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Unique Agro Processors (India) Ltd.

BSE: 526915 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Unique Agro Processors (India) Ltd. (UNIQUEAGROPRO) - Director Report

Company director report

UNIQUE AGRO PROCESSORS (INDIA) LIMITED ANNUAL REPORT 2007-2008 DIRECTOR'S REPORT TO, The Members of Unique Agro Processors (I) Limited Your Directors are pleased to present the sixteenth Annual Report and Audited Annual Accounts of the company for the year eneded 31st March, 2008. 1) FINANCIAL RESULTS 2007-2008 2006-2007 (Rs. In lacs) (Rs. In lacs) Gross Turnover/Receipt 3491.27 714.70 Gross Operating (Profit/Loss) (31.78) (55.08) Depreciation 19.15 16.88 Profit/(Loss) Before Tax (31.78) (55.08) Profit / (Loss) After Tax (32.21) (55.58) Profit/Loss brought forwards from previous year (733.74) (678.16) Surplus/(Deficit) carried to balance sheet (765.95) (733.74) During the year turnover of the company reached to Rs.3488.56 Lacs against the turnover of the previous year of Rs.711.48 Lacs and the net loss of the year stood at Rs.32.21 Lacs as against the previous years loss of 55.58 Lacs which has been carried over to balance sheet. 2) OPERATIONS During the year under review for want of working capital, the company could not start its production activity till Nov., 2007. later on the company decided to continue an arrangement with M/s Cargill India Private Limited who had agreed to supply the raw material with buy back of finished goods. This arrangement has taken place in November, 2007 and said company has provided necessary financial support for maintenance and running of the factory, now, the factory is under regular Maintenance and will be ready to start operations in coming season from October, 2008 onward. 3) DIVIDEND: In view of the loss directors do not recommend any dividend for the year to the equity shareholders. 4) AUDITORS M/s / P.S. Thakare & Co., Chartered Accountants, Nagpur holds the office until the ensuing Annuai General meting and is recommended for reappointment, Certificates from the auditors have been received to the effect that their appointment, if made, would be within the limits prescribed under sub-section (1B) of section 224, of the companies Act, 1956. 5) DIRECTORS RESPONSIBILITY STATEMENT As required under Section 217(2AA) of the companies Act, 1956. the directors hereby confirm 1. That in preparation of annual accounts, the applicable accounting standards have been followed. 2. That the directors selected such accounting policies and estimates, applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and fair view of statement of affairs of the company at the end of the financial year and profit and loss account for the year. 3. That the director have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. 4. That the directors had pr6pared the annual accounts for the financial year ending at 31st March 2008 on a going concern basis. 6. AUDITORS REPORT Notes to the accounts in the auditors report are self explanatory and require no comments thereon. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO. A) CONSERVATION OF ENERGY The company has taken effective steps for energy conservation by getting the energy audit conducted by specialized agents and as reported earlier have installed Thermic Fluid Heater System to save fuel. The company has already spend Rs. 20.00 lacs on various energy savings devices such as heat Exchangers, Economizers, Recuperations, Vapour Condensors etc. Information prescribed under 'FORMA' is given below. B) TECHNOLOGY ABSORPTION: I here has been no development in this regard as the technology for manufacture of the oil and Soya Meal have not changed but some internal technological developments have been done to improve working parameters. C) FOREIGN EXCHANGE EARNINGS & OUTGO: Earned Nil Outgo Nil FORM-A (See Rule 2) FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY A. POWER AND FUEL CONSUMPTION Current year Previous year 2007-2008 2006-2007 1. Electricity a) Purchase Unit 375727 Units 133115 Units Total amount (Rs. In Lacs) 41.33 Rs. 14.32 Rate/Unit 11 Rs. 10.14 b) Own generation Nil Nil 2. Coal Quantity (MT) 2072.400 609.730 Total Cost (Rs. In Lacs) 45.27 17.40 Average Rate (Rs) 2184.42 2860.72 ('B' Grade Steam Coal used for Boiler) 3. Other/internal Generation N.A. N.A. B. CONSUMPTION PER UNIT OF PRODUCTION Product Soya seeds Soya seeds Extraction Extraction 2007-2008 2006-2007 Unit - M.T. 18800.01 5225-15 Electricity 19.99 Units 25.53 Units Coal 'B' Grade 0.11 M.T. 0.12 M.T. 8) EQUITY SHARE CAPITAL The action of former director Capt. P.M. Master for allotment of share equity to his own company i.e. Master Industries Pvt. Ltd. (MIPL) without the approval of the Board of Directors, consent of the shareholders or necessary directives from From B.I.F.R. has been cancelled by B.I.F.R. vide their orders dated 30.10.2006 and directed company (UAPIL) to restore the original position of share equity which stood at Rs.31,21,000 as it is and issued show cause notice to Capt. P.M. Master for his fraudulent and mischievous actions that why he should not be removed from the post of Director in the company (UAPIL). Capt P.M. Master went in appeal to Hon. AAIFR against these B.I.F.R's orders. Hon. AAIFR has not taken any final Decision in this matter so far on its merit, but it has been referred back to Hon. B.I.F.R. to review the matter which is still under process. 9) DEPOSITS The company has not invited or accepted any deposits from the public under the Companies (Acceptances of Deposits) Rules 1975 read with section 58A of the companies Act, 1956. 10) DIRECTORS i) Re-appointment of Director Shri. L.S. Gedam who retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. i) Removal of directors pursuant to section 283(1)(g) of the Companies Act, 1956. Capt. P.M. Master a Director has not attended a single meeting of Board of Directors from August 2005 onward and remained absent for 10 Boards meeting continuously without grant of any leave of absence. He was running the parallel office from Mumbai and his fraudulent activities were continued against the company UAPIL. for which Hon. BIFR had also issued him a show cause notice on 30.10.06 stating that why he should not be removed from the post of Director of the company (UAPIL) but capt. P.M. Master did not acted in the best interest of the company and misused his own position and acted in a fraudulent manner with ulterior motive and indulged in serious criminal offences. As he has committed breach of turst, misused his own position and did not owe a duty of care towards the company, shareholders, society and farmers interest at large, his all activities against the interest of the company were viewed seriously by the Board of Directors in their meeting held on dated 24th may 2007 and with displeasure decided that his office of directorship from the company (UAPIL) be vacated forth with and he be removed from the post of Director in accordance of the provision of section 283(I)(g) of the companies act 1956. As such Capt. P.M. Master is seized to be a Director in the company (UAPIL) from May 2007. In fact Capt. P.M. Master as a Director has taken full financial control since he joined the company (UAPIL) from Feb. 2001 and provided financial support in the form of unsecured advances to the company from time to time but created losses every year. He also managed a sanction of loan of Rs.7.00 Cr. (4.00 Cr. Term loan for installation if refinery + 3.00 Cr. working capital) from his bankers i.e. Bharat Co. op. Bank (Mumbai) Ltd. Mumbai. As soon as this loan was sanctioned in oct. - November 2004, Capt. P.M. Master has taken the entire activities in his hand and started managing independently through one of his assistant from Mumbai and commercial manager at Nagpur, appointed by him and created further losses in the company. In July 2005 when the factory was in production abruptly Capt. P.M. Master took a decision independently and stopped all the activities without the knowledge of CMD and Board of Directors. Not only this but he transferred the entire balance amount of Rs.81.00 Lakhs from the company's account at Federal bank Ltd. Nagpur to Mumbai against the cheque signed by him alone as a second Signatory but without the signature of CMD, whose signature was mandatory by giving false undertaking to bank that CMD's signature is being obtained within 2/3 days he also closed both the loan accounts of the company (UAPIL) with Bharat Co. op. Bank (Mumbai) Ltd. Mumbai for which he himself paid additional Rs. 1,32,16,754 from his own source and made the company (UAPI L) bankrupt and suffered for want of finance. Moreover he has taken all the company's legal documents in his custody from Bharat Co. Op. bank by giving false undertaking that he will personally hand over these documents to company's register office at Nagpur and tried fraudulently to create first charge of his company i.e. Master industries Pvt. Ltd. over the assets of the company (UAPIL) for Rs.2.267 3635 against his unsecured advances and raised his total claims of more than Rs.7.00 Crore against the company (UAPIL) including interest; as per books of accounts, not supported by underlying documentary evidence hence these dues of unsecured advances have been disputed by the company (UAPIL). For want of details of accounts: the matter is still pending and both the parties have not yet arrived at the final figure of the claims of Capt. P.M. Master as unsecured advances in the name of his three different companies mentioned in the books of account as well as in annual report for the year 2005-2006 and 2006-2007. The factory was given to run on Job Work basis to M/s. Cargill India Pvt. Ltd. during the year 2006-2007 and 2007-2008, which Capt. P.M. Master has objected and issued legal notices through their, Advocates and solicitors (Dhir & Dhir Associates) to M/s. Cargill India Pvt. Ltd. for stopping the operations and terminate their agreement as M/s. Master Industries Pvt. Ltd. a company holds 87.8% equity shares of M/s. Unique Agro Processors (I) Ltd., stated frandulently. All the above fraudulent and mischievous activities and the claim raised by rapt. P.M. Master were discussed at length in the meeting of Board of Directors on 5th of March, 2008 and the following resolutions are passed unanimously. RESOLVED THAT the legal documents of the co. (UAPIL) those were suppressed by capt. P.M. Master fraudulently be procured on priority and efforts be made to get working capital and start the industry on its own by the company. FURTHER RESOLVED THAT the Loan (Term loan and working capital) of Rs.7.00 Crore. Sanctioned by Bharat Co.op.Bank (Mumbai) Ltd. Mumbai to the company (UAPIL) was as per the decision of the Board of directors, but these loan accounts were abruptly closed by capt., P.M. Master himself without any knowledge of Board of Directors and made the company suffered, as such the amount, paid by Capt. P.M. Master for closing the loan accounts with Bharat Co-op. Bank (Mumbai) Ltd. and debited to the company's accounts should not be accepted as company's liability as it is the independent decision of Capt. P.M. Master alone with his selfish motive and ill intensions. The Board of Directors have further suggested that the above facts be brought to the notice of the share holders in the next Annual General meeting. As the Board of Directors have disapproved the above independent action of capt. P.M. Master the amount of Rs.2,14,16,754 paid by him for closing both the loan accounts (LS/3034 and CC/612) with Bharat Co.op. Bank (Mumbai) Ltd. Mumbai be deleted from his claim against his unsecured advances shown in books of accounts (not supported by undertaking documentery evidence) and also in the Annual report for the year 2005-2006 and carried forward in the subsequent year 2006-2007. The above resolutions are passed unanimously by the Board of directors in their meeting. 11) Number of employees who were in receipt of remuneration of an aggregate of not less than Rs.24,00,000/-for the year or Rs.2,00,000/- p.m. if employed for the part of the year - Nil (Previous year Nil) 12) INDUSTRIAL RELATION The company does not have any legal dispute with any of its employee and has maintained the harmonized and cordial relations with its workers, staff & officers at all levels. Your directors place on record, their deep appreciation for the devoted services rendered by them. 13) ACKNOWLEDGEMENT: Your directors again acknowledge with gratitude the continuous support received by the company from the Bankers, and State/Central government and all the concerned authorities and personnel. For & On Behalf of the Board Sd/- K.M. Gedam Nagpur, Chairman & Managing Director Dated : 6th Sept. 2008