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Bhiwani Vanaspati Ltd.

BSE: 519148 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Bhiwani Vanaspati Ltd. (BHIWANIVANASP) - Director Report

Company director report

BHIWANI VANASPATI LIMITED ANNUAL REPORT 2009-2010 DIRECTOR'S REPORT TO THE MEMBERS Your Directors present the 39th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010. FINANCIAL RESULTS (Rs in Lacs) Year Ended Year Ended 31.03.2010 31.03.2009 Total Sales (Including Other Income) 8.12 8.24 Profit/(Loss) before interest and Depreciation 1.41 1.16 Less: Interest - 0.33 Depreciation 0.04 0.01 Operating Profit/(Loss) for the year 1.37 0.82 Net Profit/(Loss) after Tax 1.37 0.74 YEAR UNDER REVIEW Sales Including Other Total Income of your Company during the year under review amounted to Rs. 8.12 lacs as against Rs. 8.24 lacs during the previous year. The working of your Company was adversely affected for the Eighteenth year in succession. Your Company had a net profit after tax of Rs 1.37 Lacs during the year under review. After adjusting the current years profit your Company has carried forward accumulated tosses of Rs. 1,78,46,097/- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In accordance with the requirements 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 a statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto and form part of this Report. DiRECTORS Sri M.K Pandita, Director of the Company retires from office and being eligible, offers himself for reappointment. LISTING The Securities of your Company are Listed at Kolkata and Delhi Stock Exchange and the Listing fees in respect of all the exchanges have been paid up to date. AUDITORS REPORT The observations of the Auditors are suitably explained in various notes of the accounts. SECRETARIAL COMPLIANCE REPORT As required under Section 383A of the Companies Act, 1956, Secretarial Compliance Report for the financial year 2009-2010 is enclosed as part of Directors' Report. PARTICULARS OF EMPLOYEES During the year there were no employees in respect of whom information as per Sec.217(2A) of the Companies Act, 1956 is required to be given in the Director's Report. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions' of Section 217(2AA) of the Companies Act, 1956, your Directors state. i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given. ii) That your Directors have selected such accounting policies and applied them consistently and made adjustments 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 or loss of the Company for that period. iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and defecting fraud and other irregularities. iv) That your Directors have prepared the annual accounts on a going concern basis. AUDITORS M/s Bharat D Sarawgee & Co., Chartered Accountants was appoionted as Statutory Auditors of the Company for the financial year 2009-2010 to fill casual vacancy caused by the resignation of M/s Baid & Kothari, Chartered Accountants at the ' Extra ordinary General Meeting as held on 30th October, 2009. M/s. Bharat D Sarawgee & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. ACKNOWLEDGEMENTS The Directors gratefully acknowledge the support given by all the employees, shareholders and bankers and they look forward for their continued support. On behalf of the Board of Directors M.K PASRIJA DIRECTOR Place: Kolkata Dated: The 27th May, 2010 INFORMATION AS REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF DIRECTORS REPORT FOR THE YEAR ENDED 31.03.2010. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO Current Previous Year Year (A) POWER & FUEL CONSUMPTION 1. ELECTRICITY (a) Purchased Units (in thousand) NIL NIL Total amount (Rs./Lacs) NIL NIL Rate/Unit (Rs.) NIL NIL (b) Own Generation Through Diesel Generation Units (in thousand) NIL NIL Unit per litre of Diesel Oil) NIL NIL Cost/unit (Rs.) NIL NIL 2. COAL Quantity (M.T.) NIL NIL Total Cost (Rs./Lacs) NIL NIL Average Rate (Rs.) NIL NIL 3. FURNACE OIL NIL NIL 4. OTHER/INTERNATIONAL GENERATION NIL NIL (B) CONSUMPTION PER UNIT OR PRODUCTION Electricity (Units) NIL NIL Furnace Oil (Units) NIL NIL Coal (K.g.) NIL NIL TECHNOLOGY ABSORPTION During the year under review, Company's plant was closed and consequently the Company has not made use of arty technology for its product. It's R&D activities were also inoperative. FOREIGN EXCHANGE EARNINGS AND OUTGO There was no foreign exchange earnings and Outgo during the year under review. SECRETARIAL COMPLIANCE CERTIFICATE To The Members Authorized Capital Rs. 150 Lacs M/s. Bhiwani Vanaspati Limited Paid UP Capital Rs. 145.69 Lacs 20 Sir R.N. Mukherjee Road GIN No. L15143WB1970PLC124721 Kolkata-700 001 We have examined the registers, records, books and papers of M/s. Bhiwani Vanaspati 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 on 31st March, 2010 (financial year). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, we 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 of the Act and rules made there under and all entires therein have been duly recorded. 2. The company has duly filed the forms and returns as stated in Annexure 'B' to his 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, has the minimum:prescribed paid up capital. 4. The Board of Directors duly met 4 times respectively on 28:05.2009, 31.7.2009, 31.10.2009 and 30.01.2010 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the particular resolutions passed in the Minutes Book maintained for the purpose. 5. The company has closed its Register of Members from 15.09.2009 to 22.09.2009 during the financial year and duly complied the provisions of the Act. 6. The Annual General Meeting for the financial year ended on 31st March 2009 was held on 22nd September, 2009 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. One Extra Ordinary Meeting(s) was/were held during the financial year after giving due notice to the members of the Company and the resolutions passed there at were duly recorded in the Minutes Book maintained for the purpose. 8. As per the information given to me the company has not advanced any loans to its directors or persons or firms or companies referred to under Section 295 of the Act. 9. The company has not entered into contracts falling within the purview of Section 297 of the Act. 10. The company has made necessary entries 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 of Central Government, as the case may be. 12. The company has not issued any duplicate certificates during the financial year. 13. The company has- i) Delivered all Certificates on allotment/transfer/transmission of securities, if any, during the financial year. ii) Not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. iii) Not posted warrants to any member of the company as no dividend was declared during the financial year. iv) Informed to us that there is no amount pending for transfer to the Investor Education and Protection Fund. v) Duly complied with the requirements of section 217 of the Act 14. The Board of Directors of the company is duly constituted and the appointment/resignation of additional directors, alternate directors and directors to fill casual vacancy have been duly made during the financial year. 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 of Companies and/or such authorities prescribed under the various provisions of the Act. 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 shares during the financial year. 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. 22. There were no 'transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. As per the information and explanations given to me the company has not invited/accepted any deposits including any unsecured loan falling within the purview of section 58A during the financial year. 24. The company has duly complied the borrowings, if any, made during the financial year ended 31st March, 2010. 25. The company has made loans and investments, or given guarantees or provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose during the financial year. 26. The company has not altered the provisions of the memorandum with respect to situation of the company's registered office from ope 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 name of the company during the year under scrutiny. 29. The company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny. 31. There was/were no presecution initiated against or show cause notices received by the company, during the financial year, for offences under the Act. 32. The company has not received any money as security from its employees during the financial year. 33. The provisions in regard to the Provident Fund are not applicable to the Company during the financial year as per the information given to us. For MR & Associates Company Secretaries Partner Mohan Ram Goenka C.P. No.: 2551 Place: Kolkata Date : The 27th May, 2010 ANNEXURE - 'A' Registers as maintained by the Company 1. Register of member u/s. 150 2. Index of member u/s. 151 3. Register of transfer 4. Register & Return u/s. 163 5. Books of Accounts u/s. 210 6. Register of directors, managing Director & Secretary u/s. 303 7. Register of Directors shareholding u/s. 307 8. Register of Directors Attendance 9. Minute Book of Directors & Members u/s.193 10. Register of Contracts u/s. 301 11. Register of Loans & Investments u/s. 372A ANNEXURE - 'B' Forms and Returns as filed by the Company with Registrar of Companies Regional Director, Central Government or other authorities during the financial year ended 31st March, 2010: Form No/Return Filed u/s. For Filed on A1 B1 (i) Form No.20B 161 For 31.03.2009 held AGM Yes No on 22.09.2009 filed on 11.11.2009 (ii) Form No.23AC/ 220 For 31.03.2009 held AGM 23ACA on 22.09.2009 filed on 7.10.2009 Yes No (iii) Form No.66 383A For 31.03.2009 held AGM Yes No on 22.09.2009 filed on 7.10.2009 A1 = Filed in Due Date B1 = Additional Filling Fees Paid

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