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Shiva Paper Mills Ltd.

BSE: 502550 Sector: Industrials
NSE: N.A. ISIN Code: INE186D01013
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Shiva Paper Mills Ltd. (SHIVAPAPERMILL) - Director Report

Company director report

SHIVA PAPER MILLS LIMITED ANNUAL REPORT 2001-2002 DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting the 23rd Annual Report of the Company and Audited Statement of Accounts for the 18 months period ended 30th September, 2002 together with the Auditors' Report thereon. OPERATIONS The Tissue Project continued to be a drag on the operations of the Company. Due to continued cash losses, the working capital position of the Company become critical causing lower running of Plant resulting into lower production, turnover and higher cash losses. The Company's efforts to get the loans restructured could not meet with the success. The Management is trying to arrange additional funds for working capital so that production can be increased and operations are made profitable. The Board of Directors had decided to extend the financial year by six months so as to close on 30th September, 2002. Accordingly statement of accounts had been prepared for the period of 18 months i.e. from 1st April, 2001 to 30th September, 2002. DIVIDEND Due to losses, your Directors do not propose any dividend on Equity Shares for the Period from 1st April, 2001 to 30th September, 2002. PUBLIC DEPOSITS The total amount of Fixed Deposits including Cumulative Deposits as on 30/09/2002 stood at Rs.4,319,347/-. Deposits amounting to Rs.742,835/- relating to 6 accounts had matured for payment but remained unclaimed as on 30-09-2002. Reminders were sent to the depositors. BOARD OF DIRECTORS Shri J. S. Matharu and B. L. Manchanda, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Shri Amit Jain-Director (Operations) of the Company resigned from the Board of Directors with effect from 06.12.2002. The Board places on record their appreciation for the valuable service provided by him during his tenure of Directorship. Shri Narayan Jalan was appointed as a Director of the Company in the casual vacancy caused by the resignation of Shri Amit Jain, by the Board of Directors of the Company in their meeting held on 6th December, 2002. Shri Narayan Jalan is Bachelor of Commerce. He is a businessman having long and wide experience in paper trading and photo processing business. He is representing many paper mills in Ranchi, Jharkhand etc. Shri D. Kumar, Director resigned from the Board of Directors w.e.f. 6.12.2002. The Board places on record their appreciation for the support, guidance and contribution made by him, to the company during his tenure of Directorship. DIRECTORS' RESPONSIBILITY The Directors confirm that in the preparation of the Annual Accounts for the period ended on 30th September, 2002: a) the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any. b) the selected accounting policies were applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit/ (loss) of the Company for that period. c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 had been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts were prepared on a going concern basis. REFERENCE TO B.I.F.R. As per Audited Accounts of the Company for the year ended 30.09.2002, the net worth of the Company has been fully eroded due to accumulated losses and the Company has become Sick Industrial Company under the provisions of the Sick Industrial (Special Provisions) Act, 1985 and a reference is being made to Board for Industrial and Financial Reconstruction (B.I.FR.) for determining the measures which should be adopted with respect to the Company to make the net worth positive. AUDITORS M/s. B. K. Shroff & Co., Chartered Accountants, the Auditors retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their reappointment, if made, will be in accordance with sub-section (1-B) of Section 224 of the Companies Act, 1956. AUDITORS' REPORT Regarding observation made in Audit Report on Note No. 11, 17 & 21, the Directors wish to state that clarification /explanation given in detail in the respective notes are sufficient and does not require any further comments. AUDIT COMMITTEE During the period under review Company has reconstituted Audit Committee due to the resignation of Shri D. Kumar. The Audit SubCommittee now consists the following directors: 1. Shri M.K. Aggarwal (Chairman Audit Committee) 2. Shri J.S. Matharu 3. Shri A.L. Motwani (IFCI Nominee) 4. Shri J.K. Agarwal PERSONNEL Industrial relations remained cordial throughout the period. There is no employee covered under sub-section 2A of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and hence no statement showing the names of such employees is annexed to the Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Requisite information in the prescribed forms are given in Annexure "A", Form A and Form-B. ACKNOWLEDGEMENTS Your Directors place on record their thanks to the Financial Institutions and Bankers for their continued support extended from time to time to your Company. Your Directors also wish to thank various Central and State Government Departments for assistance extended by them from time to time. They also wish to thank shareholders for trust and confidence reposed as well as the Dealers / Customers for their valued patronage. For and on behalf of Board of Directors Place :New Delhi (P.N. KAPUR) Dated : 06.12.2002 Chairman INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT The Shares of the Company are listed on the following Stock Exchanges A) The U.P. Stock Exchange Association Ltd. Padam Towers, 14/113, Civil Lines, Kanpur-208001. B) Delhi Stock Exchange Association Ltd. DSE House, 3/1, Asaf Ali Road, New Delhi - 110002. C) The Stock Exchange, MUMBAI Phiroze Jeejeebhoy Towers, Dalal Street, Mumabi - 400001. ANNEXURE - A ANNEXURE TO DIRECTORS' REPORT INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES. 1988 AND FORMING PART OF THE DIRECTORS' REPORT FORM - B DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT (R&D) The Company concentrated on improving Productivity. Production planning, Quality Control methods & developing more varieties of paper. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION 1. Efforts, in brief, made towards absorption and innovation NONE 2. Benefits derived as a result of the above efforts NONE 3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) NONE following information may be furnished: (a) Technology imported (b) Year of import (c) Has technology been fully absorbed NONE (d) It not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action. FOREIGN EXCHANGE EARNINGS AND OUTGO The required details are given in Note No. 16 (e) in Schedule 21 to the Accounts (Notes on Accounts)