REVIEW OF BOARD OF DIRECTORS
Review of Board of Directors
Your Directors have pleasure in presenting 23rd Annual Report together withthe Audited accounts for the year ended 31st March 2014.
| || ||(Rs. in lacs) |
|Financial Results ||2013-14 ||2012-13 |
|Total Income ||0.69 ||1.65 |
|Operating Profit/(Loss) ||(68.78) ||(3.44) |
|Financial charges ||- ||- |
|Depreciation ||- ||- |
|Profit/ (Loss) before tax ||(68.78) ||(3.44) |
|Provision for tax ||- ||- |
|Profit/ (Loss) after tax ||(68.78) ||(3.44) |
Review of Operation
The Company has not carried out any production activity during the year. Other Incomeof Rs. 0.69 Lacs was towards the Miscellaneous Income and rent income. During the yearthe manufacturing plant remained closed and so there was no income generation from that.During the year the Company has sold its Manufacturing Plant and machineries situated atS.L. No. 134 At Budasan Tal. Kadi Dist. Mehsana Gujarat with facility to manufacturepolymer products which includes Land & Building and Plant & Machinery in full.Due to this sale of old plant and machineries the Company has incurred loss of Rs.52.52Lacs. The Company has utilized this sale proceed to pay off the liabilities of theCompany. The members have approved Sell/ Transfer or Dispose off Budasan Unit by SpecialResolution dated 13th July 2013 through postal Ballot process. Further due tothe employees cost bad-debts written off and some administrative expenses the net lossafter tax was Rs.68.78 Lacs as compared to last year's loss of Rs. 3.44 Lacs.
Your Directors do not recommend any dividend for the year 2013-14 in view of loss madeduring the year. (previous year Nil)
Your Company has not invited or accepted any deposits under Section 58A of theCompanies Act 1956 from the public during the year.
In accordance with the provisions of the Articles of Association and of the CompaniesAct 2013 Mr. Narendra Shah Director of the Company retiring by rotation at the ensuringAnnual General Meeting and being eligible offer himself for reappointment.
The Board of Directors have in their meeting held on 31st July 2014appointed Mr. Nayan Joshi as an Additional Director who holds office as such upto the dateof ensuing Annual General Meeting. Impending notification of Section 149 and otherapplicable provisions of the Companies Act 2013 your directors are seeking appointmentof Mr. Nayan Joshi Mr. Ajay Bhavsar and Mr. Ashish Tripathi as Independent Directors forthree consecutive years for a term upto 29th September 2017.
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.
The brief particulars of all directors for which approval of members for theirappointments or re-appointments are sought have been provided in the Corporate GovernanceReport pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.
The information required under section 217(2A) of the Companies Act 1956 and the rulesmade there under is not applicable to the Company as no employees drawing remunerationof Rs. 6000000/- or more per annum employed throughout the year or Rs. 500000/- ormore per month employed for a part of the year.
Particulars required to be furnished by the Companies (Disclosure of particulars in thereport of the Board of Directors) Rule 1988.
Information pursuant to Section 217(1)(e) of the Companies Act1956 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 areas under:
As the production unit of the Company is closed the Research and developmentactivities programs and Technology absorption are not carried out by the Company. There isno energy consumption or additional investment to conserve the energy is made during theyear.
There is no foreign exchange earnings and outgo during the year (previous year alsonil).
Shifting of Registered office :
Since last many years the registered office of the Company was situated at theManufacturing plant of the Company at S.L. No. 134 At Budasan Tal. Kadi Dist. Mehsanain the State of Gujarat. The Company has sold this undertaking/ unit including Plant& Machinery and Land & Building situated at that location. Further as the saiddestination is far from the City of Ahmedabad shareholders are unable to participate inthe General Meeting of the Company. Considering all these the Company has shifted itsregistered office in the City of Ahmedabad at 513 Golden Triangle/Stadium RoadNavrangpura Ahmedabad - 380014 w.e.f. 13th July 2013 as approved by themembers through Postal Ballot process.
Sell/ Transfer or Dispose off Budasan Unit:
The Manufacturing Plant of the Company is situated at S.L. No. 134 At Budasan Tal.Kadi Dist. Mehsana Gujarat with facility to manufacture polymer products. Since lastmany years the manufacturing plant of the company is closed and the realisable value ofthe plant & machinery was lower day by day due to obsolete technology and closure ofthe plant. Considering that it is advantageous for the company to sell/ transfer theundertaking including Land & Building and Plant & Machinery in full so that thesefunds can be utilized to pay off the liabilities of the Company. The members have approvedSell/ Transfer or Dispose off Budasan Unit by Special Resolution dated 13th July 2013through postal Ballot process.
The Company has finalized the sale process and sold all its Plant and Machineriessituated at S.L. No. 134 At Budasan Tal. Kadi Dist. Mehsana Gujarat including Landand Building and all realized sum has been utilised towards clearing of all liabilities.The Company has made loss of Rs.52.52 Lacs towards sale of all these Assets.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act 1956 your Directors confirm thefollowing:
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
2. Your Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended on31st March 2014.
3. Your Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. Your Directors have prepared the attached statements of accounts for the year ended31s1 March 2014 not on a going concern basis as there were no manufacturingactivities.
Change In Legislation Governing Companies In India
During the year under review the provisions of the new Companies Act have been madeeffective replacing the Companies Act of 1956 vintage by the induction of the CompaniesAct 2013. The Government has notified 287 sections out of total 470 sections which coversall the material provisions of the new Companies Act 2013.
However as clarified by the Ministry of Corporate Affairs the provisions of CompaniesAct 1956 would remain applicable in respect of financial accounts auditor's report anddirectors' report thereon for the financial year ended on 31 st March 2014.
Change In Nomenclature of Committees and Enhanced Their Scope
Pursuant to the introduction of the Companies Act 2013 and the rules there under theNomenclature of the 'Shareholders Grievance Committee' has been changed to 'Stakeholders'Grievances and Relationship Committee'.
The scope of terms of reference/scope for Audit Committee has been enhanced in linewith the provisions of Section 177 of the Companies Act 2013 with additional scope onvigil mechanism safeguards against victimization of persons who use such mechanismdirect access to chairman of audit committee in appropriate or exceptional cases etc.
Details of various committees constituted by the Board of Directors are given in theCorporate Governance Report annexed and forms part of this report.
The provisions of section 177 (9) and (10) of the Companies Act 2013 mandates everylisted company to establish vigil mechanism for directors and employees to report genuineconcern in such manner as may be prescribed. The provisions of the said policy providedfor adequate safeguards against the victimization of persons who use such mechanism andmake provisions for direct access to the chairman of the Audit Committee in appropriate orexceptional cases.
The Board of Directors of the Company have at their meeting held on 31stJuly 2014 approved whistle blower policy to be in line with the provisions of CompaniesAct 2013 read with the listing agreement.
Any director or employee of the company who observes any Unethical Behaviour orImproper Practices or Wrongful Conduct and/or financial or non financial malpractices ornon-compliance with legal requirements concerning the company is free to report to thespecified officer in the mode as provided in the policy.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under clause 49 of theListing Agreement with the Stock Exchange has beenattached as a part of the Directors'Report.
The Company has adopted Corporate Governance practices and has complied with all themandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. Asrequired under the listing agreement a separate Report on Corporate Governance forms partof this Annual Report. The certificate from statutory Auditors of the Company regardingcompliance of conditions of Corporate Governance is part of this report and is annexed.
The Board of Directors supports the basic principles of corporate governance. Inaddition to this the board lays strong emphasis on transparency accountability andintegrity.
The Company had already approached NSDL and CDSL for obtaining electronic connectivityfor company's shares. However both of them have rejected our request. So shares of thecompany will continue to be traded in Physical form.
The Company's shares are listed at Vadodara as well as Mumbai Stock Exchanges. Howevetthe Mumbai Stock Exchanges have suspended the trading due to technical reason. The Companyhas made revocation application to BSE which is under consideration.
Auditors & Auditors Report
The Statutory Auditors of the Company M/s. Nikunj H. Shah & Co. CharteredAccountants Ahmedabad (Firm Registration No. 131307W) will retire at Conclusion ofensuing Annual General Meeting and being eligible have offered themselves forre-appointed.
The Company has received a written Certificate from Auditors stating their appointmentif made would be within the limit under Section 139(1) of the Companies Act 2013 and therules made there under. The Board on the recommendation of the Audit Committee has alsoproposed that M/s. Nikunj H. Shah & Co. Chartered Accountants Ahmedabad bere-appointed as Auditor of the Company.
Notes forming part of the accounts are self-explanatory and therefore do not requireany further comments.
Your Directors would like to place on record their sincere gratitude for the supportreceived from clients suppliers and bankers. The Board of Directors also takes thisopportunity to acknowledge the dedicated efforts and commitment made by other associatesat all levels and their contribution to the Company during the year.
|Date :31st July 2014 ||By order of the Board |
|Regd. Office ||For Harsh Polymers (India) Limited |
|513 Golden Triangle || |
|Stadium Road Navrangpura ||Narendra J. Shah |
|Ahmedabad-380 014. ||Director |