SARDA PAPERS LIMITED
Your Directors are presenting the 23th Annual Report on the business & operation ofyour Company together with the Audited Accounts for the year ended 31st March 2014
|1. FINANCIAL RESULTS ||YEAR ENDED 31/03/2014 ||YEAR ENDED 31/03/2013 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Profit/(Loss) before Depreciation ||2.24 ||(4.94) |
|Less: Depreciation ||(1.74) ||(6.32) |
|Net Profit /(Loss) before Tax and extra ordinary items ||0.50 ||(11.26) |
|Less: Extra Ordinary Items ||0.00 ||(44.58) |
|Net Profit / (Loss) before Tax ||0.50 ||(55.84) |
|Less : Provision for Tax ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.00 |
|Net Profit / (Loss) after Tax ||0.50 ||(55.84) |
|Less : Prior period items ||0.00 ||0.00 |
|Balance of Profit/(Loss) ||0.50 ||(55.84) |
|Less/(Add) : Loss Brought Forward ||(736.33) ||(680.49) |
|Balance of Loss carried to Balance Sheet ||(735.83) ||(736.33) |
In view of the accumulated losses your Directors are unable to recommend any dividendon Equity as well as on Preference Shares for the year.
Members are aware that the Company was declared a Sick Industrial Company on 10.06.2009and therefore manufacturing activities were suspended for the time being. Thereafterpursuant to the Order of the Board For Industrial And Financial Reconstruction (BIFR)State Bank of India (OA) Mumbai was appointed as Operating Agency in compliance with thesaid order and Company had submitted a rehabilitation cum revival proposal of the companyby way of reverse merger. Pending approval of the scheme under active consideration of theBIFR the BIFR authorized OA to liquidate redundant old plant and machinery of the Companywhich were sold by OA through public auction to accommodate new plant and machinery as perthe scheme of the reverse merger. However due to in-ordinate delay at BIFR the scheme ofreverse merger could not be implemented and BIFR had discharged the Company from thepurview of BIFR on account of net worth becoming positive due to infusion of theadditional share capital by way of Preference Share.
Now the Company is out of BIFR and therefore your Directors are actively considering torevive the Company and start manufacturing activities and various business plans are underconsideration but finding it difficult to start any business without sufficient capital.
During the year Company has earned a revenue of Rs. 10.46 lacs (Previous year Rs. 12.56Lacs) and earned a profit of Rs. 0.50 lacs (previous year loss Rs. 55.84 lacs).
Pursuant to Section 149 and other applicable provisions of the Companies Act 2013your Directors are seeking re-appointment of Mr. Anandkumar Shyamsunder Podar and Mr.Gaurishankar Radhakishan Damani as an Independent Directors for a term of 1 year. TheCompany has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both underSub-section (6) of Section 149 of the Companies Act 2013 and under clause 49 of theListing Agreement with the Stock Exchange.
Mr. Anandkumar Shyamsunder Podar (DIN: 00435786) was appointed by the Board ofDirectors as an Additional Director (Independent) of the Company with effect from 4hOctober 2013 and holds office upto the date of this Annual General Meeting of the Companyand a notice has been received from a Member proposing the candidature of Mr. AnandkumarShyamsunder Podar for appointment as an Independent Director of the Company.
Mr. Gaurishankar Radhakishan Damani (DIN: 01068916) was appointed by the Board ofDirectors as an Additional Director (Independent) of the Company with effect from 4lhOctober 2013 and holds office upto the date of this Annual General Meeting of the Companyand a notice has been received from a Member proposing the candidature of Mr. GaurishankarRadhakishan Damani for appointment as an Independent Director of the Company.
Mr. Bansilal Ghisulal Sharma Mg. Director retire by rotation at the forthcoming AnnualGeneral Meeting of the company and being eligible offers himself for re-appointment.
The brief resumes and other details relating to the Directors who are proposed to bere-appointed as required to be disclosed under Clause 49 of the Listing Agreement frompart of the Report on Corporate Governance.
During the year Mr. Divya Maneklal Shah resigned from the office of the Directors witheffect from 4/01/2013 due to his pre-occupation with his firm the Board of Directorsrecords their appreciation for valuable services rendered by him during his tenure asDirector of the Company.
The Company has not accepted any deposits from the public during the year.
M/s. Shyam Malpani and Associates (Reg. No. 120438W) Chartered Accountants statutoryauditors of the Company hold office till the conclusion of the forthcoming Annual GeneralMeting and are eligible for reappointment. Pursuant to the provisions of Section 139 ofThe Companies Act 2013 and the Rules framed thereunder it is proposed to re-appoint M/s.Shyam Malpani and Associates as Statutory Auditors of the company from conclusion of.theforthcoming annual General Meeting till the conclusion of next Annual General Meeting.
7. COMMENTS ON AUDITOR'S REPORT
Members are aware that Company was passing through a bad financial position since morethan 5 years and the observations made by the Auditors in their Report are selfexplanatory and therefore your Board of Directors give further explanation/ clarificationas follows;
i. Your Board of Directors are of the view that there will be no impairment losses onthe balance assets since majority of losses on the plant and machinery has already beenrecognized in the accounts.
ii. Considering the suspension of manufacturing activities and no activities has beencarried out by the Company therefore your Directors decided not to provide any furtherdepreciation on the Plant and Machinery and Building till they are put to use.
iii. Considering the future possibilities in the future Directors are of the opinionto continue to recognize the Deferred Tax Assets on carry forward of losses andDepreciation and are confident to avail the benefits hence recognized the same.
iv. Considering very poor financial statement of the Company even company had desiredto appoint a Company Secretary but could not get a right candidate for the jobconsidering suspension of its manufacturing activities. The Board of Directors areconfident of securing a suitable candidate on availability as and when the financialsituation of the company improves.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 withrespect to Director's Responsibility Statement it is hereby confirmed:
i. That in the preparation of annual accounts the applicable mandatory standards exceptAS 22 and AS 28 have been followed along with proper explanations relating to materialdepartures;
ii. That the Directors had selected such accounting policies and applied themconsistently in the Financial Statement and made judgments and estimates that werereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2014 and of the Profit of the company for the year ended on thatdate.
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors had prepared the accounts for the financial year ended 31st March2014 on a going concern basis considering the new business plans which are under activeconsideration.
9. STATEMENT PURSUANT TQLISTING REQUIREMENTS
The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited andCompany had paid the Annual Listing Fees for the financial year 2014-2015.
10. AUDIT COMMITTEE
Under the provisions of the Companies Act 1956 and Listing Agreement with the StockExchange an Audit Committee comprises of Shri B.S.Rathi Shri Anandkumar Podar and ShriGaurishankar Damani all are independent Directors of the Company has been constituted.
11. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board Members and senior managementof the Company. All the Board Members and senior management have affirmed compliance withthe code of conduct. The code of conduct has been posted on website of the company i.e. www.sardapapers.com
12. CORPORATE GOVERNANCE
A separate report on corporate governance form part of the Annual Report of the Companyalong with compliance certificate dated 30h May 2014 from the Practicing CompanySecretary regarding compliance of conditions of Corporate Governance as stipulated underclause 49 of the listing agreements. Further a separate Management Discussion &Analysis Report is also enclosed with this report.
13. DISCLOSURE UNDER SECTION 217(2A)
Particulars of employees within the meaning of Section 217 (2A) of the Companies Act1956 read with the Companies (Particulars of Employees) Rules 1975 as amended have notbeen furnished as there was no employee in the aforesaid category.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
A statement giving details of conservation of energy technology absorption and foreignexchange earning and outgo in terms of the Companies (Disclosure of particulars in theReport of the Board of Directors) Rules 1988 is annexed hereto and form part of thisreport.
Your Directors wish to place on record their appreciation of the continued support andvaluable co-operation received from the Company's Bankers Institutions CustomersSuppliers and Shareholders.
Your Directors also wish to place on record their appreciation of the devoted servicesof the company's employee which have in great way contributed to the Company's progress.
For and on behalf of Board
Date : 12th August 2014
ANNEXURE TO DIRECTORS REPORT
Information as per Section 217(1)(e) read with Companies (disclosure of Particulars inthe Report of Board of Directors) Rules 1988 and forming part of the Directors Report forthe year ended 31st March 2014.
1) CONSERVATION OF ENERGY
a) Energy consumption in total and per unit of production in form "A".
FORM - A
Form for disclosure of particulars with respect to conservation of energy
| ||2013-2014 ||2012-2013 |
|A. Power & Fuel consumption* || || |
|1) Electricity Purchased Units (Lacs) ||0.00 ||0.00 |
|2) Total Cost (Rs./Lacs) ||0.00 ||0.00 |
|Rate/Unit (Rs.) ||0.00 ||0.00 |
|3) Furnace Oil Quantity (K. Litres) ||0.00 ||0.00 |
|4) Total Cost (Rs./Lacs) ||0.00 ||0.00 |
|5) Average Rate (Rs.) ||0.00 ||0.00 |
|B. Consumption per unit of production * || || |
|(Products - Coated Paper) || || |
|Electricity (Unit/MT) ||0.00 ||0.00 |
|Furnace Oil (Litre/MT) ||0.00 ||0.00 |
|2) TECHNOLOGY ABSORBPTION * || || |
|a. Research & Development ||Nil ||Nil |
|b. Absorption of Technology ||Nil ||Nil |
Note : Due to suspension of manufacturing activities the above figures are either nilor not applicable to the Company.
3) FOREIGN EXCHANGE EARNINGS AND OUTGO
| || || |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
| ||2013-2014 ||2012-2013 |
|a) Foreign Exchange Earning ||Nil ||Nil |
|b) Foreign Exchange Outgo || || |
|i) Remittance in foreign currency ||Nil ||Nil |
|(FCNR corporate loan & demand loan principal repaid) || || |
|ii) Expenditure in foreign currency ||Nil ||Nil |
|(Interest in foreign currency paid on the above loan) || || |
| ||For and on behalf of Board |
|Place: Mumbai ||Bansilal Sharma |
|Date : 12th August 2014 ||Managing Director |
| ||DIN 00044548 |