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Uniroll Leather India Ltd.

BSE: 514384 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Uniroll Leather India Ltd. (UNIROLLLEATHER) - Director Report

Company director report

UNIROLL LEATHER INDIA LIMITED ANNUAL REPORT 2009-2010 DIRECTOR'S REPORT TO, The Members, Uniroll Leather India Limited. Your Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2010. 1. FINANCIAL AND WORKING RESULTS: The financial position of the company as on 31st March, 2010 is as under: (Rs. In Lacs) 2009-2010 2008-2009 Turnover 0 0 Other Income 0 0 Total Income 0 0 Total Expenses during the year 1,77,956 2,10,447 F.B.T. 0 1,887 Balance b/f from previous year (8,67,96,042) (8,65,83,708) Net Profit / (Loss) (8,69,73,998) (8,67,96,042) The company continued to face financial and other problems during the year. 2. FUTURE PROSPECTS: Your Directors are putting their best efforts to take up suitable business and other commercial activities beneficial to the company. 3. MANAGEMENT DISCUSSION AND ANALYSIS i) INDUSTRY STRUCTURE AND DEVELOPMENT: The company has sold its assets to pay its creditors. It is in the process of taking suitable steps in the interest of the company in view of prevailing industrial environment. ii) OPPORTUNITIES AND THREATS Taking into consideration the company's financial health and change in human needs, the suitable opportunities to develop are being enquired. The inflationary trend, fluctuations in the national and international market, change in consumer behavior and technological obsolences, it is difficult to survive in the market. iii) SEGMENTWISE OR PRODUCTWISE PERFORMANCE: The company has only one reportable business segment. Hence, no further disclosure is required under AS-17 on segment reporting. iv) OUTLOOK: Due to unavoidable problems, the company's performance has not been satisfactory. v) RISKS AND CONCERNS: The company despite of its best efforts for so many years could not get desired results. One of the creditors has filed petition for winding-up of the company in the Hon'ble High Court, Mumbai. The company is yet to pay its lenders. vi) FINANCIAL PERFORMANCE: The company's financial performance during the year remained unsatisfactory as the company earned nothing and unavoidable expenses are being done by taking unsecured loan from the promoters. vii) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIES; The company has adequate system of internal controls to provide reasonable assurance that: * The assets have been safe guarded and protected against loss from unauthorised use or dispossession. *The transactions are authorized, recorded and reported properly. * The accounting records are properly maintained and financial statements are reliable. In addition to the above, the company has appointed Audit Committee to check, control and review the system. viii) HUMAN RESOURCE DEVELOPMENT: The company has an of employee for making various compliances and provides him all possible opportunities for development and better prospects. ix) CAUTIONARY STATEMENT: Statements in this report on Management's Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could differ materially from those expressed or implied. Important factors that could make a difference are availability of raw materials, changes in Government regulations, regimes, economic developments within India and other factors. The company assumes no responsibility to publicly amend, modify or revise any forward looking statement on the basis of any subsequent developments, information or events. 4. REPAYMENT OF LOANS: The company is yet to pay some of the lenders. One of the lenders of the company has filed winding-up petition in the Hon'ble High Court, Mumbai for realization of amount/winding-up of the company. The company is defending itself suitably. 5. PUBLIC ISSUE: The company is yet to receive Allotment Money from some of the Shareholders. 6. FIXED DEPOSIT: The company has not invited any deposit during the period under report Under Section 58A of the Companies Act, 1956 and rules framed thereunder. 7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are given hereunder :- A. Energy - NIL Conservation B. Technology - NIL absorption C. Foreign Exchange - NIL Earning and outgo 8. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956: Provisions of Section 217 (2A) of the Companies Act, 1956 and rules framed thereunder are not applicable as no employee of the company was in receipt of the prescribed remuneration during the year. Hence, the statement of particulars is not annexed. 9. PERSONNEL: The company has one number of experienced and dedicated employee to discharge essential routine responsibilities. The industrial relations have always been excellent. The company is passing through its hard days and is not in a position to bear the burden of Company Secretary as required under section 383-A of the Companies Act, 1956. The company seeks advice from Company Secretary in practice time to time. 10. DIRECTORS: Shri Rajendra Prasad Agarwal retires by rotation at the ensuing Annual General Meeting of the company and being eligible offers himself for reappointment. None of the Directors was disqualified u/s 274(1)(g) of the Companies Act, 1956 as at the end of the year. 11. DIRECTORS'COMMENTS ON AUDITOR'S REPORT: The auditor's observations and corresponding accounting policies and notes on accounts are self explanatory and do not call for further clarifications. As regards point no. 2(d) of the Auditor's Report, the company has one number of employee to carry out routine work. The amount involved against retirement benefits etc is negligible. It will be accounted for as and when it will be paid. 12. INFORMATION UNDER CLAUSE 43 OF THE LISTING AGREEMENT: Due to the reasons beyond control, the company could not adhere to the projections made in the prospectus. 13. LISTING OF EQUITY SHARES: The company's Equity Shares are listed with the Stock Exchanges at Mumbai, Delhi, Kolkata and Kanpur in U.P. The trading of company's shares is nil at ail the Stock Exchanges. As your company is passing through its hard days, it has made payment of Annual Listing Fee upto 2001-2002 to the Stock Exchange, Mumbai only. The company's shares have been put under 'Z' category by the said stock exchange. 14. INVESTORS' SERVICES: The Board of Directors of the company has formed shareholders/investors grievance committee to settle on priority basis within the time prescribed, the grievances, if any, of the shareholders/investors. The committee settles grievances of the shareholders/investors suitably. The company as per the directions of the Hon'ble office of SEBI and as per the listing requirements applied to Central Depository Services (India) Ltd. (CDSIL) for dematerialisation of its shares but the CDSIL did not allow the dematerialization of company's shares. The company has sent representations to Hon'ble office of SEBI and the stock exchanges in the matter. 15. CORPORATE GOVERNANCE: The necessary detail as per Clause 49 of the Listing Agreement executed with the Stock Exchanges alongwith company's Auditors' Certificate is annexed. 16. DIRECTORS RESPONSIBILITY STATEMENT: The Directors confirm: i. That in the preparation of annual accounts, the applicable accounting standards have been followed, alongwith proper explanation relating to material departure; ii. That they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit & Loss Account of the company for that period; iii. That they have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and iv. that they have prepared the annual accounts on a going concern basis. 17. CASH FLOW STATEMENT: As required under clause 32 of the Listing Agreement executed with the stock exchanges, Cash Flow statement is attached to the Balance Sheet. 18. AUDITORS: M/s Mohan & Co., Chartered Accountants, Lucknow, the Statutory Auditors of the company, retire at the conclusion of the ensuing Annual General Meeting of the company and being eligible, offer themselves for reappointment. 19. ACKNOWLEDGMENT: Your Directors take this opportunity to record their deep sense of gratitude for the valuable support and co-operation from all concerned. Your Directors also wish to place on record their sincere appreciation of the devotion and dedicated efforts of employee at all levels. Your Directors sincerely thank the Shareholders for the confidence reposed by them in the company. FOR & ON BEHALF OF THE BOARD Place : Lucknow R.P.AGARWAL R.P.Singh Dated : 3rd July, 2010 Director Director