Rock Hard Petro Chemical Industries Ltd Directors Report

ROCK HARD PETROCHEMICAL INDUSTRIES LIMITED ANNUAL REPORT 2008-2009 DIRECTORS REPORT Dear Shareowners, Your Directors have pleasure in presenting the Thirty Fourth Annual Report along with the Audited Accounts of the Company for the year ended 31 March 2009. Financial Results (Rs. In Lacs) Particulars 2008-2009 2007-2008 Sales & Other Income from Operation - - Other Income 0.00 0.38 Total Expenditure 1.01 1.19 Interest & Finance Charges 0.06 0.06 Depreciation 0.00 0.00 Loss before Tax 1.01 1.15 Net loss after Tax 1.01 1.15 Balance brought forward -619.69 -608.13 Balance Carried to Balance Sheet -629.77 -619.84 Performance During the year under review your Company achieved a turnover and operating income of Rs. Nil/- Compared to Rs.38698/- hi the previous fiscal year 2007-2008, Loss Incurred during the year amounted to Rs.1007722/- as against the previous years loss of Rs. 1155328/-. Dividend As your company has incurred heavy losses during the year under review no dividend is recommended. Directors In accordance with the provisions of the Companies Act, 19S6 and the Articles of Association of the Company, Mr. Chirag Jethva and Mr. Ramchandra Kachave, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. Auditors: M/s. Rishi Sekhri & Associates, Chartered Accountants the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for reappointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration. Increase in Authorised Share Capital; The company requires additional capital funds for the purpose of to meet the long term working capital requirements and general corporate purposes and to set up formaldehyde plant at dist. Thane near Mumbai. Accordingly, the Board of Directors has decided, among the various alternate option, to raise the said funds by issuing the Equity Share capital of the company on preferential basis. The company has an authorizedcapital of Rs. 10crores divided into 1,00,00,000 equity shares of Rs.10/- each. The authorized capital of the company to be increased from Rs. 10 crores to Rs. 60 crores, rankingparipassu with the existing Equity shares of the company. Entering in new era of business In consideration to market opportunity there is a huge scope in Infrastructure Field and Jewellery Field, now Company is looking for the same opportunity and entering in these field so can reap maximum benefit and accordingly shareowners will also benefited. Fixed Deposits The company has not accepted Fixed Deposits from public within the purview of section 58A, of the Companies Act, 1956, during the year under review. Particulars of Employees There are no employees whose particulars are required to be shown in terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. Directors Responsibility Statement Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, your Directors state that:- 1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to; material departures, if any. 2) 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. As at the end of the financial year and loss for the year under review. 3) 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 the preventing and detecting fraud and other irregularities. 4) The Directors have prepared the accounts for the financial year ended 31 March 2009 on a going concern basis. Listing Fees of Equity Shares The Equity Shares of your Company are listed on the Stock Exchange, Mumbai (BSE) and Madhya Pradesh Stock Exchange Limited. The Listing fee for the year 2008-09 has already been paid. Conservation of energy technology absorption, foreign exchange earnings and outgo In the absence of any manufacturingactivity in the company during the year under review, no reportable information pursuant can be prepared and presented in terms of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988. The technology used hi production is fully indigenous. The company has not incurred any expenditure on R&D during the year. There is also no inflow and outflow of Foreign Exchange during the year under review. Corporate Governance Your Companys philosophy on corporate Governance is attainment of the highest level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others. As operate section on Corporate Governance from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the listing Agreement with the Stock Exchanges, form the part of this Annual Report. Acknowledgements The Board wishes to place on the record its sincere appreciation of the effort put in by your companys senior management team , executives and consultants at all levels, with your wishes and trust we endeavors to delivers long term shareholder value. Your Directors would likes to thank all investors, customers, financial institutions, vendors banks, government authorities, the registrars, share transfer agents, business/alliance and technology partners for the support. Your Directors thanks the government of India and support during the year, and look forward to their continued support in the future. FOR AND ON BEHALF OF THE BOARD KHIMJIBHAI PATADIA Chairman & Managing Director Place: INDORE Date : 3rd September, 2009 REGISTERED OFFICE 16, Manish puri, Saket Nagar, Indore-452001(M.P) ANNEXURE TO THE DIRECTORS REPORT Information in accordance with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2009. I. CONSERVATION OF ENERGY The Company has not carried out any manufacturing activities during the year under review except during the last week of the current financial year. The Company proposed to take measures and applied strict control systems to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible for its proposed Project. The Company has further put all efforts and thrust for tapping non-conventional energy sources. ENERGY CONSUMPTION A. Power and Fuel Consumption Year Ended Year Ended 31-03-2009 31-03-2008 1. Electricity (Units ) Purchases (Rs.in Lacs) Nil Nil Total Amount (Rs.) Unit Rate 2. L.D.O./F.O, (K.Ltrs ) Quantity (Rs.in Lacs) Nil Total Cost (Rs.) Average rate/Litre 3. Others/Internal generation (Units ) Quantity (Rs.in Lacs) Nil Nil Total Cost (Rs.) Rate/Units 4. Gas Purchase (Units) Purchases (Rs.in Lacs) Nil Nil Total Amount (Rs.) Average rate/Litre B. Consumption per Unit of (Units/Kg.) Nil Electricity (Units/Kg.) Nil L.D.O. II. A) RESEARCH AND DEVELOPMENT (R&D): 1. Specific areas in which R&D carried out by the Company. The Company had commenced its project at the end of financial year. No R & D activities have been taken up by the Company during the year under review. However it is proposed to carry out Research and Development in several areas with in-house facilities available to reduce its input cost in a phased manner. 2. Benefits derived as a result of the above R&D. Not applicable 3. Future Plan of action To reduce cost and improve quality, R & D efforts will be continued in the areas mentioned above. B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: 1. The Company has not acquired any technology for its proposed plant and the process proposed to be applied is standard and generally accepted in the Industry. 2. Proper facilities will also be set up for quality assurance and checking of various parameters at regular interval. 3. Benefits derived as a result of the above efforts: The Company is expected to control its deviation in the product quality, cost control, product development, import substitution etc. This will also help to achieve better yields and quality of the end product and the cost reduction. 4. Purchase of technology imported during the last 5 year:NIL III. FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. In lacs) Year ended Year ended 31st Mach 2009 31st Mach 2008 Foreign Exchange Earnings Nil Nil Foreign Exchange Outgo Nil Nil FOR AND ON BEHALF OF THE BOARD KHIMJIBHAI PATADIA Chairman & Managing Director Place: INDORE Date : 3rd September, 2009 MANAGEMENT DISCUSSION AND ANALYSIS Statements in this Report, particularly those which relate to the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied. (A) Industry structure and developments In view of the fact that the company has already sold its material and major plant and machineries, there can not be any manufacturing activity of formaldehyde and hexamine in the company. Considering the fact that some of the machineries are under the attachment of the sales tax department of the state, the management of the company is not belong to any specific industry. (B) Opportunities and Threats, Risks and concerns As is known that the company has already sold out die formaldehyde plant except a few of the machineries which are under the attachment of the sales tax department of the state, the management of the company is not in a position to explore any other business possibilities. Therefore, till the clearance of this attachment mater which is presently sub- judice and about which the management is very much hopeful of getting an order in favour of the company, the process of realization out of the sale proceeds of the remaining assets of the company is not possible and till then neither new funding is possible nor any other business activity is possible, hence though it is just a matter of time that the company once again comes into hard core business activity, till men there is no business opportunity for the company and therefore, no outlook can be projected for the company. (C) Segment-wise or product-wise performance In view of the aforesaid, the present business in the company dose not belongs to any product or segment, hence, no comments are offered here. (D) Risk & concents As explained hereinabove, at present there is no business risk in the company, however, it is also to be noted that due to various factors, which have already been discussed by your management in its previous reports and which have always been beyond the control of the management of the company The company neither has any productive assets nor it has any financial strength to carve out any definite future course of action of the company including pursuing of other objects in the company. Sales tax Department had raised amount of Rs. 1,70,0007- which has been challenged by the company and a write petition have been filed before Honble Indore High court. Allahabad Bank has filed a suit before the DRT Jabalpur for a sum of Rs. 88 lacs plus interest. However company has filed its written statement and has danied its liability. (E) Internal controls and their adequacy In view of the aforesaid, neither there is any need for existence of any internal control system and procedure in the company nor any comments be offered by the management here. (F) Financial performance vis~ avis operational performance As discussed here- in-above, in due to continuity of various beyond the management contror factors having adverse impact on the operations of the company. There have been no operations in the company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS KHIMJI PATADIA Chairman & Managing Director Place: Indore Dated: 3rd September, 2009