Sarang Chemicals Ltd Directors Report

SARANG CHEMICALS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT Your Directors take pleasure in presenting herewith Twenty-second Annual Report and Audited Accounts for the year ended on 31st March, 2011. FINANCIAL RESULTS: (Rs.) Year ended Year ended 31.03.2011 31.03.2010 Profit/(Loss) before Interest and Taxation (15,62,928) 6,04,367 Less:- Financial Charges 3,864 2,52,853 Net Profit/(Loss) before Taxation (15,66,792) 3,51,514 Provision for Taxation 1,16,000 - Profit/(Loss) For the year (15,66,792) 2,35,514 Balance brought forward from previous year (1,98,67,121) (2,01,02,635) Balance carried to Balance Sheet (2,14,33,913) (1,98,67,121) Review of Performance During the year company has not carried out any business activities. Company has incurred loss of Rs. 15.63 Lacs during the year. However in the current year company is planning to diversify its business activities and to venture into business of trading of various mineral products, gold, silver, diamond etc. and business of mining activities. Dividend The Directors, regret their inability to recommend any dividend for the year, due to losses of current and earlier years. Fixed Deposits During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975. Subsidiary Companies There are no any subsidiary Companies. Stock Options As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year. Personnel The relations between employees and the management during the year have been cordial. The Directors wish to thank all the employees for their continued support and co-operation during the year under review. Listing Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange (ASE) And Vadodara Stock Exchange (VSE). Directors Responsibility Statement In Compliance of Section 217(2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm: 1. That the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures. 2. That such accounting polices have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2011. 3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and 4. That the annual accounts have been prepared on going concern basis. Directors At the forthcoming Annual General Meeting, Mr. Lalit K. Rathod will retire by rotation pursuant to Article 145 of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment. Also Mr. Kamlesh M. Siddhapura was appointed as an additional director by the Board of Directors of the company w.e.f. 26th April 2011 accordingly he hold office only upto the ensuing annual general meeting of the company. The company has received the notice from the shareholder of the company proposing his candidature for the post of Director and as such Board recommends his appointment as director of the company. Mr. Deenkar B. Shrimali and Mr. Suresh V. Mavani resigned as Directors of the Company with effect from 26th April, 20th which the Company has accepted. The management has taken note of the same and is thankful for the services rendered during his tenure. Issue of Convertible Warrants on Preferential basis Your company is planning to raise funds to the tune of Rs 10 Crores (Rupees Ten Crores only) by offering, issuing and allotting 10,00,00,000 (Ten Crores) warrants convertible into equity of the face value of Rs. 1/- each at a price of Rs. 1/- each with an option to convert warrants into equity share within 18 months of issuance of warrants on preferential basis Convertible Warrants on Preferential basis to promoters and others as mentioned in the resolution attached in the notice of Annual General Meeting. The Object of the issue is to augment long term resources of the Company to implement the expansion plans of the Company as well as working capital requirements of the company. Issue of equity shares on right basis Your company is also planning to raise funds to the tune of Rs. 52.50 Crores (Rupees Fifty Two Crores Fifty Lacs) by way of offering, issuing and allotting equity shares the shareholders of the Company on right basis in ratio of 1:3 i.e. three equity shares for every one share held in the company. The Object of the issue is to augment long term resources of the Company to implement the expansion plans of the Company as well as working capital requirements of the company. Corporate Governance & Management Discussion & Analysis A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report. Audit Committee The companys present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section-292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement. Particulars of the employees Company has no employee who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report. Risk Assessment and Management The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time. There are adequate internal systems, control and Checks in place commensurate with the size of the Company and nature of its business. The management exercises financial control through a well define budget monitoring process and other standard operating procedures. Conservation of energy, Technology absorption and Foreign exchange earnings and out go The Additional information required under Section 217 (1) (e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year. Auditors M/s. Praful N. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re- appointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting. Auditors Reports The observations of the Auditors in their Report and Notes Attached to the Accounts are Self-Explanatory and do not require any Further Clarifications. Acknowledgment Your company & Directors wish to place on record their appreciation of the assistance and cooperation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company. For and on behalf of the Board Lalit K. Rathod Managing Director Place: Ahmedabad Date : April 26, 2011. MANAGEMENT DISCUSSION AND ANALYSIS Financial Performance-Operational Performance During the year company has not carried out any business activities. Company has incurred loss of Rs. 15.63 Lacs during the year. However in the current year company is planning to diversify its business activities and to venture into business of trading of various items and business of mining activities. Risk and Concern There are no risks and concerns other than the fluctuation in the global economy. Material Development in Human Resource The Company will be investing appropriately with focus on customer centricity, human resources will be focused on optimum employment engagement and the talent will be strengthened vis-a-vis the performance. Internal Control Systems The Company has in place adequate internal control systems and procedures covering all the financial and operating functions. These have been designed to provided adequate assurance to the management regarding compliance with the accounting standards by maintenance of appropriate accounting records, monitoring the economy and efficiency of operations, protecting the assets of the Company form losses and ensuring the reliability of financial and operational information though proper compliance with the statutory enactments and its rules and regulations. Some of the significant features of the internal control systems and procedures are as follows: * Appropriate delegation of authority limits with responsibility incurring capital and revenue expenditures. * Approval and monitoring of annual revenue budget for all operating and service functions. * Procedure for approval of capital budget proposals and monitoring the expenditure on such acquisitions. * Formulating and reviewing the annual and long-term business plans. * A comprehensive code of conduct for ensuing the integrity of financial reporting, ethical conduct, regulatory compliances and conflict of interest, if any. * Review of the operations and financial plans in key business areas through monthly management meetings. * Appointment of and independent experienced accountant for conducting internal audit for reporting to the management and the Audit committee, the adequacy and compliance with the internal controls and efficiency and effectiveness of operations. The Audit Committee of the Board of Directors which is reviews the finding of the internal audit, adequacy of internal controls, compliance with the accounting standards, as well as recommends to the Board the adoptions of the quarterly and annual results of the company and appointment of auditors. The Audit Committee also reviews the related party transactions, entered into by the company during each quarter. Environmental Issues As the company is not in the field of manufacture, the matter relating to produce any harmful gases and the liquid effluents are not applicable. Cautionary Statement Statement in this report on Management Discussion and Analysis may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however, differ materially, from those expressed or implied. Important factors that could make a difference to the companys operations include global and domestic conditions. And changes in government regulation and tax structure, economic development within India and the countries with which the company has business contacts and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of forward-looking statements, which may be amended or modified in future on the basis of subsequent developments, information or events. For and on behalf of the Board Lalit K. Rathod Managing Director Place: Ahmedabad Date : April 26, 2011.