You are here » Home » Companies » Company Overview » Noble Explochem Ltd

Noble Explochem Ltd.

BSE: 506991 Sector: Industrials
NSE: N.A. ISIN Code: INE875D01011
BSE 00:00 | 04 Mar Noble Explochem Ltd
NSE 05:30 | 01 Jan Noble Explochem Ltd
OPEN 5.00
PREVIOUS CLOSE 4.96
VOLUME 9684
52-Week high 6.40
52-Week low 2.94
P/E
Mkt Cap.(Rs cr) 10
Buy Price 4.93
Buy Qty 485.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.00
CLOSE 4.96
VOLUME 9684
52-Week high 6.40
52-Week low 2.94
P/E
Mkt Cap.(Rs cr) 10
Buy Price 4.93
Buy Qty 485.00
Sell Price 0.00
Sell Qty 0.00

Noble Explochem Ltd. (NOBLEEXPLOCHEM) - Director Report

Company director report

To

The Members

The Directors present herewith the Thirty Fifth Annual Report together with theStatement of Accounts for the year ended 31st March 2017

Financial Results:

(Rs. in lakhs)

Particulars 2015 - 2016 2016 - 2017
Income:
Other Income 22.59 3.87
Less: Expenses 86.61 90.79
Gross Profit/(Loss) before depreciation/ Interest and Tax (64.02) (86.91)
Less : Interest and Finance Charges 0 0
Profit/ (loss) before Tax (64.02) (86.91)
Add/Less: prior period adjustment 0 0
Less : Extra Ordinary Items 0 0
Less: Provision for Income tax /Def. Tax release 0 0
Net Profit/(Loss) for the year (64.02) (86.91)

Dividend

In view of incurring of losses no dividend is proposed for the year under report.

Transfer to General Reserves:

The Company's production is held up this financial year also. There was no turnoverhence company is incurring losses. Therefore it is not proposed to transfer any amount toGeneral Reserves.

Material Changes during the period of Financial Statements and Board's Report Date:

There is no any material change in the financial position of the Company during theperiod from the date of financial Statement and date of this Directors' Report.

Directors

Smt. Vinda Warhadpande Director retires by rotation at the end of this Annual GeneralMeeting and being eligible offers herself for re-appointment. The Board of Directorsrecommend the members for re-appointment of Smt. Vinda Warhadpande on the Board of theCompany. It is also proposed that Smt. Vinda Warhadpande be appointed as Whole TimeDirector of the Company as her pervious term as Whole Time Director is ending on theConclusion of this Annual General Meeting. Brief resume of the appointee Director is givenin the Corporate Governance report which is part of this Annual Report.

The Company has received the notice for appointment of Shri Ishwar Raka as anIndependent Non-executive Director on the Board. The Board recommends the member toappoint Shri Ishwar Raka on the Board as an Independent Director by passing necessaryresolution. The brief profile of the appointee is given in the Corporate Governancereport.

Declaration by Independent Directors:

The Independent Directors have submitted their disclosure to the Board that they fulfilall requirements as to qualify for their appointment as an Independent Director under theprovisions of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Board Meetings:

During the year under review the Board meets four times the details of which are givenin the Corporate Governance Report which forms part of this report.

Policy on Appointment and Remuneration to Directors

The current policy of the Company on appointment and remuneration of Directors is tohave an appropriate mix of Executives non-executives and Independent Directors on theBoard of the Company. As on 31st March 2017 the Company has 6 Directors on theBoard of Directors of which 3 are executive Directors and three are IndependentDirectors. More details are given in the Corporate Governance Report which is part of thisReport.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Boardconfirm and submit-

(i) That in the preparation of the annual accounts the applicable accounting standardshad been followed

along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) That being the listed Company the directors had laid down the internal financialcontrols to be followed by

the Company and that such Internal Financial Controls are adequate and were operatingefficiently.

(vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingefficiently.

Listing:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE).

Corporate Governance

Pursuant to Rule 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Reports on Management Discussion & Analysis and on CorporateGovernance along with a certificate from the Auditors and CEO / CFO are attached heretoand form part of this report.

Share Capital:

There was no change in the authorised share capital or Paid Up Share Capital of thecompany during the year under review.

The Company has not announced any scheme of following issues

1. Employees Stock Option Scheme

2. Issue of Bonus Shares

3. Issue of Rights Shares

4. Issue of Securities by Private Placement

5. Issue of any other securities

Statutory Auditors:

M/s Amar Bafna & Associates Mumbai were re-appointed as Statutory Auditors of theCompany in the 34th Annual General Meeting of the Company held on 28thSeptember 2016 for the next term of five years i. e. for the financial year 2016-17 and2020-21.

As per the provisions of Companies Act 2013 the members of the Company have to ratifythe appointment of Auditors each year in the Annual General Meeting. The Audit Committeeand the Board of Directors have given approval and recommended the members for theratification of appointment of Auditors for the next financial year. The Company has alsoreceived the consent letter from the Auditors in this behalf. Members are requested toratify the appointment of auditor Auditors and to fix their remuneration.

Auditor's Report

The Auditor's Report is self-explanatory except the following qualifications mentionedin the report:

The Auditor's Report is self-explanatory except the following qualifications mentionedin the report:

1. We draw your attention that by Notification No. S.O. 3569(E) issued by the Ministryof Finance Central Government dated November 25 2016 Sick Industrial Companies (SpecialProvisions) Act 1985 (SICA) stand repealed with effect from 1st December 2016. As aconsequence the proceedings of the Company on reference under SICA before Board forIndustrial and Financial Reconstruction (BIFR) abated and came to an end.

2. As explained in Note No.16 of Notes to Accounts the expenses/liabilities aggregatingRs. 201.58 lacs for the Year 2016-2017 have not been provided due to which current yearloss and accumulated losses are under stated by Rs 201.58 lacs

3. As explained in Note No. 24 of Notes to Accounts calls in arrears is unreconciledto the extent of Rs 2.25 lacs.

4. As explained in Note No. 21 of Notes to Accounts no provision has been made forloans and advances amounting to Rs. 110.51 lacs which are prima facie doubtful ofrecovery and in our opinion current year's loss and accumulated losses of the company areunder stated by provision of such doubtful advances

5. As explained in Note No. 22 of the Notes to Accounts Depreciation of tangible andintangible assets (as per Schedule II of the Companies Act 2013) has not been provided.

6. As explained in Note No. 25 the liability on account of non-fulfillment of exportobligation has not been considered since the same is not ascertained.

7. Attention is also invited in respect of the share application money received by theCompany which is pending for allotment in terms of Section 73 read with Companies(Acceptance of Deposits) Amendment Rules 2015.

On these points the Board submit the following explanation:

1. The company had made a reference to the Board for Industrial and FinancialReconstruction (BIFR) in pursuance to the provisions of Section 15 (1) of the SickIndustrial Companies (Special Provisions) Act 1985 (SICA) based on its audited BalanceSheet as at March 31 2008. BIFR vide its order dated July 14 2011 declared the companyas a sick industrial company in terms of Section 3 (1) (o) of the said Act and appointedIDBI Bank (IDBI) as the Operating Agency (OA) under Section 17 (3) of SICA to formulate arehabilitation scheme. The DRS envisaged various reliefs and concessions from variousstakeholders and induction of strategic investors to fulfill the fund requirements torestart production activities. DRS had accordingly been finalized by the OA and submittedto the BIFR for its consideration. While awaiting sanction of the DRS by the BIFR theBIFR repeal act of 2003 was notified in December 2016 and thus all matters before the BIFRnow stand abated. The management has accordingly revised its fund requirements and isscouting for investors to bring in the required funds for restart of its productionactivities and is hopeful to conclude same in the financial year 2017-18. The managementmay also consider approaching the NCLT to rehabilitate the company.

2. In respect of Liability of Rs. 201.58 Lacs it is related to Local tax includingprevious years. Since the company's production is completed stopped since 2006 and thereis no other source of Income the company could not pay the same. The Management shallapproach to local statutory authorities for settlements.

3. The Call in arrears for Rs. 2.25 Lacs remains to be un-reconciled due to non-availability of requisite old data from Registrar and Share Transfer Agents.

4. No provision for Depreciation on fixed assets has been made after discontinuingoperation of the company since December 2006 as the relevant assets are not in use.

5. No provision has been made for loans and advances amounting to Rs. 110.71 Lacsrepresenting advances given to suppliers deposit with statutory authorities. TDS paymentsas the same are considered to be good and either receivable or adjustable in near future

6. In respect of non-fulfilment of export obligation the Management 0f the Company hadmade an application to the Export Department for the extension of time of 5 years fromthe date of sanction of Rehabilitation Scheme by the BIFR for fulfilment of exportObligation promised.

7. The Share Application Monies were received from the Strategic Investor and Promotersas per the scheme finalised and submitted by the OA to the BIFR. As per the DRS thePromoters and Strategic Investors would have held certain number of shares and percentageholding in the Company subject to the approval of scheme by the BIFR. Now that the BIFRrepeal act has been notified and the Company's matter before the BIFR stands abated and afresh rehabilitation scheme has to be finalised the management is accordingly underdiscussions for allotment of shares subject to the necessary approvals.

Secretarial Audit:

The Company has appointed M/s P. S. Channe & Associates Company SecretariesNagpur as Secretarial Auditors to conduct the Secretarial Audit and Report thereon.Accordingly the Company has received the said report and the said Report is being attachedwith this Directors' Report which is self-explanatory except the following qualificationsmentioned in the report:

1. That Company has not appointed Internal Auditor for the financial year under review.

2. That the Company has not appointed Cost Auditor for the financial year under review.

3. That the Company has not filed MGT 14 for the Financial Results taken on records inthe Board Meeting of the Company.

4. That the Company has received notice from BSE Ltd. for delayed/non-payment oflisting Fees to the Stock exchange for the financial year 2016-17.

5. That the Balance Sheet for the financial year 2016-17 shows Share Application moneyof Rs. 62250000/-. There was no public offer or private placement announcement duringthe year under review.

6. That the Company has not appointed KMP in form of Company Secretary in whole time inemployment and Chief Financial Officer.

7. That the Company has not maintained Common Seal Register as required u/s 12 of theCompanies Act 2013.

8. The Company has not published the notice of Board meeting and Unaudited Financialresults for the quarter March 2016 June 2016 September 2016 and December 2016.

9. That the Factory License under Factories Act has not been renewed and it has beenwithheld by the concerned Authorities.

10. That the Company has not renewed its licenses in respect of Explosives Chemicalsand Boilers.

11. That the pollution related licenses are not renewed.

12. Since the Company's production activity is closed most of the provisions ofapplicable Laws like Labour Laws Environmental Laws Specific Industry related laws etc.are not complied with.

The management review/explanation to above observations is given below:

1. The Company's production activity has been fully stopped from the year 2006-07.There is no sale or purchase activity since then. Only administrative activity iscontinued at Registered Office of the Company. The present size of the working is limitedonly up to administrative work and necessary staff is maintained by the Company. Hence noInternal Auditor appointed. But the Company is having sufficient capacity and work forceto handle the work properly.

2. The Company had received notice from BSE in respect of non-payment of Annual ListingFees. The fees was paid late due to non-availability of funds in time

3. The Share Application Monies were received from the Strategic Investor and Promotersas per the scheme finalised and submitted by the OA to the BIFR. As per the DRS thePromoters and Strategic Investors would have held certain number of shares and percentageholding in the Company subject to the approval of scheme by the BIFR. Now that the BIFRrepeal act has been notified and the Company's matter before the BIFR stands abated and afresh rehabilitation scheme has to be finalised the management is accordingly underdiscussions for allotment of shares subject to the necessary approvals.

4. The Company has not appointed Company Secretary in full time employment norappointed Chief Financial Officer because the Company is sick Company as declared by theHon'ble BIFR and the production activity is also stopped since the financial year 2006-07.The scope of financial transactions is very limited and small in size. The Company hasappointed one person as Manager to look after the financial transactions of the Company.Also the Company has made necessary arrangement to look after the secretarial compliancework on regular basis.

5. Due to non-availability of sufficient fund the management has the policy to publishonly annual results and AGM notice.

6. The Company's production has been stopped since financial year 2006-07 andmanufacturing activity or related work is also discontinued. Hence there is no as suchcompliance relating to pollution control.

7. The Company has completed the procedure of renewal of Factory and other relatedlicenses. But the concerned department has not renewed the license stating there is noproduction activity and will be renewed as soon as the production activity will commence.

Corporate Social Responsibility

The provisions of Corporate Social Responsibility is not applicable to the Company.

Particulars of employees:

The Company does not have any employee whose particulars are required to be givenpursuant to the provisions of Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Conservation of energy technology absorption and foreign exchange earnings &outgo:

As required under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 conservation of energy Technology absorption and foreign exchangeearnings and outgo are nil as there were no operation during the year under review. Onlyadministrative office was working.

Prevention Of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under for prevention andredressal of complaints of sexual harassment at workplace. The Company is committed toproviding equal opportunities without regard to their race caste sex religion colournationality disability etc. All women associates (permanent temporary contractual andtrainees) as well as any women visiting the Company's office premises or women serviceproviders are covered under this Policy. All employees are treated with dignity with aview to maintain a work environment free of sexual harassment whether physical verbal orpsychological.

Acknowledgements:

The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges the dedicated effortsof all the staff and employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-
Place: Nagpur T C KOTHARI
Date: 13h November 2017 CHAIRMAN AND EXECUTIVE DIRECTOR

ANNEXURE A TO DIRECTORS' REPORT

Details of Significant & Material Orders passed by the Regulators courtsTribunals impacting the Company's going Concern status and its Operations in future.

Title/ Facts of the Case Order of the

Court/Judiciary

Authorities

Remark
Application by the Company for rehabilitation of the Company to Hon'ble Board for Industrial and Financial Reconstruction (BIFR) The company had made a reference to the Board for Industrial and Financial Reconstruction (BIFR) in pursuance to the provisions of Section 15 (1) of the Sick Industrial Companies (Special Provisions) Act 1985 (SICA) based on its audited Balance Sheet as at March 312008. BIFR vide its order dated July 14 2011 declared the company as a sick industrial company in terms of Section 3 (1) (o) of the said Act and appointed IDBI Bank (IDBI) as the Operating Agency (OA) under Section 17 (3) of SICA to formulate a rehabilitation scheme. DRS had accordingly been finalized by the OA and submitted to the BIFR for its consideration after making necessary corrections as suggested by the BIFR. Approval of the DRS was awaited in the financial year 201617.

The Board for Industrial and Financial

Reconstructions has been repealed in this financial year.

Yatish Trading Company Private Limited In May 2007 IOB took over possession of the assets of the company under the SARFAESI Act and later assigned its entire loans to Yatish Trading Company Pvt Ltd (YTCPL) in Jan 2008. Meet Mercantile Pvt Ltd (MMPL) entered into a Contract Manufacturing Agreement (CMA) with NEL on 26.12.2007 to purchase the entire production of petrochemicals for a period of 10 years with automatic renewal. MMPL and YTCPL belong to JVG Group. As per the terms of CMA it was also agreed that MMPL or its affiliate would give an additional interest free loan of Rs.12 Crore to NEL. But neither MMPL placed any order on NEL nor MMPL or its affiliate gave the additional interest free loan of Rs.12 cr. In the circumstances NEL filed a civil suit on 9.9.2011 in the High Court of Bombay (Suit No.2685 of 2011) against MMPL and YTCPL claiming damages of Rs. 72.37 Crore (after adjusting repayment of ICD of Rs.30.31 Crore to YTCPL) for the losses incurred and to be incurred by it considering the contract period of 10 years. YTCPL has also subsequently filed a suit (no. 885 of 2013) claiming the iCd with interest The cases to be heard together before the Hon'ble High Court Bombay pending for further hearing

Information as required under Section 134 (3) (m) of the Companies Act. 2013 andCompanies (Accounts) Rules 2014 and forming part of the Directors' Report for the yearended 31st March 2017.

1. Conservation Of Energy

Following energy conservation measures initiated in the earlier years were continuedbut since there was no activity in the year under reference the expenditure and / orconsumption is nil.

i) Greater stress on improved maintenance of all equipments.

ii) Systematic efforts at running services only during periods when they are actuallyrequired.

FORM A

Particular Units Current Previous
Year Year
A. POWER & FUEL CONSUMPTION
1. Electricity
(a) Purchased Units NIL NIL
Total Amount (Rs. in Thousand) NIL NIL
Rate/unit (Rupees) NIL NIL
(b) Own Generation
2. Furnace Oil
Quantity (K. L) NIL NIL
Total amount (Rs. in Thousand) NIL NIL
Average rate (Rupees) NIL NIL
B. CONSUMPTION/TONNE OF
PRODUCTION
Product - Industrial Explosives / Chemicals (Units) NIL NIL
Electricity (Units) NIL NIL
Furnace Oil Litters) NIL NIL

2. Technology Absorption / Adoption & Innovation

Our plant is one of the world's most modern plant manufacturing Chemical for explosiveand fuel related applications. There was no manufacturing activity during the year henceno new efforts were made aimed at absorbing technology and adopting it to Indianconditions. However the efforts made in earlier years continued to exist which includesthe following:

A. Training of local personnel to operate and maintain the plant more efficiently.

B. Modifying compositions for manufacture of products to use cost effective rawmaterials.

C. Development of indigenous spares.

D. Focus on development of new products using indigenously available technology.

E. Development and plantation of various horticulture plants / products with own knowhow.

3. Foreign Exchange Earnings And Outgo:

i. Foreign exchange earned NIL

ii. Foreign exchange outgo NIL