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Belapur Industries Ltd.

BSE: 507050 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE490D01019
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Belapur Industries Ltd. (BELAPURINDS) - Director Report

Company director report

DIRECTOR

To

The Members

Belapur Industries Ltd.

The Board of Directors present their Fifty-Eighth Annual Report together with theAudited Accounts for the year ended on 31st March 2014.

2. FINANCIAL RESULTS : 2013-2014 2012-2013
Rupees Rupees
Sales /Service Charges - -
Other Income 15850885 26010542
15850885 26010542
Total Expenditure 15366580 20292081
Financial Expenses 131233 132009
Deffered Exp. on Sand Pits - -
Gross (Loss)/Profit before Depreciation 353072 5586452
Depreciation 1143689 1304792
Income Tax Paid (On Refund) - -
Debit Balance Written - -
Net (Loss) /Profit after Depreciation (790617) 4281660
(790617) 4281660
(Loss) brought from Previous Year (37016199) (41297859)
(Loss) Carried Forward (37806816) (37016199)

3. DIVIDEND:

The Directors regret their inability to recommend Dividend for the year due to losscarried forward by the Company.

4. Grapes: The Board of Directors were satisfied with the grapes plantation and wereexpecting a Good result during the financial year ended 31st March 2014. But regret tostate that due to Poor Monsoon of the plantation was damaged. Thus there was no otheralternative than to go for some other agricultural Products in order to cover thedamages.

5. DIFFERENTIAL LEVY SUGAR PRICES:

The Members may be aware that the Company had already received from the Ministry ofFinance Differential amount in the year 1996-97 towards differential Levy Sugar Price forthe seasons 1974- 75 to 1979-80 as per revised price notification issued by Government asper the Order of the Supreme Court dated 22nd September 1993.

While fixing the revised prices the Government ignored the element of additional caneprice payable by the Sugar producers under Clause 5Aof the Cane (Control) Order 1966. TheIndustry therefore filed a Civil Application in the Supreme Court for an appropriatedirection to the Union Government to amend the rectifications of refixation of levy pricestaking into account the liability of the sugar producers under Clause 5A of the Sugar Cane(Control) Order 1966. The Supreme Court by its judgement dated 28th January 1997vindicated the stand and directed the Union Government to issue and directed to issue anadditional revised prices for the seasons 1974-75 to 1979-80 as per Order dated 31st July1998. However the claims for difference in prices is yet to be settled by the Government.The Company is vigorously following up the matter to get the differential amount includingdifferential amount including differential amount in respect of supplies for Army Purchaseand Exports.

6. DIRECTORS:

As per the requirements of the Companies Act 1956 and the Articles of Associations ofthe Company Shri. B. B. PATIL is due to retire at the ensuing Annual GeneralMeeting and being eligible offers himself for re appointment.

EXTRACT OF DIRECTOR'S REPORT

In accordance with the provisions Section 149 of the Companies Act 2013 every listedCompany is required to appoint at least 1/3 of its Board of Directors as IndependentDirectors.

The Company has received requisite notice in compliance with the provisions of Section160 of the Companies Act 2013 proposing Mr. Kiran Kantilal Patel Mr. Sadanand BapuMandlik & Mr. Malik Mansurali Keshwani as Independent Directors of the Company aswell as declarations from Mr. Kiran Kantilal Patel Mr. Sadanand Bapu Mandlik & Mr.Malik Mansurali Keshwani that they meet with the criteria of independence as provided inSection 149(6) of the Companies Act 2013.

Hence in accordance with the provisions of Sections 149150152 and other applicableprovisions if any of the Companies Act 2013 read with Schedule IV to the Companies Act2013 (including any statutory modification(s) or re-enactment thereof for the time beingin force) the Board recommends appointment of Mr. Kiran Kantilal Patel Mr. Sadanand BapuMandlik & Mr. Malik Mansurali Keshwani as Independent Directors of the Company forthe consecutive term of five years w.e.f. 01.10.2014.

7. DEPOSITS:

The Company has not accepted any deposits from the public during the year under Report.

8. PARTICULARS OF EMPLOYEES:

Particulars of Employees as required under Section 217(2A) of the Companies(Particulars of Employees) Rules 1975 are not given since none of the employees has drawnremuneration in excess of the amount prescribed thereunder.

9. AUDITORS' REPORT:

Observations made in the Auditors' Report are self explanatory; do not call for anyfurther comments under Section 217(3) of the Companies Act 1956.

10. AUDITORS

M/s. N. S. Naik & Company - Chartered Accountants Shrirampur Auditors of theCompany retire at the Annual General Meeting and being eligible offer themselves forre-appointment. The Company has received a letter confirming their eligibility andwillingness to be re-appointed as Auditors of the Company. The Members are requested toappoint Auditors for the Current Year and fix their remuneration.

11. POLLUTION ENVIRONMENT AND SAFETY:

Adequate anti pollution measures for the protection of environment and industrialsafety have been taken at our Harigaon Factory. Such measures are being reviewed from timeto time to ensure full compliance with statutory requirements.

12. REGISTRAR OF TRANSFER AGENTS:

The Securities & Exchange Board of India (SEBI) has made for all listed Companiesto have a common agency for physical and electronic share registry work by 31st March2003. Accordingly the Company has appointed Purva Sharegistry (I) Pvt. Ltd. (R &TA)with effect from 01.04.2003 to handle physical and electronic registry work.

13. DIRECTORS' RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA) OF THECOMPANIES ACT 1956:

In compliance of Section 217 (2AA) of the Companies Act 1956 as amended by theCompanies (Amendment) Act Directors of your Company confirm: that the applicableaccounting standards have been followed in the preparation of final accounts and thatthere are no material departures; that such accounting policies have been selected andapplied consistently and such judgements and estimates made are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312014 and of the loss of the Company for the year ended on that date; that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 1956 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; that theannual account have been prepared on a going concern basis.

14. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per provisions of Companies Act 1956comprising of Shri. Avinash Adik Shri B.B. Patil and Shri R.T. More Directors of theCompany.

15. COMPLIANCE CERTIFICATE:

As required to Section 383 A of the Companies Act 1956 the Compliance Certificate forthe year ended 31st March 2014 from the Practising Company Secretary has been attached tothe Directors report.

16. ACKNOWLEDGEMENT:

We record our appreciation for the co-operation received from our employees and theGovernment of Maharashtra during the year. The Board of Directors also express itsgratitude to all the shareholders of the Company for having shown big deal of patience andgiving support to the present Management in taking steps for revival of the Company.

By order of the Board of Directors

G.W. Adik

Shrirampur

29th May 2014

Chairman & Managing Director

COMPLIANCE CERTIFICATE

(Under sub-section (1) of Section 383A of the Companies Act 1956)

The Members

Belapur Industries Limited

P.O. Harigaon-413718

Tal- Shrirampur

Dist-Ahmednagar.

I have examined the registers records books and papers of BELAPUR INDUSTRIESLIMITED as required to be maintained under the Companies Act 1956 (the Act) and therules made thereunder and also the provisions contained in the Memorandum and Articles ofAssociation of the Company for the financial year ended on 31st March 2013 (FinancialYear). In my opinion and to the best of my information and according to the examinationscarried out by me and explanations furnished to me by the Company its Officers andAgents I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers/records stated in Annexure"A" to this Certificate as per applicable provisions of the Act and Rules madethereunder and all entries therein have been duly recorded.

2. The Company has duly filed the form and returns as stated in Annexure "B"to this Certificate with the Registrar of Companies Regional Director CentralGovernment Company Law Board or other authorities within the time prescribed under theAct and the Rules made thereunder.

3. The Company is a Public Limited Company and has maintained minimum prescribed paidup capital.

4. The Board met 5 times on 18th April 2013 20th July 2013 29th May 2013 19th Oct2013 2nd Jan 2014. 2013 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

5. The Company had closed its Register of Members from 25th September 2013 to 28thSeptember 2013 both days inclusive and the necessary Compliance u/s 154 of the Act.

6. The Annual General Meeting for the financial year ended on 31st March 2013 was heldon 28th September 2013 after giving due notice to the Members of the Companyand the resolutions passed there at were duly recorded in the Minutes Book maintained forthe purpose.

7. No Extra Ordinary General Meeting was held during the financial year.

8. The Company has not advanced any loans either to its Directors or Persons or Firmsor Companies referred in Section 295 of the Act.

9. According to the Register of Contract the Company has not entered into anycontracts falling within the purview of Section 297 of the Act.

10. The Company has made necessary entries in the Register maintained under Section 301of the Act.

11. As there were no instances falling within the purview of Section 314 of the Actthe question of obtaining approvals from the Board of Directors Members or CentralGovernment as the case may be does not arise.

12. The Company has not issued any duplicate Certificates during the financial year.

13. The Company has:

(i) delivered all the certificates on thereof for Transfer/Transmission or any otherpurpose in accordance with the Provision of the Act.

(ii) has not deposited any amount in a separate Bank Account as no equity dividend wasdeclared during the financial year.

(iii) was not required to post warrants to any of its Members as no equity dividend wasdeclared during the financial year.

(iv) The Provisions of the Act relating to transfer of amount remaining in un-paiddividend account application money due to refund matured deposits matured debentures andthe interest accrued thereon which have remained un-claimed or un- paid for a period ofseven years to Investor Education and Protection Fund are not applicable.

(v) The Company has duly complied with requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointmentof additional Directors ^ alternate Directors and Directors to fill casual vacancyduring the financial year.

15. The Company has not appointed any sole-selling agent.

16. The Company was not required to obtain any approvals of Central Government CompanyLaw Board Regional Director Registrar and/or such other authorities prescribed under thevarious provisions of the Act during the financial year.

17. The Directors have disclosed their interest in other Firms/Companies to the Boardof Directors pursuant to the provisions of the Act and the Rules made thereunder.

18. The Company has not issued any shares debentures or other securities during theyear.

19. The Company has not bought back equity shares during the financial year.

20. There was no redemption of preference shares or debentures during the financialyear.

21. There was no transaction necessitating the Company to keep in abeyance right todividend right shares and shares and bonus shares pending registration of transfer ofshares.

22. The Company has not invited/accepted any deposits including any unsecured loanfalling within the purview of Section 58A of the Act during the financial year.

23. The Company has not borrowed amount during the financial year.

24. The Company has not made any loan or advances or given guarantees to other bodiescorporate during the financial year.

25. The Company has nor altered the provisions of the memorandum with respect tosolution of the Company's registered office from one state to another during the financialyear.

26. The Company has not altered the provisions of the Memorandum with respect to theobjects of the Company during the financial year.

27. The Company has not altered the Provisions of the Memorandum with respect to thename of the Company during the financial year.

28. The Company has not altered the provisions of the Memorandum with respect to theshare capital of the Company during the financial year.

29. The Company has not altered its Articles of Association during the financial year.

30. There was no prosecution initiated against or show cause notices received by theCompany and no fines or penalties or any other punishment was imposed on the Companyduring the financial year for any offence under the Act.

31. The Company has not received any money by way of Security from its employees duringthe financial year.

32. Deposits both Employee's and Employer's Contribution to Provident Fund withprescribed authorities pursuant to Section 418 of the Act were not made as the same wasnot applicable.

P. V. RAMASWAMY Practicing

Company Secretary

F.C.S. NO.: 1708

Place : Mumbai

Date : 29th May 2014

C.P No 2087

ANNEXURE"A"

Annexure to the Compliance Certificate of Belapur Industries Limited Registers/ recordsas maintained by the Company

Particulars

1. Register of investments under Section 49 for shares or securities not held inCompany's name.

2. Register of Members and Index under Section 150 and 151.

3. Register of transfer of shares.

4. Copies of Annual Return under Section 159.

5. Books of Account under Section 209.

6. Register of particulars of contracts in which Directors are interested under Section301.

7. Register of Directors Managing Director Manager and Company Secretary underSection 303.

8. Register of Directors' shareholdings under Section 307.

9. Register of investments loans and guarantee or security provided under Section372A.

10. Records pertaining to Directors Attendance attending their Meeting.

11. Records pertaining to Members Attendance attending their Meeting.

12. Minutes Books for Minutes of Meetings of the Board of Directors and Members.

13. Register of Proxies.

14. Register of Fixed Assets.

15. Register of Dividend.

16. Records of resolutions of which certified copies are issued.

17. Records of Form 24 AA.

ANNEXURE"B"

Annexure to the Compliance Certificate of Belapur Industries Limited

Forms and Returns filed by the Company during the financial year ended 31st March2014.

*With Registrar of Companies

Forms Purpose
1. Annual Report U/s 220 of the Companies Act 1956
2. Annual Returns U/s 159 of the Companies Act 1956
3. Compliance Certificate Under Sub-Section (1) of Sec. 383A of
Form No. 66 Companies Act 1956.
4. Form No. 23 U/s 269 read with section 198 309 & 310 of the Companies Act. 1956

* With Regional Director:

Not Applicable

* With Central Government and Regional Authorities:

Not Applicable

P.V. RAMASWAMY

Practicing Company Secretary

F.C.S.NO. : 1708

C.P. NO. 2087

Place : Mumbai

Date : 29th May 2014.

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