tirupati fibres industries ltd Directors report

TIRUPATI FIBRES AND INDUSTRIES LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT Your Directors have pleasure in presenting their 31st Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011. FINANCIAL RESULTS: The working results of your Company during the year under review are as under: (Rs. in Lacs) 2010-11 2009-10 Operating Profit 77.26 65.34 Less: Financial Expenses 2.18 1.42 Operating Profit during the year 75.08 63.92 Prior period adjustment 7.52 - Profit before Depreciation 67.56 63.92 Less: Depreciation for the year 13.20 9.92 Profit after Depreciation 54.36 54.00 Brought forward Loss 1873.43 1927.43 Balance carried over 1819.07 1873.43 Due to Losses sustained your Directors are not in a position to recommend any dividend for the year ended 31st March, 2011. During the year the Company earned Profit of Rs. 54.36 lacs (previous year Profit of Rs 54.00 lacs) after providing for financial expenses of Rs. 2.18 lacs (previous year Rs. 1.42 lacs), depreciation of Rs. 13.20 lacs (previous year Rs. 9.92 lacs) and Prior period adjustment Rs. 7.52 Lacs (Previous year NIL) during the period. FUTURE PROSPECTUS: The Company was not doing well since last many years. Due to poor financial position and reference by the BIFR to windup the Company, it was not possible to arrange working capital funds by the Company. It was therefore decided by the Board to give the mill on lease to M/s. Marudhar Yarns Private Limited, Abu Road for period of one year starting from 1st April 2010 to 31st March 2011. However the Lease Contract is discontinued w.e.f. 21/01/2011. Your directors have full confidence towards good progress in the coming years. CORPORATE GOVERNANCE: Your Company is committed to general corporate governance with objective of enhancing the long term value for share holders and at the same time protecting the interest of other stake holders and adopting a methodology which enhance effectiveness, better utilization of resources and harmonious relations between different interest groups. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on the Corporate Governance and Auditors Certificate regarding compliance of conditions of Corporate Governance has been made part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Director hereby state:- (1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to manufacturing. (2) That the Director had selected accounting policies and applied them consistently and made judgment 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 of the company for that period. (3) That the Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities. REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.: Report on conservation of energy, Technology absorption, foreign exchange earning and outgo in the manner prescribed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is NIL. DIRECTORS: To appoint a Director in place of Shri Haresh S. Jain who retires by rotation under Article 104 of the Article of association of the company and being eligible, offers himself for re-appointment. AUDITORS: The Companys Auditors, M/s. Sanjay N. Shah & Co., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have given their eligibility certificate in terms of Section 224 (IB) of the Companies Act, 1956. Your Directors further recommend the re-appointment of M/s Sanjay N. Shah & Co. Chartered Accountants, as Statutory Auditors for the Financial Year 2011-12. SECRETARIAL COMPLIANCE CERTIFICATE: M/s. Satyajit Mishra & Co, Companies Secretary, Mumbai have been appointed as Practicing Company Secretary for issue of Compliance Certificate for the year 2010-11. The Compliance Certificate from M/s. Satyajit Mishra & Co. in terms of proviso (2) to Section 383 A(I) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 read with the Companies (Compliance Certificate) Rules, 2001 is attached herewith. PERSONNEL: The relations between the Management and the Employees remained cordial. The same has been possible by ensuring healthy atmosphere and good human relations. The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, being not applicable to the Company, are NIL. ACKNOWLEDGMENT: Your Directors wish to place on record their deep sense of appreciation for the co-operation extended by the employees at all levels. Your Directors also wish to record their thanks to financial institutions i.e. IDBI, and State and Central Government for their timely help and assistance. For and on behalf of the Board PLACE: ABU ROAD Piyush R. Vora Date : 1st September, 2011 Director SECRETARIAL COMPLIANCE CERTIFICATE: U/S 383A of The Companies Act, 1956 & Rule 3 of the Companies (Compliance Certificate) Rules, 2001. CIN: L24302RJ1980PLC002030 Authorized Capital: Rs.1500 Lacs To, The Members TIRUPATI FIBRES & INDUSTRIES LIMITED. Abu Road I have examined the registers, records, books and papers of Tirupati Fibers & Industries Limited (The Company) 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 31st March, 2011. In my opinion and to best of my information and according to the examinations carried out by me and explanations furnished to me 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 A to this certificate, as per the provisions and 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, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under. 3. The Company, being a public limited company, comments is not required. 4. The Board of Directors duly met 6 times on 06/05/2010, 01/09/2010, 01/12/2010, 05/01/2011, 16/02/2011 and 31/03/2011 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. The Company was not required to close its register of members or Debenture holders during the financial year. 6. The annual general meeting for the financial year ended on 31st March, 2010 was held on 30th September 2010 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No extra ordinary meeting was held during the financial year ended 31st March, 2011. 8. The Company has not advanced any loan to its directors and/or persons or firms or companies referred to under section 295 of the Act. 9. The Company has duly complied with the provisions of section 297 of the Companies Act 1956. 10. The Company has made all the necessary entries required to be made in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any approvals from the Board of directors, members or central Government. 12. The Company has not issued any duplicate share certificates during the financial year. 13. The Company has:- I. Delivered all the certificate lodged/ submitted for transfer/ transmission or any other purpose in accordance with the provisions, of the Act. II. Not deposited any amount in a separate Bank Accounts as no dividend was declared during the financial year; III. Not required to post warrants to any member of the company as no dividend was declared during the financial year. IV. Not required to transfer the amounts in unpaid dividend 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; and V. Duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the company is duly constituted and no appointments of the Directors, additional directors, alternate directors and directors to fill casual vacancies have been made. 15. The Company has not appointed any Managing Director/Whole-time Director/Manager during the financial year. 16. The Company has not appointed any sole selling agents during the financial year. 17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year ended 31st March, 2011. 18. 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. 19. The Company has not issued any share/debenture/other securities during the financial year and complied with the provisions of the Act. 20. The Company has not bought back any shares during the financial year. 21. There was no redemption of preference shares or debentures during the financial year as the company has not issued any preference shares or debentures. 22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, right shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of section 58A during the financial year. 24. The Company has not made any borrowings during the financial year ended 31st March, 2011 and hence has violated section 293 (1)(d). 25. The Company has not made any loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the Section 372A of the Companies Act, 1956 and has made necessary entries in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the companys registered office from the state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the objects of the company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to the share capital of the company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to the name of the company during the year under scrutiny. 30. The Company has not altered its Article of Association during the Financial Year. 31. There were no prosecutions initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the company during the financial year, for offenses under the Act. 32. The Company has not received any money as security from its employees during the financial year. 33. The Company has not deposited any contribution towards provident fund with prescribed authorities pursuant to section 418 of the Act, FOR Satyajit Mishra & Co. Company Secretaries Satyajit Mishra Place: Mumbai Proprietor Date : 1 September, 2011 CP No.: 4997 Annexure - A Company No.: 17-002030 Registers as maintained by the Company: 1. Register of Members with Index Us. 15 0 & 151 2. Share Transfer Register with Index U/s. 108 3. Register of Directors U/s. 303 4. Register of Directors Shareholding U/s. 307 5. Register of Contracts U/s. 301 6. Register of Investments U/s 3 72A 7. Register of Loans U/s 372A 8. Register of Charge U/s. 143 9. Minutes of Board Meeting U/s. 193 10. Minutes of the AGM/EOGM Meeting U/s. 193 Annexure - B Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended on 31st March, 2011. S. No. Form Filed under Period Date of Filing No./Return Section 1. P55553721 Form-66 383A Year 2010 22.10.2010 2. P55564652 Form-23AC/ACA 220 Year 2010 22.10.2010 3. P55567085 20B 159 Year 2010 22.10.2010 4. A98113038 Form 23 192 Year 2010 13.11.2010 FOR Satyajit Mishra & Co. Company Secretaries Satyajit Mishra Place: Mumbal Proprietor Date : 1 September, 2011 CP No.: 4997