BHIWANI VANASPATI LIMITED
ANNUAL REPORT 2009-2010
Your Directors present the 39th Annual Report and Audited Accounts of the
Company for the year ended 31st March, 2010.
FINANCIAL RESULTS (Rs in Lacs)
Year Ended Year Ended
Total Sales (Including Other Income) 8.12 8.24
Profit/(Loss) before interest and
Depreciation 1.41 1.16
Interest - 0.33
Depreciation 0.04 0.01
Operating Profit/(Loss) for the year 1.37 0.82
Net Profit/(Loss) after Tax 1.37 0.74
YEAR UNDER REVIEW
Sales Including Other Total Income of your Company during the year under
review amounted to Rs. 8.12 lacs as against Rs. 8.24 lacs during the
The working of your Company was adversely affected for the Eighteenth year
in succession. Your Company had a net profit after tax of Rs 1.37 Lacs
during the year under review. After adjusting the current years profit your
Company has carried forward accumulated tosses of Rs. 1,78,46,097/-
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
In accordance with the requirements of Section 217(1 )(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in Report of
Board of Directors) Rules, 1988 a statement showing particulars with
respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is annexed hereto and form part of this Report.
Sri M.K Pandita, Director of the Company retires from office and being
eligible, offers himself for reappointment.
The Securities of your Company are Listed at Kolkata and Delhi Stock
Exchange and the Listing fees in respect of all the exchanges have been
paid up to date.
The observations of the Auditors are suitably explained in various notes of
SECRETARIAL COMPLIANCE REPORT
As required under Section 383A of the Companies Act, 1956, Secretarial
Compliance Report for the financial year 2009-2010 is enclosed as part of
PARTICULARS OF EMPLOYEES
During the year there were no employees in respect of whom information as
per Sec.217(2A) of the Companies Act, 1956 is required to be given in the
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions' of Section 217(2AA) of the Companies
Act, 1956, your Directors state.
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and wherever required, proper
explanations relating to material departures have been given.
ii) That your Directors have selected such accounting policies and applied
them consistently and made adjustments 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 or loss of
the Company for that period.
iii) That your Directors 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 your
Company and for preventing and defecting fraud and other irregularities.
iv) That your Directors have prepared the annual accounts on a going
M/s Bharat D Sarawgee & Co., Chartered Accountants was appoionted as
Statutory Auditors of the Company for the financial year 2009-2010 to fill
casual vacancy caused by the resignation of M/s Baid & Kothari, Chartered
Accountants at the ' Extra ordinary General Meeting as held on 30th
October, 2009. M/s. Bharat D Sarawgee & Co., Chartered Accountants,
Auditors of the Company, retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
The Directors gratefully acknowledge the support given by all the
employees, shareholders and bankers and they look forward for their
On behalf of the Board of Directors
Dated: The 27th May, 2010
INFORMATION AS REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988 AND FORMING PART OF DIRECTORS REPORT FOR THE YEAR
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &
(A) POWER & FUEL CONSUMPTION
(a) Purchased Units (in thousand) NIL NIL
Total amount (Rs./Lacs) NIL NIL
Rate/Unit (Rs.) NIL NIL
(b) Own Generation
Through Diesel Generation
Units (in thousand) NIL NIL
Unit per litre of Diesel Oil) NIL NIL
Cost/unit (Rs.) NIL NIL
Quantity (M.T.) NIL NIL
Total Cost (Rs./Lacs) NIL NIL
Average Rate (Rs.) NIL NIL
3. FURNACE OIL NIL NIL
4. OTHER/INTERNATIONAL GENERATION NIL NIL
(B) CONSUMPTION PER UNIT OR PRODUCTION
Electricity (Units) NIL NIL
Furnace Oil (Units) NIL NIL
Coal (K.g.) NIL NIL
During the year under review, Company's plant was closed and consequently
the Company has not made use of arty technology for its product. It's R&D
activities were also inoperative.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no foreign exchange earnings and Outgo during the year under
SECRETARIAL COMPLIANCE CERTIFICATE
The Members Authorized Capital Rs. 150 Lacs
M/s. Bhiwani Vanaspati Limited Paid UP Capital Rs. 145.69 Lacs
20 Sir R.N. Mukherjee Road GIN No. L15143WB1970PLC124721
We have examined the registers, records, books and papers of M/s. Bhiwani
Vanaspati Limited, (the company) as required to be maintained under the
Companies Act, 1956, (the Act) and the rules made there under and also the
provisions contained in the Memorandum and Articles of Association of the
Company for the financial year ended on 31st March, 2010 (financial year).
In our opinion and to the best of our information and according to the
examinations carried out by us and explanations furnished to us by the
company, its officers and agents, we certify that in respect of the
aforesaid financial year:
1. The company has kept and maintained all registers as stated in Annexure
'A' to this certificate, as per the provisions of the Act and rules made
there under and all entires therein have been duly recorded.
2. The company has duly filed the forms and returns as stated in Annexure
'B' to his certificate, with the Registrar of Companies, Regional Director,
Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made there under.
3. The company, being a public limited company, has the minimum:prescribed
paid up capital.
4. The Board of Directors duly met 4 times respectively on 28:05.2009,
31.7.2009, 31.10.2009 and 30.01.2010 in respect of which meetings proper
notices were given and the proceedings were properly recorded and signed
including the particular resolutions passed in the Minutes Book maintained
for the purpose.
5. The company has closed its Register of Members from 15.09.2009 to
22.09.2009 during the financial year and duly complied the provisions of
6. The Annual General Meeting for the financial year ended on 31st March
2009 was held on 22nd September, 2009 after giving due notice to the
members of the company and the resolutions passed thereat were duly
recorded in Minutes Book maintained for the purpose.
7. One Extra Ordinary Meeting(s) was/were held during the financial year
after giving due notice to the members of the Company and the resolutions
passed there at were duly recorded in the Minutes Book maintained for the
8. As per the information given to me the company has not advanced any
loans to its directors or persons or firms or companies referred to under
Section 295 of the Act.
9. The company has not entered into contracts falling within the purview of
Section 297 of the Act.
10. The company has made necessary entries in the register maintained under
section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of
the Act, the company has not obtained any approvals from the Board of
directors, Members of Central Government, as the case may be.
12. The company has not issued any duplicate certificates during the
13. The company has-
i) Delivered all Certificates on allotment/transfer/transmission of
securities, if any, during the financial year.
ii) Not deposited any amount in a separate Bank Account as no dividend was
declared during the financial year.
iii) Not posted warrants to any member of the company as no dividend was
declared during the financial year.
iv) Informed to us that there is no amount pending for transfer to the
Investor Education and Protection Fund.
v) Duly complied with the requirements of section 217 of the Act
14. The Board of Directors of the company is duly constituted and the
appointment/resignation of additional directors, alternate directors and
directors to fill casual vacancy have been duly made during the financial
15. The company has not appointed any managing director/whole-time
director/manager during the financial year.
16. The company has not appointed any sole selling agents during the
17. The company was not required to obtain any approvals of the Central
Government, Company Law Board, Regional Director, Registrar of Companies
and/or such authorities prescribed under the various provisions of the Act.
18. The directors have disclosed their interest in other firms/companies to
the Board of Directors pursuant to the provisions of the Act and the rules
made there under.
19. The company has not issued any shares during the financial year.
20. The company has not bought Back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the
22. There were no 'transactions necessitating the company to keep in
abeyance the rights to dividend, rights shares and bonus shares pending
registration of transfer of shares.
23. As per the information and explanations given to me the company has not
invited/accepted any deposits including any unsecured loan falling within
the purview of section 58A during the financial year.
24. The company has duly complied the borrowings, if any, made during the
financial year ended 31st March, 2010.
25. The company has made loans and investments, or given guarantees or
provided securities to other bodies corporate in compliance with the
provisions of the Act and has made necessary entries in the register kept
for the purpose during the financial year.
26. The company has not altered the provisions of the memorandum with
respect to situation of the company's registered office from ope state to
another during the year under scrutiny.
27. The company has not altered the provisions of the memorandum with
respect to the objects of the company during the year under scrutiny.
28. The company has not altered the provisions of the memorandum with
respect to name of the company during the year under scrutiny.
29. The company has not altered the provisions of the memorandum with
respect to share capital of the company during the year under scrutiny.
31. There was/were no presecution initiated against or show cause notices
received by the company, during the financial year, for offences under the
32. The company has not received any money as security from its employees
during the financial year.
33. The provisions in regard to the Provident Fund are not applicable to
the Company during the financial year as per the information given to us.
For MR & Associates
Mohan Ram Goenka
C.P. No.: 2551
Date : The 27th May, 2010
ANNEXURE - 'A'
Registers as maintained by the Company
1. Register of member u/s. 150
2. Index of member u/s. 151
3. Register of transfer
4. Register & Return u/s. 163
5. Books of Accounts u/s. 210
6. Register of directors, managing Director & Secretary u/s. 303
7. Register of Directors shareholding u/s. 307
8. Register of Directors Attendance
9. Minute Book of Directors & Members u/s.193
10. Register of Contracts u/s. 301
11. Register of Loans & Investments u/s. 372A
ANNEXURE - 'B'
Forms and Returns as filed by the Company with Registrar of Companies
Regional Director, Central Government or other authorities during the
financial year ended 31st March, 2010:
Form No/Return Filed u/s. For Filed on A1 B1
(i) Form No.20B 161 For 31.03.2009 held AGM Yes No
on 22.09.2009 filed on
(ii) Form No.23AC/ 220 For 31.03.2009 held AGM
23ACA on 22.09.2009 filed on
7.10.2009 Yes No
(iii) Form No.66 383A For 31.03.2009 held AGM Yes No
on 22.09.2009 filed on
A1 = Filed in Due Date
B1 = Additional Filling Fees Paid