Dear Members,
Your Directors present the 32nd Annual Report together with the Audited Accounts of the
Company for the year ended 31st March 2015.
Financial summary or highlights/Performance of the Company
(Rs. in Lacs)
|
Current Year |
Previous Year |
|
Ended 31.03.2015 |
Ended 31.03.2014 |
| Sales(Net of Excise Duty) |
4435.64 |
4526.32 |
| Profit/(Loss) before interest and depreciation |
(86.22) |
122.78 |
| Interest & Finance charges |
5.78 |
3.03 |
| Profit/(Loss) before Depreciation |
(92.00) |
119.75 |
| Depreciation |
190.78 |
159.12 |
| Profit/(Loss) Before tax and Exceptional item |
(282.78) |
(39.37) |
| Exceptional Items |
(413.77) |
0.00 |
| Provision for Tax/Deferred Tax |
22.25 |
5.39 |
| Profit/(Loss) After tax |
(674.30) |
(33.98) |
| Loss brought forward |
(165579.66) |
(165545.68) |
| Balance Carried forward |
(166253.96) |
(165579.66) |
Dividend
On account of heavy losses, your Directors are not in a position to recommend dividend
for the year.
Reserves
During the year the company has incurred loss of Rs 674.30 lacs as against the loss of
Rs.33.98 Lacs for the previous year.
Brief description of the Companys working during the vear/State of Companys affair
During the year under review the Pithampur unit was operational and being runs on job work
basis due to non availability of working capital funds. The total turnover/job-work
receipts of this unit are Rs. 4435.64 lacs which includes Rs. 590.15 lacs on account of
own sale and Rs.3845.49 lacs on account of Job work income as against the total turnover
of Rs. 4526.32 lacs (own sale Rs. 525.86 lacs and job-work receipt Rs. 4000.46 lacs) for
previous year. During the, year the unit has incurred loss Rs 182.24 lacs as against the
profit of Rs.82.71 Lacs for the previous year. The operations of the unit during the year
remained partly disrupted, due to shortage of labour and closer of unit for 14 days in the
month of march due to strike by the labour which has resulted into low capacity
utilisation.
The Bhiwadi unit of the company is closed since May, 2004 and remained close during the
period under review. The Terry Towel unit of the company at Khushkhera was taken over by
ARCIL through an act of SARFASEI u/s 13(4) in the year 2008 and has been dispose off by
them and the final sale certificate was issued by them in Oct 2012. The fact of sale of
Khushkhera Plant came to the knowledge to the company during the proceeding before Honble
Debt Recovery Tribunal (DRT) in month of January 2013. In view of such sale certificate,
in financial year 2012-13 the Company has removed the assets of Khushkhera unit as well as
the corresponding liabilities thereof.
Change in the nature of business, if any.
There has been no change in the nature of business of the company.
Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
There has been no material change and commitments during the financial year and at the
end of financial year.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.
The Company is a sick industrial unit and in compliance with the Sick Industrial
Companies (Special Provision) Act, 1985 have got its reference registered with the Honble
BIFR.
The Company had been declared a sick Company by the Honble BIFR under the provision of
Sick Industrial Companies (Special Provision) Act, 1985 vide its letter dated 07/11/2006.
ARCIL filed a Miscellaneous Application (MA) No. 675 requesting the Honble BIFR to abate
the companys reference in view of the fact the secured creditors have taken action
against the company under SARFAESI Act. The Honble BIFR in its hearing held on 06
December 2010 abated the reference of the company under the third proviso of Section 15
(1) of SICA. The Company thereafter approached Honble AAIFR against the order of Honble
BIFR and also filed a fresh reference based on audited balance sheet for the year ended
March 2010, with Honble BIFR on 20th December 2010 which was registered as Case no
12/2011 and this reference was rejected by Honble BIFR on 26.09.2012 on the ground that
the balance sheet of the Company is not modified appropriately. The Company as per the
directions of the AAIFR modified its balance sheet for the year 2012-13 and filed a fresh
reference and the same was registered as Case no. 67/2013 and proceeding are on before
BIFR in the matter.
The loan liabilities pertaining to ICICI and PNB were assigned to one of the NBFC by
ARCIL to whom the Company had approached and had given an advance for settlement of the
dues and the deal is yet to be concluded.
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
The Company has adequate internal control systems in commensuration with its size and
nature of business. The Management has overall responsibility for the Companys internal
control system to safeguard the assets and to ensure reliability of financial records.
The Board of Directors has its Audit Committee, which reviews all financial statements
and ensures adequacy of internal control system.
Details of Subsidiarv/JointVentures/Associate Companies
Not applicable in our case as the company does not have any subsidiary , Joint Ventures
or Associates companies.
Performance and financial position of each of the subsidiaries, associates and joint
venture companies included in the consolidated financial statement.
Not applicable in our case as the company does not have any subsidiary , Joint Ventures
or Associates companies.
Deposits
The Company had not accepted any deposits during the financial year ending March 31,
2015. During the year under review no amount is outstanding on account of Fixed Deposits.
Statutory Auditors
In terms of amendment made by SEBI in clause 41 of the Listing Agreement vide its
circular no. CIR/ CFD/ DIU 1/2010; every listed company is required to appoint an auditor
who had subjected himself to the peer review process of Institute of Chartered Accountants
of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.
M/s Jain Raj Associates, Chartered Accountants the retiring statutory auditor of the
Company, offer themselves for reappointment. The Company has received certificate from
them that they hold peer review certificate from Peer Review Board of the Institute of
Chartered Accountants of India & their appointment, if made at the forthcoming Annual
General Meeting, would be within the ceiling limits prescribed under section 134 and
section 141 of the Companies Act, 2013 and they are not disqualified to act as Auditors of
the Company for next two financial years i.e. 2015-2016 and 2016-17.
Auditors Report
Point-wise explanations to the observations on the Basis of Qualified Opinion are as
follows:
1. Since the company is a Sick Company and having accumulated losses, no provision of
leave encashment has been made. The provision for gratuity had been made on the basis of
Life Insurance Corporation (LIC) gratuity policy taken by the Company in the past which
had been lapsed.The Company is discharging the current liability in respect of leave
encashment and gratuity, on the basis of as and when such liabilities arise, whereas
provisions against past liabilities are sufficiently provided. Thus, there has been
non-compliance of Accounting Standard AS-15 to that extent.
2. Regarding non-provisions of interest liabilities as per point no 2 to 6 of the
report of in respect of prelease charges, interest and premium on redemption of
debentures, interest on inter corporate deposit and other loans, non-provision of interest
on loans and working capital facilities from various Financial Institutions and Banks
including liabilities for abandoned project, custom duty, demurrage and insurance charges
relating to imported machinery lying at port, it is explained hereby that since the
Company is a sick industrial unit duly registered with Honble BIFR under SICA (Special
Provisions) 1985 and in view of any likely relief, which may be allowed while arriving at
settlement with Secured lenders of the Company, these liabilities could not be adequately
provided. Therefore, the Management has decided not to provide further liabilities in the
Books of Accounts as mentioned above.
3. As regards to non-provision of impairment losses for the assets lying at Custom
warehouse, the loss due to accidental fire reported by CWC wherein the damage is
unascertained and relevant assets are under the charge of Court Receiver, the matter being
sub-judice, the management does not have adequate means to assess the same, As regards to
non-provision of impairment losses for the assets of Bhiwadi Unit, it is explained that
the production at the unit is suspended, therefore the future cash flow and net realizable
value have not been assessed. Therefore, there has been non-compliance of Accounting
Standard AS- 28, to that extent.
4. Regarding depreciation being charged as a continuous process plant, technical
opinion was sought by Company and it has provided depreciation accordingly.
5. Regarding part recovery of dues from debtors, the properties were acquired by the
Company based on the valuation report of the Government approved valuer at that time.
6. Regarding unascertained losses relating to abandoned project the management is
unable to estimate such losses as the same is not possible being the assets lying in the
custom bonded warehouse partly damaged by fire.
7. Regarding going concern assumption the management of the view that Companys
reference is pending before Honble BIFR and in expectancy of reliefs and concessions in
form of waiver of interest and other liabilities being restructured, the financial
position of the Company will improve and it will be able to match its future cash flows
with that of the liabilities.
8. Preference Shares could not be redeemed on the due dates in view of continued
financial crisis
9. Regarding non renewal of insurance policies it is stated that on account of severe
financial crisis, policies could not be renewed. However, the fact was communicated to the
financial institutions in the past.
10. The ARCIL in possession of Khushkhera Unit of the company have sold the assets of
the company and in terms of the final sales certificate the assets of the units and
corresponding liabilities thereof have been removed from the books of accounts of the
company during FY 2012-13, refer note no. 20.21(a) of the balance sheet.
11. On account of defaults and financial crises it is difficult to convince any other
suitable person to join the Board of the Company. Therefore the Management has no option
but to reappoint the retiring Directors.
Share Capital
a) Issue of equity shares with differential rights
During the year under review the Company has not issued any equity shares with
differential rights.
b) Issue of sweat equity shares
The Company has not issued any sweat equity till date.
c) Issue of employee stock options
The Company has not issued employee stock options, as provided in rule 12 (9) of
Companies (Share Capital and Debentures) Rules, 2014.
d) Provision of money by company for purchase of Its own shares bv employees or by
trustees for the benefit of employees
No such provision of money has been made by the company, as provided in rule 16 (4) of
Companies (Share Capital and Debentures) Rules, 2014
Extract of the annual return
The extract of the annual return is attached as Annexure-A to this report
Conservation of energy, technology absorption and foreign exchange earnings and outoo
Information required to be disclosed under section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 is given hereunder;
A) Conservation of energy:
Pi (Pithampur, Indore):
The Unit is following the recommendations of a renowned consultant, and has been able
to improve the power factor and motor efficiency. The unit has replaced all the
conventional lamps, chokes and other electrical equipments by power saving devices like
energy efficient capacitors, CFL, electronic chokes etc. Total energy consumption and
energy consumption per unit of production are given hereunder:
| A POWER AND FUEL CONSUMPTION |
PITHAMPUR UNIT |
| 1. Electricity |
|
| a. Purchase |
|
| Units (Lacs-KWH) |
295.96 |
| Total Amount (Rs. in Lacs) |
1677.41 |
| Rate/Unit(Rs.) |
5.67 |
| b. Own Generation through DG Sets |
|
| 2. Coal |
- |
| 3. Furnace Oil |
- |
| 4. Others/lnternal Generation |
- |
| 5. Consumption per unit of production Electricity |
19.06 |
| Cotton/Blended Yam (Rs./Kg.) |
|
(B) Technology absorption:
The company has not undertaken any research and development activities and no
expenditure have been incurred.
(C) Foreign exchange earnings and Outgo:
The total foreign exchange earned during the Current Year (including deemed export) was
Rs. Nil lacs as against the previous year of Rs.Nil lacs and outgo of Foreign exchange
during the Current year was Rs 6.45 lacs as against Rs. 1.66 lacs in the previous year.
Corporate Social Responsibility (CSR)
The provisions relating to CSR under section 135 are not applicable to the Company.
Directors:
(A) Changes in Directors and Kev Managerial Personnel
Shree Omprakash Parasrampuria, aged about 76 years,director of the company has resigned
from the directorship of the company w.e.f 31.03.15. The Board of Directors of the company
has accepted his resignation and acknowledged the contribution made by him during his
tenure as director of the company and wished him a healthy and happy life ahead. Shri
Ratanlal Parasrampuria aged about 77 years director of company has resigned from the
directorship of the company w.e.f.14.03.15. The Board of Directors of the company, has
accepted his resignation and applauded for the achievements made during his tenure by the
company and wished him happy and healthy life ahead.
Shri Mahesh Dadheech (DIN3174253), Director of the company retires by rotation and
being eligible offers himself for reappointment.
Shri Satendra Singh Rawat (DIN 6401366), Director of the company retires by rotation
and being eligible offers himself for reappointment.
Further, in terms of section 149 read with section 152 of the Companies Act 2013, an
independent Director is now not required to retire by rotation, and may be appointed on
the Board of the Company for maximum two terms of up to five years each. Accordingly, it
is proposed to appoint the existing independent director Mr.S.K. Anand, for an initial
term of five years, effective from 31st March, 2015. Mr. SK Anand has confirmed his
independence in terms of the requirements of Companies Act, 2013. The company has received
notice as per the provisions of section 160 of the Companies Act, 2013, and also received
a declaration form Mr. SK Anand that he meets the criteria of independence as provided in
sub-section (6) of Section 149 of the Companies Act, 2013.
Further, in terms of section 149 read with section 152 of the Companies Act 2013, an
Independent Director is required to be appointed on the Board of the Company for maximum
two terms of up to live years each. Accordingly, it is proposed to appoint Independent
Women Director Neha Rawat, for an initial term of five years, effective from 14th August,
2015. Ms. Neha Rawat has confirmed her independence in terms of the requirements of
Companies Act, 2013. Since Ms Neha Rawat was appointed as additional Director during the
year, company has received notice as per the provisions of section 160 of the Companies
Act, 2013 and also received a declaration form Ms. Neha Rawat that she meets the criteria
. of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013
(B) Formal Annual Evaluation
The Board of Director of the Company has decided that evaluation of the performance of
the Board as a whole, Board Committees and Directors shall be carried out on an annual
basis. During the year, the first Evaluation cycle was completed by the Company internally
which included the Evaluation of the Board as a whole, Board Committees and Directors. The
exercise was led by the Non Executive Director along with a Senior Independent Director of
the Company. The Evaluation process focused on various aspects of the Board and Committees
functioning such as composition of the Board and Committees, experience and competencies,
performance of specific duties and obligations, governance issues etc. Separate exercise
was carried out to evaluate the performance of individual Directors on parameters such as
attendance, contribution and independent judgement. The results of the Evaluation were
shared with the individual directors and Chairman of respective Committees. Based on the
outcome of the Evaluation, the Board and Committees have agreed on the action plan to
improve on the identified parameters.
Number of meetings of the Board of Directors
During the year Four Board Meetings and Four Audit Committee Meetings were convened and
held. The details of these are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Details of establishment of vigil mechanism for directors and employees
The Company has established a Whistle Blower Policy for Directors and employees to
report their genuine concern. The details of the same is explained in the Corporate
Governance Report.
Nomination and Remuneration Committee
The Remuneration Committee of the Board comprises of following members:
| 1. Shri Alok Parasrampuria |
Managing Director |
| 2. Shri Sushil Anand |
Independent Director |
Particulars of loans, guarantees or investments under section 186
There are no loans given, guarantees issued or investments made to which provisions of
Section 186 are applicable to the Company.
Particulars of contracts or arrangements with related parties:
The company has not entered into any contract or arrangement with related parties.
Managerial Remuneration:
The Company has not paid managerial remuneration to any director except sitting fee at
the rate of Rs. 2000/- for attending each meeting of Board of Directors and any Committee
thereof to independent Director/s.
Secretarial Audit Report
A Secretarial Audit Report given by Ms Rachna Lodha a practicing company secretary is
attached as Annexure - B.
Secretarial Audit
As mentioned above your Company is a sick industrial unit and out of the three units of
Company one is taken over by secured creditors of the company under SARFESI Act and
flagship unit at Bhiwadi is lying close since 2004, only one unit of the company is
functional that is too on job work basis. In view of the above your company is facing
severe financial crunch and finding it difficult to even meet its day to day expenses.
Therefore it was very difficult to broad base the board of directors of the company.
However company had appointed one Independent Women director and reconstituted various
committees so as to comply with most of the compliances under listing agreements with the
stock exchanges. Your company intent to comply formatting and making all efforts to
fulfill the requirements of Companies Act 2013 and to rectify other deficiencies as
reported in the Secretarial Audit Report.
Corporate Governance
Your Company has ensured continued compliance of Corporate Governance requirements
during the period under review. Your Company lays strong emphasis on transparency,
disclosure and independent supervision to increase various stakeholders value. As
required by Clause 49 of the Listing Agreement the reports on Management Discussion and
Analysis, Corporate Governance as well as the Certificate regarding compliance of
conditions of corporate governance, are annexed and form an integral part of this report.
Risk management policy
The products of the Company are well established in the market and the Management does
not perceive any threat specific to its products. However, in the present context the
capacities of the unit of the Company are too insignificant to compete in the
international markets. Due to bad financial condition, the Management is certainly not in
a position to avail of the benefits of the opportunities coming its way.
Particulars of Employee
There was no employee whose remuneration was in excess of the limits prescribed under
the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Directors Responsibility Statement
Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with
respect to Directors Responsibility Statement, it is hereby confirmed:
i. that in the preparation of the accounts the applicable accounting standards had been
followed along with proper explanations relating to material departures:
ii. that the directors had 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 and loss of the Company for the year under review;
iii. that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. that the Directors have prepared the accounts on a "going concern" basis;
v. that the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
vi. the directors had devised proper systems to ensure compliance with the provisions
of all applicable • laws and that such systems were adequate and operating
effectively.
Acknowledgements
Your Directors take this opportunity to express their deep gratitude to the Central
Government, Government of Rajasthan, Government of Madhya Pradesh, Financial Institutions,
Bankers and the shareholders for their continued co-operation and support.
|
For and on behalf of the Board |
|
Atok Parasrampuria |
| Place: New Delhi |
Chairman |
| Date :14th August, 2015 |
DIN 426515 |
"ANNEXURE B’TOTHE DIRECTORS’REPORT
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
THE MEMBERS,
PARASRAMPURIA SYNTHETICS LIMITED
SP 145-D-l, RIICO INDUSTRIAL AREA,
BHIWADI, RAJASTHAN- 301019
I have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by PARASRAMPURIA SYNTHETICS
LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided me/us a reasonable basis for evaluating the . corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my/our verification of the books, papers, minute books, forms and returns
filed and other records maintained by the Company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the Company has, during the audit
period ended on 31stMarch, 2015, not complied with the statutory provisions listed
hereunder and also that the Company has improper Board-processes and compliance-mechanism
in place to the extent,in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by PARASRAMPURIA SYNTHETICS LIMITED ("The Company") for the
period ended on 31st March, 2015 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made there under;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules
made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
V The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Registrars to an issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations,
i998;
The Company has grossly not complied with the requirements under the Equity Listing
Agreements entered into with BSE Limited. ..
VI. Other laws applicable specifically to the Company as per the representation given
by the company. NIL
I have not examined compliance with the applicable clauses of the following:
I Secretarial Standards issued by The Institute of Company Secretaries of
lndia.(Notified but effective from 1st July, 2015).
I further report that
This report is qualified report as during the period under review the Company has not
complied with the major provisions of the Act, Rules, Regulations, and Guidelines etc.
Some of the Major non Compliances are as mentioned in Annexure I.
The Board of Directors of the Company is not constituted with proper balance of
Executive Directors, Non- Executive Directors and Independent Directors. There is no
change in the composition of the Board of Directors that took place during the period
under review.
Majority decision is carried through while the dissenting members’ views are
captured and recorded as part of the minutes.
I further report that there are not adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
The company has defaulted in repayment of dues to financial institutions, Banks and
Debenture holders and the same is still continued till 31st March 2015.
This report is to be read with my letter of even date which is annexed as Annexure II
and forms an integral part of this report.
|
RACHNA LODHA |
|
Practising Company Secretary |
| PLACE: NEW DELHI |
Membership No: ACS 28468 |
| DATE : 30.06.2015 |
COP No: 10391 |
Annexure to the Secretarial Auditors Report
Which forms an integral part of the report.
Annexure I
During the period under review the Company has not complied with the following major
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned below:
1. In respect of Section 117(3) (h) of the Companies Act, 2013 regarding filing of Form
Mgt-14 with the ROC regarding MBP-1. The Company has not filed such form with ROC,
2. In respect of Section 117(3) (g) of the Companies Act, 2013 regarding filing of Form
Mgt-14 with the ROC regarding "Approval of Financial Statement and Boards Report.
The Company has not filed such form with ROC.
3. In respect of Section 149 (1) of the Companies Act, 2013 regarding appointment of a
women director. Tjtxe Company has not appointed any women director during the year.
4. -In respect of Section 149(4) of the Companies Act, 2013 every listed company shall
have at least one third of total number of directors as independent director. The Board of
Directors in the company comprises of four directors and the Company has only one
independent director. This is non-compliance of Section 149(4) of the Companies Act, 2013.
5. In respect of Section 170(2) Rule 18 of the Companies Act, 2013 return of Directors
and KMP to be filed with ROC in Form DIR 12, within 30 days of appointment or change and
Register of Director which is not Filled for appointment of CFO, hence it is a non
compliance by the company.
6. In respect of Section 177(2) of the Companies Act, 2013, Audit Committee shall have
minimum three directors with independent director forming majority, whereas there is only
one independent director in the Company which is non compliance of this act.
7. In respect of Section 178 (1)(2)(3)(4) of the Companies Act, 2013, every Nomination
and Remuneration Committee shall consist of three or more non executive directors, with
not less than one half shall be independent .Company has not complied with this act.
8. In respect of Section 196(4) Rule 3 of the Companies Act, 2013 return of appointment
of CFO is to be filled in Form MR-1 with Roc within 60 days of appointment. Company has
not made any such filling nor made any appointment of CFO as KMP which is a non compliance
of Section 203 (1)(2) of the companies Act, 2013
9. In respect of the Clause 41 of the Listing Agreement regarding notice of Board
Meeting to the Stock Exchange to consider the Annual Audited Results, The Company has not
given any such notice to any stock exchange and has not publish in any newspaper for Q4 of
2014-15.
10. In respect of Clause 35 of the Listing Agreement regarding Shareholding pattern to
be file quarterly, The Company has not filed Shareholding pattern with any stock exchange
for any quarter during the year.
11. In respect of Reconciliation of Share Capital Audit, The Company has not filed the
same during the year.
12. In respect of Clause 38 of the Listing Agreement regarding Payment of Listing Fee,
The Company has not paid the Listing Fees.
13. In respect of Clause 31 of the Listing Agreement, The Company has not sent six
copies of Statutory and Directors Annual Report to the stock exchanges.
14. The Company has not uploaded Shareholding Pattern to SEBI, website for any quarter
during the year.
15. In respect of Clause 30 of the Listing Agreement, The Company has not intimate to
any stock exchange regarding appointment of two additional directors during the year.
16. In accordance to the information & explanations given to us, the company has
not complied with the provision Employees Provident Funds and Miscellaneous Provisions
Act, 1952 and other applicable laws and not regular in depositing the statutory dues
including Provident Fund, Employees State insurance, Income tax, Sales tax, Service tax,
Custom Duty, Excise Duty, Cess and other material statutory dues, wherever applicable,
with the appropriate authorities.
17. The company has been declared as BIFR Company as per Provisions of the Sick
Industrial Companies (Special Provisions) Act, 1985 (SICA). The lenders of the Company
have filed the petitions with BIFR and AAlFR.The Company as per the directions of
AAIFR, has modified its balance sheet for the financial year 2012-13 and filed a fresh
reference and the same was registered as case no 67/2013 and the matter is still pending
with Honourable BIFR.
|
RACHNA LODHA |
|
Practising Company Secretary |
| PLACE: NEW DELHI |
Membership No: ACS 28468 |
| DATE : 30.06.2015 |
COP No: 10391 |
Annexure to the Secretarial Auditors Report Which forms an integral part of the report.
Annexure II
TO
THE MEMBERS,
PARASRAMPURIA SYNTHETICS LIMITED
SP 145-D-l, RIICO INDUSTRIAL AREA,
BHIWADI, RAJASTHAN- 301019
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the
company. My responsibility is to express an opinion on these secretarial records based on
my audit.
2. I have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records. I
believe that the processes and practices i followed provide a reasonable basis for my
opinion.
3. I have not verified the correctness and appropriateness of financial record and
Books of Accounts of the company since the same have been subject to review by Statutory
Auditor.
4. Where ever required, I have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. My examination was limited to
the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the company nor of the efficiency or effectiveness with which the management has conducted
the affairs of the company.
|
RACHNA LODHA |
|
Practising Company Secretary |
| PLACE: NEW DELHI |
Membership No: ACS 28468 |
| DATE : 30.06.2015 |
COP No: 10391 |
+91-9892691696
