ROPLAS (INDIA) LIMITED
ANNUAL REPORT 2000-2001
Your Directors present the Thirty Fifth Annual Report together with the
audited accounts for the year ended 31st March, 2001.
Your Company's net sales declined to Rs.226.75 lacs (previous year -
Rs.910.43 lacs). On August 8, 2000 unionised category workers accepted
Company's Voluntary Retirement Scheme and manufacturing activity of the
Company was suspended thereafter. To part finance the outgo on account of
the Voluntary Retirement Scheme the Company has sold its land and building.
Since manufacturing operations of the Company remain suspended there is no
sales Income during the current year.
Company offered to its Fixed Deposit holders to prepay all the outstanding
deposits in view of the state of affairs of the Company During the year
under review Company has repaid deposits of Rs. 20.95 lacs and there were
nine unclaimed deposits outstanding as on 31st March, 2001 amounting to Rs.
80,000/- out of which two deposits amounting to Rs.10,000/- have since been
paid. Outstanding Fixed Deposits with the Company as on 31st March, 2001
amounted to Rs. 2.15 lacs (Previous year Rs.23.10 lacs) and these relate to
the deposit holders who have failed to avail of the Company's offer of
Energy Conservation, Technology Absorption and Foreign Exchange Earnings
Since Company has suspended its manufacturing operations these provisions
are presently not applicable.
Particulars of Employees:
None of the employees is covered under the Provisions of section 217(2A) of
the Companies Act, 1956.
Mr. R.K.Kulkarni and Mr. A.E.Durante resigned as Directors of the Company
on 28th March, 2001. Your Directors wish to place on record the valuable
contribution made by Mr. R.K.Kulkarni and Mr.A.E.Durante during their
tenure as Directors of the Company.
Mr. V.K.Garg; Mr. S.J.Marshall and Dr.B.H.Wadia retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for re-
M/s A.F.Ferguson & Company Chartered Accountants, Mumbai, retire as
Auditors of the Company, and have given their consent to re-appointment.
The shareholders will be requested to appoint auditors for the current year
and to fix their remuneration.
Compliance Certificate under provision to sub-section (1) of Section 383 A
of the Companies Act is enclosed as Annexure "A".
Directors Responsibility Statement
Directors hereby state that :
1. In preparation of the annual accounts, the applicable accounting
standards had been followed, along with a proper explanation relating to
2. The Directors had selected such accounting policies and applied them
consistently and made judgement 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 year.
3. The Directors had 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.
4. The Directors had prepared the annual accounts considering that Company
is no more a going concern.
For and on behalf of the Board of Directors
Mumbai, B.M. KATARIA
28th June, 2001 CHAIRMAN
ANNEXURE 'A' TO THE DIRECTORS' REPORT.
COMPLIANCE CERTIFICATE for the financial year from 01/04/2000 to 31/03/2001
(Rule 3, The Companies (Compliance Certificate) Rules 2001)
ROPLAS (INDIA) LIMITED
We have examined the registers, records, books and papers of Roplas (India)
Limited (the Company) as required to be maintained under the Companies Act,
1956. (the Act) and the rules made thereunder and also the provisions
contained in the Memorandum and Articles of Association of the Company for
the financial year ended on 31st March, 2001. 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 the rules
made thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure
'B' to this 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 thereunder.
3. The Company, being a public limited company, has the minimum prescribed
4. The Board of Directors duly met Seven times respectively on 22-05-2000,
28-07-2000, 17-05-2000, 29-09-2000, 31-10-2000, 29-01-2001, 28-03-2001 in
respect of which meetings proper notices were given and the proceedings
were properly recorded and signed in the Minutes Book maintained for the
5. The Company closed its Register of Members from 28-09-2000 to 29-09-2000
and necessary compliance of section 154 of the Act has been made.
6. The annual general meeting for the financial year ended on 30-03-2000
was held on 29-09-2000 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. No Extra Ordinary Meeting was held during the financial year.
8. 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 duly complied with the provisions of section 297 of the
Act in respect of contracts specified in that section.
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 or Central Government.
12. The Company has not issued any duplicate certificates during the
13. The Company has,
(i) delivered all the certificates on allotment of securities and on
lodgement thereof for transfer/ transmission or any other purpose in
accordance with the provisions of the Act.
(ii) The Company has not deposited any amount in a separate Bank Account as
no dividend was declared during the financial year.
(iii) The Company has not posted warrants to any member of the Company as
no dividend was declared during the financial year.
(iv) Duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. There was no
appointment of additional directors, alternate directors and directors to
fill casual vacancy during the financial year.
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
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 thereunder.
19. The Company has not issued any shares, debentures or other securities
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. The Company has complied with the provisions of section 58A and 58AA
read with Companies (Acceptance of Deposit) Rules, 1975 / the applicable
directions issued by the Reserve Bank of India/any other authority in
respect of deposits accepted by the Company during the year and the Company
has filed the return of deposits with the Registrar of Companies and
Reserve Bank of India on 29-06-2000.
24. The amount borrowed by the Company from directors, members, public
financial institutions, banks and others during the financial year ending
31-3-2001 is within the borrowing limits of the Company and that necessary
resolutions as per section 293(1)(d) of the Act have been passed in duly
convened annual general meeting.
25. The Company has not made any loans or advances or given guarantees or
provided securities to other bodies corporate and consequently no entries
have been made in the register kept for the purpose.
26. The Company has not altered the provisions of the memorandum with
respect to the situation of the Company's registered office from one 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.
30. The Company has not altered its articles of association during the
31. There was no prosecution 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 Company has deposited both employees and employers contribution to
Provident Fund with prescribed authorities pursuant to section 418 of the
Place: Pune, Name of the Company
Date : 25th June, 2001 Secretary : I U THAKUR
C.P. NO : 1402
ANNEXURE 'A' TO THE COMPLIANCE CERTIFICATE.
REGISTERS AS MAINTAINED BY THE COMPANY
1. Register of members u/s 150(1)
2. Register of Directors u/s 303(1)
3. Register of Directors shareholding u/s 307(1)
4. Register of Contracts u/s 301(1)
5. Register of Investments u/s 372(6)
6. Board meeting minutes u/s 193(1)
7. Annual General Meeting & Extra
Ordinary General Meeting minutes u/s 193(1) & u/s 196(1)
8. Copy of every instrument creating
charge requiring registration u/s 136
9. Register of Charges u/s 143(1)
10. Copies of Annual Returns Section 159 & 160
11. Books of Accounts Section 209
12. Register of Deposits Companies (Acceptance of
Deposits) Rules, 1975.
ANNEXURE 'B' TO THE COMPLIANCE CERTIFICATE.
FORMS AND RETURNS AS FILED BY THE COMPANY WITH REGISTRAR OF COMPANIES,
REGIONAL DIRECTOR, CENTRAL GOVERNMENT OR OTHER AUTHORITIES DURING THE
FINANCIAL YEAR ENDED ON 31-03-2001.
1. Form No. 32 filed u/s 303 for Resignation of Company Secretary on 04-04-
2. Return of Deposits filed u/s 58A read with (Acceptance of Deposit) Rules
1975 on 29-6-2000.
3. Balance Sheet for 1999-2000 filed on 10-10-2000 u/s 220.
4. Form No. 23 filed u/s 192 and u/s 2931(a) and (d) and for sale/ mortgage
of undertaking and increase in borrowing powers of the Company.
5. Annual Return as on 29-09-2000 filed on 6-11-2000 u/s 159.
6. Form No. 32 filed u/s 303 for Resignation of Directors on 30-03-2001.