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Roplas India Ltd.

BSE: 509854 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Roplas India Ltd. (ROPLASINDIA) - Director Report

Company director report

ROPLAS (INDIA) LIMITED ANNUAL REPORT 2000-2001 DIRECTORS' REPORT Your Directors present the Thirty Fifth Annual Report together with the audited accounts for the year ended 31st March, 2001. Operations Your Company's net sales declined to Rs.226.75 lacs (previous year - Rs.910.43 lacs). On August 8, 2000 unionised category workers accepted Company's Voluntary Retirement Scheme and manufacturing activity of the Company was suspended thereafter. To part finance the outgo on account of the Voluntary Retirement Scheme the Company has sold its land and building. Current Year Since manufacturing operations of the Company remain suspended there is no sales Income during the current year. Fixed Deposits Company offered to its Fixed Deposit holders to prepay all the outstanding deposits in view of the state of affairs of the Company During the year under review Company has repaid deposits of Rs. 20.95 lacs and there were nine unclaimed deposits outstanding as on 31st March, 2001 amounting to Rs. 80,000/- out of which two deposits amounting to Rs.10,000/- have since been paid. Outstanding Fixed Deposits with the Company as on 31st March, 2001 amounted to Rs. 2.15 lacs (Previous year Rs.23.10 lacs) and these relate to the deposit holders who have failed to avail of the Company's offer of prepayment. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: Since Company has suspended its manufacturing operations these provisions are presently not applicable. Particulars of Employees: None of the employees is covered under the Provisions of section 217(2A) of the Companies Act, 1956. Directors Mr. R.K.Kulkarni and Mr. A.E.Durante resigned as Directors of the Company on 28th March, 2001. Your Directors wish to place on record the valuable contribution made by Mr. R.K.Kulkarni and Mr.A.E.Durante during their tenure as Directors of the Company. Mr. V.K.Garg; Mr. S.J.Marshall and Dr.B.H.Wadia retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- election. Auditors: M/s A.F.Ferguson & Company Chartered Accountants, Mumbai, retire as Auditors of the Company, and have given their consent to re-appointment. The shareholders will be requested to appoint auditors for the current year and to fix their remuneration. Compliance Certificate Compliance Certificate under provision to sub-section (1) of Section 383 A of the Companies Act is enclosed as Annexure "A". Directors Responsibility Statement Directors hereby state that : 1. In preparation of the annual accounts, the applicable accounting standards had been followed, along with a proper explanation relating to material departures. 2. The Directors had selected such accounting policies and applied them consistently and made judgement 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 year. 3. The Directors had 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 the Company and for preventing and detecting fraud and other irregularities. 4. The Directors had prepared the annual accounts considering that Company is no more a going concern. For and on behalf of the Board of Directors Mumbai, B.M. KATARIA 28th June, 2001 CHAIRMAN ANNEXURE 'A' TO THE DIRECTORS' REPORT. COMPLIANCE CERTIFICATE COMPLIANCE CERTIFICATE for the financial year from 01/04/2000 to 31/03/2001 (Rule 3, The Companies (Compliance Certificate) Rules 2001) To, The Members ROPLAS (INDIA) LIMITED We have examined the registers, records, books and papers of Roplas (India) Limited (the Company) as required to be maintained under the Companies Act, 1956. (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2001. 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 the rules made thereunder 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 thereunder. 3. The Company, being a public limited company, has the minimum prescribed paid-up capital. 4. The Board of Directors duly met Seven times respectively on 22-05-2000, 28-07-2000, 17-05-2000, 29-09-2000, 31-10-2000, 29-01-2001, 28-03-2001 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The Company closed its Register of Members from 28-09-2000 to 29-09-2000 and necessary compliance of section 154 of the Act has been made. 6. The annual general meeting for the financial year ended on 30-03-2000 was held on 29-09-2000 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. 8. 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 duly complied with the provisions of section 297 of the Act in respect of contracts specified in that section. 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 or Central Government. 12. The Company has not issued any duplicate certificates during the financial year. 13. The Company has, (i) delivered all the certificates on allotment of securities and on lodgement thereof for transfer/ transmission or any other purpose in accordance with the provisions of the Act. (ii) The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. (iii) The Company has not posted warrants to any member of the Company as no dividend was declared during the financial year. (iv) Duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy 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 thereunder. 19. The Company has not issued any shares, debentures or other securities 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. The Company has complied with the provisions of section 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975 / the applicable directions issued by the Reserve Bank of India/any other authority in respect of deposits accepted by the Company during the year and the Company has filed the return of deposits with the Registrar of Companies and Reserve Bank of India on 29-06-2000. 24. The amount borrowed by the Company from directors, members, public financial institutions, banks and others during the financial year ending 31-3-2001 is within the borrowing limits of the Company and that necessary resolutions as per section 293(1)(d) of the Act have been passed in duly convened annual general meeting. 25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The Company has not altered the provisions of the memorandum with respect to the situation of the Company's registered office from one 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. 30. The Company has not altered its articles of association during the financial year. 31. There was no prosecution 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 Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to section 418 of the Act. Signature : Place: Pune, Name of the Company Date : 25th June, 2001 Secretary : I U THAKUR C.P. NO : 1402 ANNEXURE 'A' TO THE COMPLIANCE CERTIFICATE. REGISTERS AS MAINTAINED BY THE COMPANY 1. Register of members u/s 150(1) 2. Register of Directors u/s 303(1) 3. Register of Directors shareholding u/s 307(1) 4. Register of Contracts u/s 301(1) 5. Register of Investments u/s 372(6) 6. Board meeting minutes u/s 193(1) 7. Annual General Meeting & Extra Ordinary General Meeting minutes u/s 193(1) & u/s 196(1) 8. Copy of every instrument creating charge requiring registration u/s 136 9. Register of Charges u/s 143(1) 10. Copies of Annual Returns Section 159 & 160 11. Books of Accounts Section 209 12. Register of Deposits Companies (Acceptance of Deposits) Rules, 1975. ANNEXURE 'B' TO THE COMPLIANCE CERTIFICATE. FORMS AND RETURNS AS FILED BY THE COMPANY WITH REGISTRAR OF COMPANIES, REGIONAL DIRECTOR, CENTRAL GOVERNMENT OR OTHER AUTHORITIES DURING THE FINANCIAL YEAR ENDED ON 31-03-2001. 1. Form No. 32 filed u/s 303 for Resignation of Company Secretary on 04-04- 2000. 2. Return of Deposits filed u/s 58A read with (Acceptance of Deposit) Rules 1975 on 29-6-2000. 3. Balance Sheet for 1999-2000 filed on 10-10-2000 u/s 220. 4. Form No. 23 filed u/s 192 and u/s 2931(a) and (d) and for sale/ mortgage of undertaking and increase in borrowing powers of the Company. 5. Annual Return as on 29-09-2000 filed on 6-11-2000 u/s 159. 6. Form No. 32 filed u/s 303 for Resignation of Directors on 30-03-2001.