Unimin India Ltd.
|BSE: 530321||Sector: Industrials|
|NSE: UNIMIN||ISIN Code: INE672C01014|
|BSE 00:00 | 03 Mar||Unimin India Ltd|
|NSE 05:30 | 01 Jan||Unimin India Ltd|
|BSE: 530321||Sector: Industrials|
|NSE: UNIMIN||ISIN Code: INE672C01014|
|BSE 00:00 | 03 Mar||Unimin India Ltd|
|NSE 05:30 | 01 Jan||Unimin India Ltd|
Your Directors submit herewith the 34th Annual Report and the Audited Accounts for theFinancial Year ended 31st March 2017.
FINANCIAL HIGHLIGHTS (Rs. in lacs)
In view of the losses suffered by the company for the year under review yourManagement does not recommend any Dividend for the year.
STATE OF AFFAIRS OF THE COMPANY:
During the period under review the turnover/other income of the company was Rs. 4.94Lacs (Previous year Rs. 3.96 Lacs) which pertains to interest on deposit. The board of thecompany is currently looking for an associate to re-start the activities of the company.In this area the board has conducted many meetings with various professionals andindustrialists and is in die process of finalizing the suitable associate.
Consequent to the worst Financial position ever faced by the company the securities ofthe company has been suspended for trading on die basis of penal provisions due tonon-payment of BSE and NSDL & CDSL annual listing fees for the year 2016-2017. As aresult the NSDL and CDSL provided no data/information necessary to prepare the quarterlyreports and returns of BSE and the company could not file its quarterly/half yearlyreports for the quarter ended 31st March 2017.
However the company has managed to pay annual listing fees of NSDL in October 2017 andobtained the necessary information and data for preparation of quarterly results.
The paid up equity share capital as on 31 March 2017 was Rs. 20.93 crores. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares norhas it granted any stock options.
REFERENCE TO BIFR AND IBC:
The company's case was registered with the Board for Industrial & FinancialReconstruction (BIFR) as case no. 44/2006. The BIFR vide order dated 21.02.2007 declaredthe company as a sick industrial company and vide subsequent order dated 05.02.2009appointed state Bank of India as the Operating Agency under section 17(3) of SICA withdirections to formulate a DRS after holding a joint meeting with all concerned agencies.
However with the commencement of Insolvency and Bankruptcy Code 2016 (IBC) the BIFRis no more in existence. In this regard the company Is taking opinion from the senioradvocates regarding the filing of case under the Insolvency and Bankruptcy Code 2016.
The board does not proposed any amount to carry to any specific reserves.
CHANGES IN NATURE OF BUSINESS
There Is no significant changes had been made in the nature of the company during thefinancial year
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THEDATE OF AUDIT REPORT
No Significant material changes and commitments have occurred between the date of thebalance sheet and the date of the audit report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
The Registrar of Companies Goa issued the order dt. 29.09.2017 to extend the period bytwo months for holding of Annual General Meeting of the company. Except to the said orderthere are no significant and material orders passed by Regulators/ Court/Trlbunals againstthe company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure liability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and that all assetsand resources are acquired economically used. SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES AND THEIR PERFORMANCE
During the period under review the Company has neither any subsidiary Company nor isholding Company of any other Company. However the Company is having the associateCompanies as detailed below:
INTERNAL CONTROLS & ADEQUACY
Your Company has adequate system of Internal controls to ensure that all assets areadequately safeguarded transactions are authorized optimum utilization of resourcesreporting of financial transactions and compliance with applicable law and regulations.Your company has not undertaken business operations in the F.Y. 2016-2017
MANAGEMENT DISCUSSION AND ANALYSIS:
In accordance with the listing agreement the Management Discussions and Analysisreport Is annexed hereto and forms part of this report.
Pursuant to SEBI Listing Regulations 2015 a separate chapter titled 'CorporateGovernance' has been included in this Annual Report along with the reports on ManagementDiscussion and Analysis and General Shareholder Information.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2016- 17. A declaration to this effect signed by theChairperson and Managing Director of the Company Is contained in this Annual Report.
The Chairperson and Managing Director have certified to the Board with regard to thefinancial statements and other matters as required under regulation 17 (8) of the SEBIListing Regulations 2015.
Certificate from Auditors of the company regarding compliance of conditions ofcorporate governance is annexed to this Report. SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came Into effect from 1 July 2015. The Company is in compliance with the same.
Your Company has not invited nor accepted any Fixed Deposits under the Companies Act2013 and rules framed thereunder.
DETAILS OF EVERY EMPLOYEE OF THE COMPANY AS REQUIRED PURSUANT TO RULE 5(2) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not given.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act 2013 read withrule 8(3) of the Companies (Accounts) Rules 2014 for the year ended 31st March 2017 areannexed to this report.
BOARD OF DIRECTORS AND KMP
During the year under review there was no change in the directorship of the company.As at the end of the financial year Mrs. J. K. Bakshi Chairperson and Managing DirectorMrs. Sheena Sarup Independent Director Mr. Shiv Kumar Vasesi Independent Director andMr. H. K. Vyas independent director are on the Board of the company.
However post closure of the financial year on 25.07.2017 Mr. H. K. Vyas Director ofthe company resigns from the company and on the same date the company appointed Mrs.Brinda Malhotra and Mrs. Romee Chaudhary as additional director designated asnon-executive director on the Board of the company.
Detailed information on the directors is provided in the annexed Corporate GovernanceReport.
Managerial Remuneration :Details of Managerial Remuneration required to be Disclosed inBoards Report as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules. 2014:-
COMMITTEES OF THE BOARD
The Board has four committees viz; audit committee nomination and remunerationcommittee Stakeholders' Relationship committee and risk management committee.
The details pertaining to composition of above committees are included in the CorporateGovernance Report which forms part of this report.
The Board has framed four policies viz; Policy on Appointment and Remuneration andother aspects of Directors and KMP Risk Management Policy Vigil Mechanism/ WhistleBlower Policy and Related Party Transaction Policy.
The details pertaining to the above policies are included in the Corporate GovernanceReport which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of Companies Act 2013 your Companyis not required to constitute a CSR Committee.
VIGIL MECHANISM / WHISTLE BLOWER
The Company has implemented a Whistle Blower Policy and has established a vigilmechanism for employees and directors to report their genuine concerns. The Policyprovides for a mechanism to report genuine concerns to Whistle Counselor or the WhistleBlower Committee and in exceptional cases Chairman of the Audit Committee of the CompanyThe functioning of the Vigil mechanism is reviewed by the Audit Committee from time totime. None of the Whistle Blowers have been denied access to the Audit Committee of t'heBoard The Whistle Blower Policy complies with the requirements of Vigil mechanism asstipulated under Section 177 of the Companies Act 2013. The details of establishment ofthe Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of theCompany.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and variousCompliance Committees in professional manner and ethics.
The Company already has in place the procedure to inform the Board about the riskassessment and minimization procedures. Your Company has appropriate risk managementsystems in place for identification and assessment of risks measures to mitigate themand mechanisms for their proper and timely monitoring and reporting EXTRACT OF ANNUALRETURN
The details forming part of the Extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure 1 andforms part of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the period under review there is no transaction occurred under the provisionsof Section 186 of the Companies Act 2013 and rules made thereunder.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Company has not entered in any material related party transaction during theyear.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure 3 inForm AOC-2 and the same forms part of this report.
Please refer Note No. 23 to the financial statement which sets out related partydisclosures as prescribed under Accounting standard 18.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has met Six times during this financial yearwhich is in compliance to the provisions of the Companies Act 2013.
M/s. Jayesh Sanghrajka & Co. Chartered Accountants Mumbai statutory Auditors ofthe Company retire at the conclusion of the ensuing Annual General Meeting. As requiredunder the provisions of Section 139 and 141 of the Companies Act 2013 the Company hasreceived a written consent and certificate from M/s. Jayesh Sanghrajka & Co.Chartered Accountants Mumbai proposed to be re-appointed as Auditors for one year i.e.upto conclusion of the 35th Annual General Meeting of the Company to the effect that theirre-appointment if made would be in confirmly with the limits specified in the saidSection and that they are not disqualified to be appointed as Auditors of the Company. TheBoard has recommended to the shareholders re-appointment of the M/s. Jayesh Sanghrajka& Co. Chartered Accountants Mumbai as the Auditors to hold office from the ensuringAnnual General Meeting till the Conclusion of the next
The Board has appointed M/s. Amit Verma and Associates Practising Company Secretariesto conduct the secretarial audit for the financUil year 2016-2017. The Secretarial Auditreport for the financial year ended 31st March 2017 is annexed herewith and marked asAnnexure 2 to this Report. The Secretarial Audit Report contain few qualificationsreservation or adverse remark which are suitable replied by the Board.
Your Directors are of the view that Notes to the Accounts adequately provide thenecessary information and answer the observations of the Auditors in their Report.
The notes of the financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report containsome qualification reservation or adverse remark and the directors comment on theseobservation as under pointwlse:
Statutory Audit Report:
1. Statutory Auditors' Qualified Opinion: Company's networth is fully eroded due toaccumulated losses. Company does not have major business operations or future businessplan. Inspite of the same accounts of the company Is prepared on-Going Concern basisDirectors' Comment: The Rehabilitation Scheme is in under process before BIFR and theBoard of Directors of the company are very hopeful to restart the business activities ofthe company very soon and currently the company Is working on job work basis for an EOU
2. Statutory Auditors' Qualified Opinion: The Company has not made provision foremployee retirement benefits as required under " Employee Benefits. In absence ofactuarial valuation report we are unable to comment upon consequential impact if anvarising thereof on the statement directors' Comment: The company does not have so manyemployees and there is negligible turnover and working on job work basis for the last somany years. As such the valuation and disclosure of employee benefits are not done
3. Statutory Auditors' Qualified Opinion: The Company has taken useful life andresidual value of assets different from useful life and residual value Indicated inSchedule II to the Companies Act 2013 without taking any technical advise. In absence ofsufficient appropriate details we are unable to comment upon consequential impact ifany arising thereof on the statement Directors' Comment: The Company Is in process totake such detail accurately.
4. Statutory Auditors' Qualified Opinion: The Company had written off balance of acreditor amounting to Rs. 24 05 crores in earlier years. To that extent its reserve isoverstated and liability is understated
Directors' Comment: The Deferred payment Credit of Rs. 240461664/- from thesuppliers of the imported Plant & Machinery was written off in the earlier years Thedecision was primarily based on legal communication/advice that the Company has a counterClaim of much larger amount on the said supplier for its various omissions and commissionsincluding contractual defaults resulting ? businf'ses 1 costoverrun to the Company. These Suppliers have made a claim of Rs. 481946626/- towardsprincipal arid Rs. 417993604/- towards interest aggregating to Rs. 899940230/-.
Statutory Auditors' Qualified Opinion: Balances of Trade Receivables Trade Payablesand Loans and Advances are subject to confirmation and consequent adjustments if any onreconciliation thereof.
Directors' Comment: The inventory related to the rejected item and is valued at themarket value. However the Negotiations are in process with the buyers for the same.
6.Statutory Auditors' Qualified Opinion: The company has accepted deposits from thepublic. However the company has failed to comply with the provisions of section 74.
Directors' Comment: The Company is in Process to Repay Such Deposits.
Opinion: The company has granted loans to parties covered under section 185 and has notcomplied with the provisions contained therein.
Directors' Comment: The Company is in Process to Recover Such Loans and Advances
8. Statutory Auditors' Qualified Opinion .Comment: This Matter is under disputetherefore it is not paid yet.
to Opinion: In our opinion and to the best of our information and according to theexplanations given to us the system of ntemal financial controls over financial reportingwith regard to the Company were not made available to US to
f Company Pas established adequate internal financial control over financial reportingand whether such internal financial controls were operating effectively as at March 312017 ^ a
P?r?ctors'Comment: The Company has adequate Internal Financial Control but company doesnot have accurate written plan for hitemal Financial Control. The company is in process toprepare accurate written Plan for Internal Financial Control Secretarial Audit Report:
appointed a Company Secretary as required under the provisions of Section 203 of theCompanies Act 2013 and Regulation 6 of the SEBI (Listing Obligations and DisdosureRequirements) 2015 However the company appointed the Managing diredor of the company asCompliance Officer
Comment: The company is a sick company and the matter for rehabilitation of the companyis in process before BIFR process of unable to appoint a Company Secretary The company isunder the
2. Secretarial Auditors' Qualified Opinion: The company has filed the following formsbelated
a. Audited Finandal Results in Form AOC-4 XBRL for F.Y. 2015-2016
b. Form ADT-1 for appointment of statutory auditors-
c. Form MGT-7 for Annual Return
d. Form MGT-14 for approval of financial results.
Directors' Comment: The Forms have been filed belated inadvertently by the company.
3. Secretarial Auditors' Qualified Opinion: The company has defaulted in Filing of FormMGT-14 for appointment of Secretarial auditor and the internal auditor of the company tothe Registrar of Companies.
Directors' Comment: The company is a sick company and the matter for rehabilitation ofthe company is in process before BIFR Further the company is facing a worst financialposition and unable to pay the charges to the professionals in this regard The company isunder the process of rehabilitation.
4. Secretarial Auditors' Qualified Opinion: The company has defaulted for payment ofAnnual Listing Fees payable to BSE for the Financial Year 2017-2018.
Directors' Comment: The company Is facing a worst financial position and unable to paythe Annual Listing Fees to the stock exchange. The company is under the process ofrehabilitation.
5. Secretarial Auditors' Qualified Opinion: The company has filed belated quarterlyreports and returns to BSE for the quarter ended March 2017.
Directors' Comment: The company is facing a worst financial position and not paid theannual listing fees of BSE and as such the securities of the company has been suspendeddue to penal reasons on BSE.
6. Secretarial Auditors' Qualified Opinion: The company has received the notices forpayment of penalty for belated filing of reports and returns to the BSE.
Directors' Comment: Due to non-payment of Annual Listing Fees to CDSL the companycould not procure the information necessary to prepare these returns in time. As suchthese returns and reports filed belated.
7. Secretarial Auditors' Qualified Opinion: The company is irregular in posting ofvarious disclosures on the website of the company.
Directors' Comment: The company is under the process of posting the disclosures on thewebsite of the company.
8. Secretarial Auditors' Qualified Opinion: The company has accepted deposits from thepublic. However the company has failed to comply with the provisions of section 74.
Directors' Comment: The Company is in Process to Repay Such Deposits.
9. Secretarial Auditors' Qualified Opinion: The company has granted loans to partiescovered under section 185 and has not compiled with the provisions contained therein.
Directors' Comment: The Company is in Process to Recover Such Loans and Advances.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THECOMPANIES ACT 2013
During the year under review there was no frauds reported by the auditors to the AuditCommitttee or the Board under section 143(12) of the Companies Act 2013.
A Cash Flow statement for the year 2016-17 is attached to the Balance Sheet.
Pursuant to the legislation 'Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace Act 2013' introduced by the Government of India which came intoeffect from 9 December 2013 the Company has framed a Policy on Prevention of SexualHarassment at Workplace. There was no case reported during the year under review under thesaid Policy.
DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THECOMPANIES ACT 2013
Pursuant to Section 134(3)(c) of the Companies Act 2013 your directors confirm that:
(i) In the preparation of the accounts for the financial year ended 31 March 2017 theapplicable Accounting standards have been followed along with proper explanations relatingto material departures if any;
(ii) The directors have selected such accounting policies and applied them consistentlyand make judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the company at the end of the said financial year andof the loss of the company for the said financial year'
(iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(iv) The directors have prepared the accounts for the year ended 31 March 2017 on a'going concern' basis.
(V) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Board acknowledges with gratitude the co-operation and assistance of theGovernment Departments Ministries and Departments of the Union Territory of Daman as wellas other Authorities for their support and assistance Your Directors are happy to place onrecord their gratitude to the employees at all levels for their commitment and dedicatedefforts. The Directors are also thankful to the Shareholders for their continued supportto the Company.
By Order of the Board of Directors UNIMIN INDIA LIMITED
Place: Delhi (J. K. Bakshi)
Date: 30th October 2017 Chairperson and Managing Director