You are here » Home » Companies » Company Overview » Unimin India Ltd

Unimin India Ltd.

BSE: 530321 Sector: Industrials
NSE: UNIMIN ISIN Code: INE672C01014
BSE LIVE 13:10 | 13 Feb Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.46
PREVIOUS CLOSE 0.48
VOLUME 100
52-Week high 0.60
52-Week low 0.46
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.46
Buy Qty 5100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.46
CLOSE 0.48
VOLUME 100
52-Week high 0.60
52-Week low 0.46
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.46
Buy Qty 5100.00
Sell Price 0.00
Sell Qty 0.00

Unimin India Ltd. (UNIMIN) - Director Report

Company director report

Your Directors submit herewith the 32nd Annual Report and the Audited Accounts for theFinancial Year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the F.Y. Ended For the F.Y. Ended
Particulars 31.03.2015 31.03.2014
Turnover/Other Income 91.70 105.45
Earnings before Tax and Depreciation 32.26 47.67
Depreciation and amortization expenses 181.75 181.80
Profit/(Loss) before Tax (149.49) (134.13)
Provision for Taxation 0.00 0.00
Profit/(Loss) after Taxation (149.49) (134.13)
Prior Period Items 0.00 0.00
Profit/(Loss) for the Year (149.49) (134.13)

DIVIDEND

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. 91.70Lacs (Previous year Rs. 105.45 Lacs) which pertains to miscellaneous income and derivedfrom the job work and interest on deposit. The board of the company is currently lookingfor a;. asoOuiaie ic it-ai^r. '.fit. activities of the company. In this area the boardhas conducted many meetings with various professionals and industrialists and is in theprocess of finalizing the suitable associate.

REFERENCE TO BIFR:

The company's case is 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. In the hearing held on 05.02.2009 to considerthe suggestions/objections to the Draft Rehabilitation Scheme the BIFR observed that thecompany has sought so many relief and concessions from various Central and StateGovernments and without giving sufficient opportunity to the concerned Departments theDRS cannot be sanctioned. Therefore the BIFR Bench appointed State Bank of India as theOperating Agency under section 17(3) of SICA with directions to formulate a DRS afterholding a joint meeting with all concerned agencies. The bench further in its hearingdated 2nd May 2011 directed that name of Bank of Saurashtra to be deleted from the mailinglist. The SBI (OA) was also directed to complete all its formalities of acquiringinformation of the case within period of four weeks of hearing. Company is directed toprovide all assistance to SBI. As directed the company provided all the requisite detailsto SBI (OA) and thereafter the SBI (OA) has submitted fully tied up DRS with the BIFRwhich is still pending for sanction. In pursuant to the directives of the BIFR TechnoEconomic Viability Study has already been conducted and report to that effect has sincebeen submitted with SBI

(OA) with a copy to the BIFR.

RESERVES

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.

S4GNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS /COURTS/ TRIBUNALS

There are no significant and material orders passed by Regulators/Court/Tribunalsagainst the 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/ASSOCIATE COMPANIES 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:

1. M/s Jit Family Trust;

2. M/s Mina Consultant Pvt Ltd.;

3. M/ s Shirley Real Estate Pvt Ltd.;

4. M/s Taj Exim International Ltd.;

5. M/s Zulekha Trading and Finance Pvt Ltd.

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 appNca We law and regulations.Your company has not undertaken business operations in the F.Y. 2X114 2015.

MANAGEMENT DISCUSSION ANDANALYSIS:

In accordance with the listing agreement the Management Discussions and Analysisreport is annexed hereto and forms part of this report.

CORPORATE GOVERNANCE

The Report on the Corporate Governance together with the Auditors Certificate regardingthe Compliance of Corporate Governance annexed below and forms part of thisReport.

FIXED DEPOSITS

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 THECOMPANIC (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 ENERGYTECHNOLOGYABSORPTIONAND FOREIGNEXCHANGE EARNINGSAND 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 2015 areannexed to this report.

DIRECTORS AND KMP

During the year under review there was no change in the directorship of the company.As on date Mrs. J. K. Bakshi Chairperson and Managing Director Mr. H. K. VyasDirector Mrs. Sheena Sarup Independent Director and Mr. Shiv Kumar Vasesi IndependentDirector are on the Board of the company.

MANAGERIAL REMUNERATION

Details of Managerial Remuneration required to be Disclosed in Boards Report as perRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:-

Director's Name Director 1 Director 2 Director 3
Remuneration
N.A. N.A. N. A. - N.A.

COMMITTEES OF THE BOARD

The Board hasfour 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.

POLICIES

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 Company.The functioning of the Vigit mechanism is reviewed bythe Audit Committee from time totime. None of the Whistle Blowers have been denied access to the Audit Committee of theBoard. 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.

BOARD EVALUATION

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.

RISK MANAGEMENT

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. Your Company hasconstituted a "Risk Management Committee" consisting of two Directors and theChief Financial Officer for monitoring and reviewing of the risk assessment mitigationand risk management plan from time to time. The Board periodically reviews implementationand monitoring of the risk management plan for the Company including identificationtherein of elements of risks if any which in the opinion of the Board may threaten theexistence of the Company.

EXTRACTOFANNUAL RETURN

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.

SECRETARIAL AUDITORS

The Board has appointed M/s. Amit Verma and Associates Practising Company Secretariesto conduct the secretarial audit for the financial year 2014-2015. The Secretarial Auditreport for the financial year ended 31st March 2015 is annexed herewith Snd marked asAnnexure 2 to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

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 ANDARRANGEMENTS 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 thefinancial statement which sets out related party disclosures as prescribed underAccounting Standard 18.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS the Board of Directors of the Companyhas met six times during this financial year which is in compliance to the provisions ofthe Companies Act 2013.

STATUTORY AUDITORS

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 33rd Annual

General Meeting of the Company to the effect that their re-appointment if made wouldbe in conformity with the limits specified in the said Section and that they are notdisqualified to be appointed as Auditors of the Company. The Board has recommended to theshareholders re-appointment of M/s. Jayesh Sanghrajka & Co. Chartered AccountantsMumbai as the Auditors to hold office from the ensuing Annual General Meeting till theconclusion of the next Annual General Meeting and to fix their remuneration.

AUDITOR'S REPORT

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.Reference to the Company being sick is being taken up separately as required under theprovisions of the Sick Industrial Companies (Special Provisions) Act 1986.

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 pointwise:

1. Auditors' Qualified Opinion: The Company has maintained accounts on-Going Concernbasis in-spite of erosion of100% of the Networth.

Directors' 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 EOUunit.

2. Auditors' Qualified Opinion: The Company had written off balance of a creditoramounting to Rs. 24.05 crores in earlier years. To that extent its reserve is overstatedand 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 in business losses / cost overrun to the Company.These Suppliers have made a claim of Rs. 481946626/- towards principal and Rs.417993604/- towards interest aggregating to Rs. 8999402307-.

3. Auditors' Qualified Opinion: The Company is not following AS-15 for purpose ofvaluation and disclosure of employee benefits.

Directors' Comment: The company does not have so many employees and there is negligibleturnover and working on job work basis for the last so many years. As such the valuationand disclosure of employee benefits are not done.

4. Auditors' Qualified Opinion: AS 2 violation - same value of inventory is continuedsince many years. Cost or Market value whichever is lower is not followed.

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 sama.

DIRECTOR'S RESPONSIBILITYSTATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THECOMPANIESACT 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 2015 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 2015 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.

ACKNOWLEDGEMENTS

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 placeon record their gratitude to the employees at all levels for their commitment anddedicated efforts. The Directors are also thankful to the Shareholders for their continuedsupport to the Company.

By Order of the Board of Directors
UNIMIN INDIA LIMITED
Sd/-
Place: Delhi J . K. Bakshi
Date: 31.08.2015 (Chairperson & Managing Director)
Din-00256653