Raj Irrigation Pipes & Fittings Ltd Directors Report.
Raj Irrigation Pipes & Fittings Ltd.
Your Directors present the 29th Annual Report of the Company along with Audited Statement of Accounts for the year ended 31st March, 2014.
The last financial year of the Company ended on 30th September 2012. But considering the new provisions in the New Companies Act 2013 under section 2(41) mandating all companies to keep the financial year as the period ending on the 31st day of March every year and to bring our companys financial year at par with other companies and to comply provisions of newly enacted Companies Act, 2013, Company had approached Registrar of Companies, Maharashtra, Mumbai to grant extension of financial year till 31st March 2014 and to hold AGM beyond the statutory period stipulated by the old Companies Act 1956.
Registrar of Companies approved Companys application for extension of Financial Year and Extension of Annual General Meeting vide its order dated 10/12/2013 & 3/01/2014 respectively.
1. FINANCIAL RESULTS
|Particulars||Period ended 31.03.2014||Year ended 30.09.2012|
|Sales and Other Income||0||0|
|Add : Prior Period Expenses||0||0|
|Add : Balance of Loss brought forward from previous year||(1111.16)||(1101.41)|
|Balance Carried Forward||(1118.22)||(1111.61)|
The Company had trading operation during the period of 18 months. Although company has generated revenue from operations, but due to administrative expenses the Company incurred a net loss of Rs 26.78 lakhs. The Company is trying to revive its business and is in the process of crystallizing its future plans. The Management is taking its efforts in this regard.
In the event of the losses during the current financial year your Directors are unable to recommend any dividend.
4. STATUS OF BIFR REFERENCE/ SALES TAX MATTER
The Company was declared a sick Company under SICA by the BIFR on 29.05.2002. The Honble AAIFR, New Delhi had remanded the matter to BIFR by its order dated 5th May,2008 directing the Company to submit an OTS based rehabilitation scheme before BIFR. In its order dated 15.3.2010 the BIFR noted that as the secured creditors have taken action under section 13(4) of the SARFESI Act the reference of the Company stands abated under section 15(1) of the SICA.
The land, building, plant and machinery, electricals, mould & dies etc of the two manufacturing units at Nagpur and Goa have been taken over / disposed off to pay off one time settlement amounts to Secured Creditors, Bank of India and MSFC. Therefore presently there is no production/sale and there are no employees. There is a contingent liability of Rs.481,82,660 arising out of assessments of Sales Tax Department, Nagpur as the department has charged Sales Tax on intermediate product manufactured and sold during the Exemption period ending on 14.09.1991.
These demands have been contested by the Company and stay has been granted by Appellate Authorities. Later, the Sponsoring Authority District Industries Center, Nagpur recommended to the Sales Tax Department that the exemption be granted to the Intermediate Products. However the Sales Tax Department, Nagpur rejected the recommendation and even disregarded the advice of Joint Commissioner Sales Tax (HQ) Mumbai to amend the Exemption Certificate. The Company has filed appeal against this rejection before the Sales Tax Tribunal. As stated earlier, the appeals are also pending before the Appellate Authorities. For one of the assessment years, the matter has been referred to the Higher Bench of the Tribunal. The Higher Bench has remanded the matter back to the Bench for proper order. The Company is hopeful to succeed in the Appeals.
5. CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT
Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report. Also Certificate on Compliance of Corporate Governance issued by M/s D.S. Momaya & Co., Company Secretaries is annexed to the report.
The particular of Employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as the Company does not have any employee.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the fact that the Company has sold its plants and not carrying on any manufacturing activity.
8. FOREIGN EXCHANGE EARNING AND OUTGO
The Company has not earned any foreign exchange during the year under review. The Company has not spent any amount in foreign exchange.
9. DIRECTORS :
Further, to bring Board of Directors of the Company in compliance with the new provisions of Companies Act, 2013, the Board has been restructured in the meeting of Board of Directors held on 25th April 2014 wherein Mr. Santosh Kamankar , Mr. Vaibhav Malsane and Mr Vikas Malekar have been re-appointed as the Independent Directors of the Company for the period of five years and Mr. Vishnudayal Sarda has been appointed as Chief Executive Officer as Whole time Key Managerial Personnel and Mr. Damodarlal Ladha has been appointed as Chief Financial Officer & Managing Director as Whole time Key Managerial Personnel. The Board recommends their reappointment.
During the year, Mr. Sharad Vishnudutta Sharma ceased to be the Director of Company due to his sad demise and your Directors express condolence over the same.
10. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby declare:
i) That in preparation of the annual accounts, the applicable accounting standards has been followed.
ii) That 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 under review and for the profit or loss of the Company for that period;
iii) That the directors had taken proper and sufficient care 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.
iv) That the directors had prepared the annual accounts on a going concern basis.
11. FIXED DEPOSITS:
Your Company has not accepted Public Deposits within the meaning of Section 58A of the Companies Act, 1956.
12. AUDITORS AND AUDITORS REPORT
M.G. Shouche & Co., who are the Statutory Auditors of the Company, hold office until the conclusion of the Annual General Meeting. Auditors remarks are self explanatory and Company is in continuous chase to settle / disclaim all the liabilities which are disputed and pending in the court of law and also is in process of appointing Internal Auditor so as to establish internal control system in the Company.
Further, Your Directors propose appointment of M.G. Shouche & Co, Chartered Accountants whose appointment as been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every annual general meeting till the sixth such meeting by way of passing of an ordinary resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.
The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, and all other intermediaries concerned with the Companys business.
Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.
|Place : Mumbai||BY ORDER OF THE BOARD|
|(Damodarlal Nandlal Ladha)|
|Date: 25th April 2014||Director|