Your Directors are pleased to present the Twenty Eighth Report together
with the Audited Statement of Accounts for the year ended 31 st March 2015.
1. FINANCIAL RESULTS:
| || ||(Rs. In Lacs) |
| ||Year Ended ||Year Ended |
| ||(31-03-2015) ||(31-03-2014) |
|Income ||6351.17 ||5688.05 |
|Profit before Interest ||270.96 ||267.28 |
|Depreciation & Tax || || |
|Less: Depreciation ||( 22.33) ||(94.98) |
|Profit / (Loss) before Tax ||248.63 ||172.30 |
|Extra Ordinary Items ||3387.37 || |
|Profit ||3636.00 ||172.30 |
|Add: Loss carried From previous year ||(40852.57) ||(41024.87) |
|Total Loss carried to ||(37205.06) ||(40852.57) |
|Balance Sheet || || |
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31 st March 2015 was Rs. 75 croresdivided into 75000000 Equity Shares of Rs. 10/- each. The issued& subscribedcapital as on same date was Rs. 53 11 74250 divided into 5 31 17425 equity shares ofRs 10/- each. Calls in arrears
were Rs. 56.17 lacs. Paid up capital as on 31 st March 2015 remained Rs.5255.57 lacs.During the year under review the authorized issued subscribed and paid up capital of thecompany remained unchanged.
Your Directors place on record their deep sense of concern that due to huge carryforward losses your Directors are unable to declare any dividend to its shareholders and/ or to make any appropriation for the same.
The Engineering Division at Mathura is partially in operation and executing the workswith own raw materials as well as on job work basis for Power Plant Cement Plant SugarPlants and for other industrial units. Part of manufactured jobs were meant for export.During the year we have added few machines in the workshop. Regular maintenance was beingcarried out from time to time of all the plant and machinery to ensure the smoothoperation. The management is planning to add some more machinery so that some valueaddition orders can be executed which will increase the profitability of the company. Thecompany has booked the orders for the next financial year about to Rs.40.00 crores.
With regards to TPE Plant of the company which remained closed since 1999 and eventhough sufficient care has been taken to maintain the plant but due to passage of timeheavy corrosion has happened and as the TPE plant is hazardous in nature company hasdecided to appoint an independent agency like EIL to conduct health check up of the TPEplant. Upon receipt of the health check up report company will decide future course ofaction either to refurbish the plant or to dismantle the same.
Members are aware that the company is sick Industrial undertaking and itsrehabilitation scheme is pending before BIFR. The OTS proposal of -
Rs. 82 crores has been accepted by all the secured lenders except Central Bank ofIndia. Therefore in compliance to the OTS offer company has paid Rs. 70.97 crores (being100% principal OTS amount) + interest of Rs. 12.12 crores (being 100% amount) on accountof delayed payments to 27 consenting lenders out of 28 lenders which are approx 87% invalue as on 31st March 2015. However discussion with non - consenting lender i.e.Central Bank of India is in progress. Further as directed by Hon'ble BIFR vide its orderdated 27th January 2015 company has filed its updated DraftRevival-Cum-Reverse-Merger-Scheme (DRS) before the Hon'ble BIFR and IDBI (O.A.) for speedyrehabilitation of the company. Further directed IDBI (O.A.) to proceed with preparationof a fully tide up DRS and submit the same to the bench for further examination andcirculation. Therefore in pursuance to the above said order IDBI (O.A.) has called forthe Joint Meeting of the lenders on 08.05.2015 for finalization of the rehabilitationscheme (DRS) as directed by Hon'ble BIFR. The official of the company have attended themeeting and have discussed the DRS. However the main application of revival is stillpending before Hon'ble BIFR. Meanwhile Hon'ble Delhi High Court vide its order dated 29thApril 2015 allowed our Writ Petition and set aside AAIFR order dated 14th May 2013 andremanded back the matter to Hon'ble BIFR for further proceedings.
Company is managed by well qualified experienced professionals guided by the Board ofDirectors.
6.1.1 Pursuant to provisions of Section 149 of the Companies Act 2013 It is proposedto appoint Mr. S. P. Banerjee and Mr. S.K.Gupta as independent Directors to hold officefor a term of 5 (Five) consecutive years from the conclusion of this Annual GeneralMeeting not liable to retire by rotation.
6.1.2 Pursuant to provisions under section 152 of the Companies Act 2013 it isproposed to appoint Mr. K. S. Nalwaya as Non Executive Director liable to retire byrotation.
6.1.3 Mrs Sherly Filomena Da costa Gonsalves Wagh Who was appointed as an additionalDirector on 13-05-2015 shall vacate the office of Director on the ensuing Annual GeneralMeeting. It is proposed to appoint her as Non Executive Director liable to retire byrotation.
None of the Directors of the company are disqualified for being appointed as Directorsas specified under section 164 of the Companies Act 2013.
Your Directors recommend the re-appointment of the above Directors.
7. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act 2013 yourDirectors wish to place on record
I) That in preparing the Annual Accounts all applicable accounting standards has beenfollowed.
ii) That the accounting policies adopted are consistently followed and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of stateof affairs of the Company at the end of the Financial Year and of the Profit and LossAccount of the Company for the Financial Year under review.
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.
v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
8. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with instances of fraud and mis managementif any.
9. EXTRACT OF ANNUAL RETURN
As required under section 92 (3) of the Companies Act 2013 the extract of Annual Returnin form MGT-9 is annexed.
10. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate Governance both in letterand spirit. Your company is complying with the conditions as prescribed under clause 49 ofthe Listing Agreement. Code of Conduct as applicable to the directors Key and the seniormanagement personnel has also been put in place. Your company continues to maintain aninternal control system headed by an Internal Audit Team and which the Audit Committeecontinuously reviews.
A separate Report on Corporate Governance is attached as a part of the DirectorsReport.
11. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and officers for theircordial relations and valuable services which continued to be rendered by them to theCompany.
12.TECHNOLOGIES RESEARCH & DEVELOPMENT ETC.
As the TPE plant at Nagothane has been closed for more than a decade thereforedetails about power fuel expenses etc. in respect of the plant have not been given. TheCompany continues to economies in every sphere including that of power and fuel byavoiding all wasteful expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has been fullyabsorbed.
The details about foreign exchange earnings and outgo are given in the Notes toAccounts
13.DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities DepositoryLimited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholdershave an option to dematerialize their
shares with either of the Depository. As on 31 March 2015 total 42.03% of the equityshare of the company has been dematerialized.
14.LISTING OF SHARES AT BSE
Shares of the Company are listed on Bombay Stock Exchange and are being traded there.
M/s. N. S. Bhatt & Co. Chartered Accountants Statutory Auditors of the Companywill retire at the forthcoming Annual General Meeting of the Company and being eligibleoffer themselves for re-appointment.
The comments by the Auditors in their Report are self-explanatory and in the opinionof the Board do not require any further clarifications.
M/s. K.S.Bhatnagar and Associates Cost and Management Accountants New Delhi had beenappointed as Cost Auditors of the Company for the financial year 2014-15 they will submittheir report to Dept. of Company Affairs in prescribed time
Ruchita S. Suryavansi Whole Time Practicing Company Secretary Mumbai had beenappointed as Secretarial Auditors for the Financial Year 2014-15. Their report is annexedherewith.
Your Directors gratefully acknowledge the continuing faith and support extended by theCentral Government State Government Banks Financial Institutions ShareholdersCreditors Staff workers and Others who have supported the Company and hope to receivetheir continued support.
| ||For and on behalf of the Board of |
| ||Directors |
| ||M. V. CHATURVEDI |
|Place: Mumbai ||Chairman |
|Dated:13th May 2015 ||(Din:0863310) |