mysore tobacco company ltd Directors report


DIRECTORS

Your Directors have the pleasure in presenting their 77th Annual Report together with audited accounts of the Company, Report ofAuditors for the year ended 31st March 2014.

FINANCIAL RESULTS

2013-14 2012-13
1. Turnover 61.18 56.49
2. Profit before providing interest & depreciation 34.26 35.38
3. Interest 63.20 62.00
4. Depreciation 0.49 0.56
5. Loss for the year after providing interest, 33.04 35.38
Depreciation and prior period adjustment

The turnover of Rs. 61.18 lakh includes rent on godowns at Whitefield and interest income. The accumulated loss of the company as at 31.03.2014 is Rs. 1,454 lakh.

The Government is taking speedy action in buying private shares held by the Shareholders. Release of necessary funds by Government is expected soon.

AUDITORS

The Comptroller and Auditor General of India in his letter No. CA.V/COY/KARNATAKA.MTOBAC(1) 709 dated 26.08.2013 has appointed M/s VS. Ranganatha & Co. Chartered Accountants, Bangalore, as the Statutory Auditors for the year 2013-2014. The Directors are thankful to them for their cooperation.

COMPLIANCE CERTIFICATE

The Compliance Certificate as required under Section 383-Aof the Companies Act 1956, is appended. PERSONNEL

A Firm of practicing Chartered Accountants is looking after the statutory requirements including finalization of annual accounts.

An In charge Secretary and a Cashier-cum-Stenographer have been taken on contract basis for looking after the day-to-day working.

A Security Agency has been entrusted with the task of security arrangements for Head Office and Whitefield factory properties of the Company.

Information required under Section 217 (1) (e) Read with Companies (Disclosure of Particulars in the Report of Directors) Rules 1988:

Your Directors state that -

i) Particulars of energy consumption/conservation in Form A are not required to be provided by the Company as its operations are not covered by the relevant schedule.

ii) The Companys operations presently do not involve any technology/absorption.

iii) There were no foreign exchange earnings or outgo during the year under report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, your Directors state and confirm that-

1. In preparing of the annual accounts, the applicable accounting standards have been followed.

2. The Directors have applied sound accounting policies 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 loss of the Company for that period.

3. The Directors have taken sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts are prepared on a going concern basis.

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956.

There are no employees whose particulars are required to be shown in terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read under the Companies ("^rticulars of Employees) Rules 1975 as amended.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the co-operation and support extended by the Members, State Government and others for cordial relationship.

Place: Bangalore, On behalf of the Board of Directors
Date: 22.07.2014 Sd/-
(BHARATLALMEENA)
CHAIRMAN

COMPLIANCE CERTIFICATE

To, CINNO.U85110KA1937SGC000199.

The Members,

The Mysore Tobacco Company Limited

17, Richmond Road, Bangalore-560 025.

I have examined the registers, records, books and papers of M/s The Mysore Tobacco Company Limited 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 2014. In my opinion and to the best of my information and according to the checks carried out by me and explanations furnished 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 Ato 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 duly filed the forms and returns as stated in Annexure "B to this certificate, with the Registrar of Companies, or other authorities within the time prescribed under the Act and the rules made there under.

3. The Company is a Public limited company and has the minimum prescribed paid up capital during the financial year March 31st 2014.

4. The Board of Directors duly met 4 times on 28.06.2013, 28.09.2013, 20.12.2013 and 24.03.2014 in respect of which meeting proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Register of Members was closed from 21st September 2013 to 28th September 2013 for updating the records.

6. The Annual General Meeting for the financial year ended on March 31, 2013 was held on 28.9.2013 by giving due notice to the members of the Company and the resolutions recorded.

7. An Extra-ordinary General Meeting was held on 31 st May 2013.

8. The Company has not advanced any loan to Companies referred in the Section 295 of the Act.

9. The provisions of Section 297 of the Act in respect of contracts specified in that section is not applicable for the period A

10. The Company has made necessary entries in the Register maintained under section 301 of the Act.

11. The Company is not required to obtain approvals pursuant to section 314 of the Act.

12. The Company has issued 12 duplicate Share Certificates during the year.

13. The Company has filed secretarial compliance certificate under section 383 "A" of the Act.

14. The Board of Directors of the Company is duly constituted and the appointment of Directors, additional Directors, alternates Directors and Directors to fill casual vacancies have been duly made.

15. Approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as prescribed under the various provisions of the Act were not necessary.

16. 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.

17. No allotment of shares .was made during the year.

18. There were no claims to dividend, shares pending registration during the period.

19. No deposits were invited or accepted by the Company from public.

20. The Company has not borrowed funds from Directors, Members, Public, Financial Institutions and Banks during the financial year ending March 31, 2014.

21 The Company has not made or given guarantees to other bodies corporate.

22. The Company has not altered the provisions of the Memorandum with respect to the situation of the Companys registered office.

23. The Company has not altered the provisions of the Memorandum with respect to objects of the company.

24 The Company has not altered the provisions of the Memorandum with respect to Share capital of the company.

25. The Company has not altered its Articles of Association.

26. The Company had no buy back of shares.

27. No prosecution was initiated against or show cause notices received by the company alleged offences.

28. There are no employees in the Company. Provisions of E.S.I, and Provident Fund Act are not applicable to the company since there are no employees.

29. The Company has

a. Effected transfer/transmission of securities/equity shares during the financial year and delivered all the certificates on lodgment there for transfer /transmission after complying with the provisions of the Act.

b. Deposit of dividend does not apply as no dividend is declared in previous years.

c. No payment of dividend was due in view of the above

d. Not transferred any amount in unpaid divided account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to investor Education and Protection Fund as these provisions are not applicable since there was no such amount required to transferred

e. Duly complied with the requirement of Section 217 of the Act.

Sd/-
Place: Bangalore R. C.VENKATESH RAO
DATE: 19.07.2014. Company Secretary in practice
CP 2733 FCS 2282

ANNEXUREA

The following are Registers as maintained by the Company:

1. Register of members and Share ledger - u/s - 150

2. Register of charges and copies thereof - u/s - 143/136

3. Minutes of Board Meetings

4. Minutes of Annual General/General Meetings

5. Books of Accounts -u/s - 209

6. Register of Contract -u/s - 301

7. Register of Directors -u/s - 303

8. Register of Directors share holdings - u/s-307 9 Register of Director Attendance

10. Register of Share Holders Attendance

11. Register of Fixed Assets

12 Register of Renewed and duplicate share certificate

13. Register of Investments - U/s 49.

ANNEXURE B

The following returns were filed during the year with Registrar of Companies

1. Annual Return as of 28.09.2013 in Form No.20B was filed on 26.11.2013.

2. Balance sheet in form 23 AC & ACA as at 31.3.2013 was filed on 29.10.2013.

3. Compliance Certificate in Form 66 as of 28.9.2013 was filed on 03.10.2013.

Sd/-
Place: Bangalore R. C.VENKATESH RAO
DATE: 19.07.2014. Company Secretary in practice
CP 2733 FCS 2282