5) |
Form 23 |
192 |
Registration of special resolutions |
08.10.2013 |
B86269057 |
Normal Fees |
| 6) |
Form 25C |
269 |
Return of appointment |
15.10.2013 |
B86847266 |
Normal Fees |
| 7) |
Form 32 |
- |
Resignation of director |
06.09.2013 |
B83792200 |
Normal Fees |
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