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MSL Industries Ltd.

BSE: 513242 Sector: Industrials
NSE: MSLIND ISIN Code: INE626C01010
BSE 05:30 | 01 Jan MSL Industries Ltd
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MSL Industries Ltd. (MSLIND) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting the 44th Annual Report on the operation ofthe Company together with the Audited Accounts for year ending 31st March 2016.

1 THE FINANCIAL RESULTS.

(Rs IN LACS)

Year ending Year ending
31s* March 2016 31st March 2015
Revenue from Operation (Gross) 0 0
Less: Excise Duty 0 0
Revenue from Operation (Net) 0 0
Gross Profit/ (Loss) before Depreciation Finance Cost Tax and other exceptional items (79.05) (90.52)
Finance Cost (Credit) 22.19 9.63
Depreciation ( 0.44) ( 0.20)
Net profit (Loss) before exceptional items -
Exceptional Items (Net) (Credit) 1.56 (128.63)
Profit (+)/Loss (-) before Tax (55.74) (209.72)
Provision for Tax 0 0
Net Loss in Profit and Loss A/c for the year (55.74) (209.72)

Note:

Figures of the previous year have been regrouped wherever necessary.

2 EXTRACT OF ANNUAL RETURN

Extract of the Annual Return is enclosed herewith - Annexure A

3. NUMBER OF MEETING OF THE BOARD OF DIRECTORS HELD DURING THE YEAR 2015-16

Four Board Meetings was held during the Financial Year 2015-16 i.e. on 19thMay 2015*ls1 August

2015. 18h November 2015 and 22nd March 2016. .

4. DIRECTORS RESPONSIBILITY STATEMENT - PURSUANT TO SECTION 134 (3) (C)

Your Directors confirm that: .

i) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper' explanation relating to" material departures; '

ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofloss of the Company for that period;

iii) The Directors had taken proper and sufficient care as far as practicable underthe prevailing circumstances for maintenance of adequate accounting records in accordancewith the provisions of the Act for save guarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

iv) As reported in Para 10 here-in-below all moveable & immovable assets of theUnits at Patna and at Ghaziabad were taken over and sold by ARC1L on behalf of the SecuredCreditors namely ICICI Bank Ltd. State Bank of India and Industrial Development Bank ofIndia. There is no operation at the Units at Patna since 01s1 April 2001 and atUnit Hind Polymers since 20th March 2009. There is no operation of the Company.As such the Company is not a going concern. .

v) The Company has no purchase no sale no Assets & having negative net worth nonormal operation & Directors had no occasion during the year to frame any internalfinancial control to be followed by the Company. However as felt by the Directors on thebasis of existing accounting system there is no scope of having any Gross Financialirregularity and the same are adequate and are operating . effectively. .

vi) Under the existing state of affairs of the Company where there is no operationcompliance of laws are of routine nature and the Directors have devised proper systems toinsure compliance with the provision of all applicable laws.

5 STATEMENT OF DECLARATION GIVEN BY THE DIRECTORS UNDER SUB-SECTION (7)

OF SECTION 149

All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (7) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

6 CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors at their meeting held on 23rd December 2014 renamedthe existing "Remuneration Committee" as "Nomination and RemunerationCommittee" consisting of same members as it was namely Sri A. K. Chatterjee asChairman of the committee Shri A. K. Kundu and Shri A. K. Choudhury as members of thecommittee. Since the Company is not going concern as reported earlier and there is nochange in the Managerial Structure of the Company due to present state of affairs thescope for formulation of policy for further appointment of Director i.e. theirqualification experience etc. are pending for ascertainment. After the demise of Sri A.K. Chatteijee. Sri A. K. Choudhury was elected as Chairman of the aforesaid committee bythe Board of Directors onl 8th November 2015.

AUDITORS’ COMMENTS

7. Clarification on the observation of the Secretarial Auditor and the StatutoryAuditor are stated herein below'.

OBSERVATION MADE BY THE SECRETARIAL AUDITORS. ‘

1. Non-Appointment of CFO u/s 203 & Internal Auditors u/s 139 of the Co’s Act2013.

Clarification

Reasons of non-appointment of CFO u/s 203 and Internal Auditors u/s 139 of theCo’s Act 2013 are explained by the Secretarial Auditors as also in the DirectorsReport on Financial Statements of the Company for the year ending 31st March2014. *

2. Not having any Website

Due to the reasons as stated by the Secretarial Auditors in Para 1 as there is nomatter which can be published in the Website the Website has not been installed.

3. Non-compliance of SEBI Regulation regarding submission and Publication of quarterlyFinancial Results and limited reviews as also non-submission of quarterly SharesReconciliation Certificate

Half Yearly Certification under Clause 47C and Quarterly Shareholding PatternsFormulation of code of conduct other Board Policies Payment of fees to the StockExchanges etc.

Clarification

The reasons for the above non-compliance are self explanatory as also reported in theDirector Report.

4. Not having e-voting facilities

Reasons for not having any voting rights'through Electronics Means have been explainedin the Directors Report on the Annual Financial Statements of the Company for the yearending 31S1 March 2014 and 31st March 2015.

5. The Company has not held 4 Nos. of Audit Committee Meeting as required under theListing Agreement.

Clarification •

The Audit Committee Meeting is held in compliance with the Provision of Co’s Act2013 where there is no direction about the minimum No. of Audit Committee Meeting as it isfor conducting Board Meeting.

Directors are pleased to inform that SEBI by Circular No. CIR/CFB/POL1CY CELL/7/2014dated 15th September 2014 (as per annexure) has circulated the following:

"Compliance with the provisions of Clause 49 of the Listing Agreement shall not bemandatory for the time being in respect of the following class of Companies:

a) Companies having paid up equity capital not exceeding 10 Crore and net worth notexceeding 25 Crore. Your Company is having negative net worth and Paid up Share Capital isnot exceeding 10 Crore. As such various requirements of Clause 49 of the Listing Agreementare not applicable to your Company and further it may not be applicable in future".

8) PARTICULARS OF LOANS GUARANTEES OR IN VESTMENTS UNDER SECTION 186

As reported by the Statutory Auditor the Company has not given any Loans or providedany Guarantee to the Company or acquire by way of subscription purchase or otherwise anysecurities of any other Body Corporate during the year.

9) PARTICULARS OF CONTRACT/ARRANGEMENT WITH RELATED PARTIES AS REFERRED IN SECTION 188(1) ^

The Company has not made any contract/arrangement with any related parties exfcept thatof the agreement with the Managing Director for his re-appointment which were approved bythe Shareholders and except for holding an office as In-charge of Patna Unit by a-Director both are disclosed under Schedule 14 annexed with the Financial Statement as at31st March 2016.

10) CURRENT STATE OF AFFAIRS OF THE COMPANY .

Your Directors are to reiterate their statements regarding the State of Affairs of theCompany as reported on the accounts of the Company for the year ending 31stMarch 2015 i.e.

(a) the Company’s reference to BIFR under SICA was abated by Hon’ble Bench ofthe BIFR on the request of the Secured Creditors who had assigned their rights on theAssets of the Company in favour of ARCIL etc. under SARFAESI Act 2002. The said ARCILafter taking over possessions of all the Assets of all Units of the Company sold all takenover Assets and distributed the sales proceeds amongst the Secured Creditors. Further by aletter No. BG4/PSR/FY12/5503 dated 8th September 2011 the said ARCIL informedthat out of Sales Proceeds of the charged Assets of the Company the amount paid by themto ICICI Bank Ltd State Bank of India and 1DB1 sub as under:

Name of the Secured Creditor (Amount Rs in Lac)
ICICI Bank Ltd. . 885.92
State Bank of India 307.85
IDBI ’ 477.56
Total 1671.33

Further by a letter No. BG/IV/PSR/FY12/3911 dated 14h July 2011 the saidARGIL informed the Company that in view of the above settlement the amount paid by theCompany'as above to ARC1L only in full in terms of the settlement entered between ARCILand the Company and that the said ARCIL had confirmed that the ARCIL have no dues towardsthe Financial Assistance granted by ICICI Bank and SBI to the Company. On receipt of said"No Due" certificate on behalf of ICICI Bank Ltd and SBI the amount of securedloans along with the interest payable there on from SBI & ICICI Bank were written backto Profit & Loss Account.

Although a sum of Rs 477.56 Lac was paid by ARCIL to IDBI one of the Secured Creditorsin final settlement of their dues as intimated by ARCIL the Company is yet to receive"No Due Certificate" from IDBI. As a result the loan from IDBI and interestpayable thereon are not adjusted to Profit & Loss Account. Directors further like tostate that the Company's properties at both units both movable and __ immovable werecharged in favour of ICICI Bank Ltd State Bank of India and Industrial Development Bankof India (IDBI) on pari passu basis. The Company is yet to receive "No Due"Certificate from IDBI. As a result filing of "Satisfaction of Charges" with ROCcould not be done and the loans are shown as Secured Loans. Presently all charged Assetssold by ARCIL and distributed the sale proceeds to the Secured Creditors were adjustedthrough Profit & Loss Appropriation Account till the end of 31s' March2012.

Your Directors have worked diligently to settle the dues of the Financial Institutionvarious pending issues including pending litigations. The Company has substantial duesfrom various large customers \viz. M/s Hindustan Cable Ltd. M/s Harayana Telecom Ltd.etc. which involves legal action/follow up action on a regular basis. However adjustmentout of the said outstanding in the accounts of the Company are still kept pending due to athorough review of the legal status of the concern^ Companies from various sources.Presently main litigant against the Company is TISCO Ltd whose claims are under disputeand still pending with the Hon’ble Arbitrator appointed by the Hon'ble High CourtCalcutta. After sudden demise of the appointed Arbitrator at the end of the argument fromboth side this matter is pending to be decided by adjudicating authority. Action foradjustment of the dues if any will be taken up after final outcome of the legal dispute.However sufficient provisions are made in the Account.

Your Director further submits that most of the Creditors’ dues except Govt duesif any and the outstanding recoverable by the Company have become time-barred. Still therecovery processes from the parties are continuing.

Your Directors further like to state that at present a skeleton staff is working in theCompany just for compliance of the statutory requirements. .

11 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONAL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR.

a) Managing Director

Shri Satish Kumar Modi (S.K.Modi) after being recommended by Nomination andRemuneration Committee was re-appointed as Managing Director of the Company with effectfrom 1st December 2015 by the Board Directors at their meeting held on 21stAugust 2015 for a period of three years at remuneration of Rs 12 Lac per annum (allinclusive). His re-appointment was also approved by the shareholders at their AnnualGeneral Meeting held on 31s' December 2015 since he has crossed the age of 70years. Din No. of Shri S. K. Modi is 00184788. The date of his original appointment asDirector is 07-05-1971.

b) INDEPENDENT DIRECTOR

The Shareholders at their Annual General Meeting held on 24"' November 2014 haveratified appointment of the following Directors as Independent Directors for consecutivefive years and shall not retire by rotation in compliance with the provision of section149 150 (2) and 152 of the Companies Act 2013. These Directors have met the criteria ofIndependence as per provision in subsection (6) of section 149 of the Companies Act 2013.

Name DIN No. Date of original appointment
Sri Ashoke Kumar Chatterjee 00266151 3rd August 1988 Since expired on 4th August 2015.
Sri Ajoy Kumar Kundu 02111833 14th March 2008
Sri Achyut Kumar Choudhury 05303816 28th June 2012

c) Sri Rabindra Nath Dutta FCA & FCS is continuing as a Company Secretary sinceOctober 1994.

d) In compliance with the provision of 149 read with the Rule 3 of the relevant Ruleunder the Companies Act 2013 your Director has appointed Smt. Apama Das as women Directorwith effect from 19lh May 2015 as Non-Executive Director as stated hereinbelow.

12 AMOUNT IF ANY WHICH IS PROPOSED TO CARRY TO ANY RESERVE - Nil ‘

13. DIVIDEND

In view of the aforesaid circumstances question of payment of Dividend does not arise.

14. FRAUD .

No Fraud in the Company has been reported by the Auditor under sub-sec. 12 of Section143 of the Companies Act 2013 either to the Board or to the Audit Committee for the year2015-16. ' .

15 MATERIAL FINANCIAL CHANGES

No material financial changes and commitments affecting the financial position of theCompany have occurred between the end of the Financial Year of the Company and the date ofthis report. There was no operation of the Company as all Units of the Company were closedsince long time.

16. CONSERVATRION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.

As stated earlier the operation of all units of the Company were discontinued &disposed/closed. As such there is no scope to comply with this provision of the Act inthis regard.

17 RISK MANAGEMENT POLICY

As there is no operation of the Company there is no risk as such the Directors did notfeel to have any Risk Management Policy.

18. ANNUAL EV ALUATION OF THE DIRECTORS

. As the Directors are continuing in the office for long time and as the Company is nothaving any operation for long time as reported earlier the Directors did not feel toformulate any policy for formal annual evaluation of each of the Director’sperformance or for the performance of the Audit Committee or for its own performance.

19 CORPORATE SOCIAL RESPONSIBILITY POLICY

In terms of Section 135 of the Companies Act 2013 since none of the condition asmentioned in the Section is applicable to this Company the Directors did not constituteany committee to comply with the requirement of the Act and Rules framed there under.

20 AUDITOR

The present Auditor M/s. Taparia & Co. Chartered Accountants was acting as theStatutory Auditor of the Company since long time. In terms of 3rd Provision of Sub section2 of Section 139 of the Companies Act 2013 the terms of the present auditor will ceasefrom the of next Annual General Meeting of the shareholders of the Company. The Companyhas received a letter dated 2nd June 2016 from M/s Taparia & Co. informingthat accordingly their service will cease from the date of next Annual General Meeting tobe held herein after and informing that they have no objection for appointment of newAuditor of the Company for five years. Accordingly the Audit Committee of the ' Companyafter discussion at their meeting held on 11th June 2016 have selected M/s. S.Mohata & Co. Chartered Accountant Kolkata as the next auditor of the Company forfive consecutive years in terms of . Section 139 (2) the said Act and recommended to theBoard Directors for their appointment at a remuneration as may be mutually agreed upon.The said new auditor M/s S. Mohata & Co. by their letter dated 2nd June2016 confirmed about their eligibility for being appointed as Statutory Auditor in term ofSection 141 of the said Act also by their letter dated 7th June 2016 submittedtheir certificate required under Rule 4 of the Companies (Audit and Auditors) Rule 2014and submitted their gonsent to act as Statutory Auditor of the Company for five years bytheir said letter. The Board of directors of the Company subject to approval of theshareholders of the Company at their meeting on 28th June 2016 has approvedthe appointment of M/s. S. Mohata & Co. as Statutory Auditor of the Company for fiveyears at a remuneration to be mutually agreed upon. Yours Directors recommend for yourapproval of the said appointment at a remuneration to be agreed upon between the newauditor and Shri S. K. Modi the Managing Director of the Company.

21. SECRETARIAL AUDIT REPORT

According to the provision of section 204 of the Companies Act 2013 the SecretarialAudit Report submitted by the Company Secretary in Practice is enclosed herewith (AnnexureB)

22. STATUTORY DISCLOSURES

None of the Directors of your Company has been reported to be disqualified as perprovision of section 164 (1) & (2) of the Companies Act 2013. The Directors of theCompany have made necessary disclosures as required under the provision of the Act andClause 49 of the listing Agreement.

23. CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges report onCorporate Governance along with certificate from the Practicing Company Secretary areattached hereto and form part of this report (Annexure 4) attach chorialia & co

24 DEPOSITS

The Company had/has not accepted any deposits from the public.

25 LIST OF THE STOCK EXCHANGES

The Company’s shares were listed on Magadh Stock Exchange at PatnaStock'Exchanges at Mumbai and Kolkata. The Company has already paid the Annual ListingFees to them upto the year 2006-2007 to Stock Exchange Mumbai and Calcutta Stock Exchangeand up to 2005-06 to Magadh Stock Exchange. Due to closure of the Patna Unit resultingdelay in publication of Quarterly result of the Company the Stock Exchange Mumbaiunilaterally suspended the trading of Shares in the Company with effect from 27lhJanuary 2004. The Company did not receive any demand from any of the Stock Exchanges.

26 CASH FLOW STATEMENT

The Cash Flow' Statement for the period ending 31s' March 2016 are attachedherewith.

27 DISCLOSURE UNDER THE ‘SEXUAL HARASSMENT OF WOMEN AT WORK PLACE’(PREVENTION POROHIBITION & REDRESSAL) ACT 2013.

Your Directors are pleased to inform you that in compliance with the said Act anInternal Complaints committee were set up by the Company comprising of Two Directors ofthe Company namely Mr. A. K. Choudhury and Smt. Apama Das. How'ever as there is/was nowomen worker either permanent or temporary or as tranee working in the Company thequestion of harassment if any does/did not arise. '

28. FOREIGN EXCHANGE EARNING AND OUTGO.

There is no operation of the Company and no foreign exchange earning and outgo in theCompany during the year.

29. SUBSIDIARY AND ASSOCIATED COMPANIES

Your Company did not/has not any subsidiary or associate Company.

30. PERSONNEL

The Company does not have any employee whose particulars are required to be furnishedunder section 197 (12) of the Companies Act 2013 read with Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule i.e. (Rupees Sixty Lac or moreper year).

31. PENLATIES/PUNISHMENT/COMPOUNDING OFFENCE

There are no strictures penalties imposed on the Companies/Directors of the Company bythe Stock . Exchanges or SEBI or any statutory authorities on any matter related to theCapital Market during the last three years.

32 ACKNOWLEDGEMENT

Your Directors place on record their gratitude and appreciation to the InvestorsFinancial Institutions Banks Securities and Exchange Board of India Stock ExchangeState and Central Government and other Government Agencies for the recognition given andthe trust reposed by them in the Company.

Kolkata By Order of the Board
Dated: 22nd August 2016. Sd/-
( S. K. MODI )
Managing Director
Regd. Office:
Crmila Bhawan Mahalla Kurji (Balupar)
Sadakt Ashram Patna - 800 010
Phone: 033-22425953/54
E-mail: mslskmw bsni.in
C1N: L27105BR1971PLC000891