Your directors are pleased to present the 33 Annual Report of the company together withthe audited financial statements of the company for the financial year ended March 312017.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year under review along with previousyear figures is summarized below:
| ||Amount |
|Particulars ||(Rs. in Lakhs) |
| ||2016-17 ||2015-16 |
|Revenue from Operations and other income ||363.57 ||9636.23 |
|Less: Total Expenses ||2061.38 ||12875.80 |
|Profit/(Loss) before Exceptional Items and || || |
| ||(1697.81) ||(3239.57) |
|Tax || || |
|Less: Exceptional Items ||13122.17 ||3858.71 |
|Profit/(Loss) before Tax ||(14819.98) ||(7098.28) |
|Less: Tax Expenses: || || |
|Current ||- ||- |
|Deferred ||- ||- |
|Taxes for earlier years ||- ||- |
|Profit / (Loss) after Tax ||(14819.98) ||(7098.28) |
|Profit & Loss Account (Opening Balance) ||(8362.39) ||(1264.11) |
|Less: || || |
|- Profit/ (Loss) transferred to Special Reserves ||- ||- |
|Surplus/(Deficit) in Statement of Profit & Loss ||(23182.37) ||(8362.39) |
|Earnings per equity share ||(59.04) ||(28.28) |
2. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of section 92(3) read withRule 12(1) of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Aattached to this Report.
3. REVIEW OF COMPANY'S PERFORMANCE STATE OF AFFAIRS OF THE COMPANY AND MATERIAL EVENTSOCCURRING AFTER THE BALANCE SHEET DATE
During the year under review total income of the Company was Rs. 363.57 Lac as againstRs. 9636.23 Lac in the previous year. The Company has suffered a loss for Rs.14819.98 Lacagainst a loss of Rs. 7098.28 Lac in the previous year.
The Company was registered with Board for Industrial and Financial Reconstruction(BIFR) New Delhi vide its letter dated 02.05.2016 as case no 69/2016. After repeal ofSICA 1985 and abolition of BIFR the rehabilitation of the Company / insolvencyresolution will have to be undertaken under the new dispensation of The Insolvency andBankruptcy Code 2016.
The Greater Noida Manufacturing facility of the Company has been under a Lock Out since03.05.2016 consequent to some labour unrest and financial stress. The matter is under thejurisdiction of Assistant Labour Commissioner Noida and the Company is in the process ofgetting the labour issues resolved with the appropriate legal advice. The Company has notprovided for any liability of wages or compensation which may arise after eventualsettlement / adjudication.
Punjab National Bank has issued a notice dtd. 04.10.2016 u/s 13 (2) of SARFAESI Act2002 for recovery of Rs. 418209149/- against their dues upto 04.10.2016. The Bank hasalso issued a possession notice dtd. 07.01.2017 while taking the possession of the GreaterNoida unit situated at D 109 - 112 Industrial Area GNEPIP Site - V Kasna Greater Noidaowned by Tirupati Inks Limited issued a possession notice dtd. 07.01.2017 for taking thepossession of the Duplex House No. 143 Swarnim Vihar Sector - 82 Noida owned by Mr.Sanjiv Agrawal promoter director of the Company and also issued a possession notice dtd.23.02.2017 while taking the possession of the Industrial Plot No. A - 1/33 Co - operativeIndustrial Estate Dada Nagar Kanpur owned by Tirupati Inks Limited.
Punjab National Bank has also issued a possession notice dtd. 23.02.2017 while takingthe possession of the Industrial Plot No. A - 1/29 Co - operative Industrial Estate DadaNagar Kanpur owned by Ramdeo Polysters Private Limited (Corporate Guarantor) and has alsoissued a possession notice dtd. 28.02.2017 while taking the possession of the Jammu unitsituated at Plot No. 267 Lane No. 4 Phase - II SIDCO Industrial Complex Bari BrahmanaJammu owned by Tirupati Inks Limited.
ICICI Bank Limited has filed a civil suit in DRT Delhi on 22.11.2016 against theirrecovery of Rs. 280900685/-.
IDBI Bank Limited has issued a notice dtd. 08.12.2016 u/s 13 (2) of SARFAESI Act 2002for recovery of Rs. 343826277/- against their dues upto 01.12.2016.
Bajaj Finance Ltd has issued an arbitration notice u/s 12 dtd. 25.06.2016 for recoveryof Rs. 2355285/- against their dues upto 07.06.2016. In arbitration case of BajajFinance Limited an award has been passed by the arbitrator on 26.09.2016 against theCompany for payment of Rs. 2364688/-. The Company has filed an appeal against the awardin Greater Noida Court on 11.01.2017.
Arkema France France has issued a statutory notice of demand dtd. 26.08.2016 u/s 433and 434 of the Companies Act 1956 for recovery of USD 34340 against their dues.
Everest Manpower Solutions Private Limited New Delhi has filed a civil suit forrecovery of their dues of Rs. 154465/-. Summon Order dtd. 03.01.2017 issued by Court No.49 Karkardooma Courts Delhi for settlement of issues.
Paras Polymers Private Limited New Delhi has filed a civil suit for recovery of theirdues of Rs. 786108/-. Summon Order dtd. 25.01.2017 issued by ADJ - 02 Patiala HouseCourts Delhi for settlement of issues.
Sanjay Chemicals India Private Limited Mumbai has filed a civil suit in Mumbai forrecovery of their dues of Rs. 647106/-.
The Company has filed a case against R T Packaging Limited Rewari Haryana u/s 138 ofNegotiable Instrument Act for recovery of Rs. 2000000/-.
4. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors met 13 (Thirteen) times on 15.04.2016 21.04.2016 30.04.201630.05.2016 15.07.2016 30.07.2016 12.08.2016 24.08.2016 10.10.2016 17.10.201612.11.2016 14.01.2017 and 14.02.2017 during the year under review as detailed in Point 3of Corporate Governance Report annexed to this report.
5. DIRECTORS' RESPONSIBILITY STATEMENT IN TERMS OF SECTION 134(3)(c) OFTHE COMPANIES ACT 2013
Your directors confirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure.
(ii) Appropriate accounting policies have been selected and applied consistently andhave 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 as at March 31 2017 and profit and lossof the company for the year ended March 31 2017.
(iii) Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) Directors had tried to strengthen the internal financial controls to be followedby the Company but in the absence of adequate and competent staff such internal financialcontrols were had gradually weakened during the year.
(v) The annual accounts have been prepared on the presumption of going concern basis.
(vi) Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws but due to reason such as lock-out insufficient funds lack ofmanpower etc. in the Company as explained aforesaid in this report such systems wereweakened.
6. AUDITORS & AUDIT REPORTS
The Board recommends the name of M/s Nemani Garg Agarwal & Co. [FRN: 010192N]Chartered Accountants for appointment as Statutory Auditors of the company for a term offive years from the conclusion of this Annual General Meeting till the conclusion ofAnnual General Meeting to be held in the year 2022 in place of M/s Shashi Dinesh & Coretire at the ensuing Annual General Meeting pursuant to the provisions of section 139(2)read with Companies (Audit & Auditors) Rules 2014. The Company has obtained acertificate from them to the effect that their re-appointment if made would be inconformity with section 139 and 141 of the Companies Act 2013 and Companies (Audit &Auditors) Rules 2014.
There are qualifications observation or disclaimer in the Audit Report provided by theStatutory Auditors. The management call for further comment as required under section134(3)(f) of the Companies Act 2013. The Auditors Qualification alongwith ManagementComments thereon form part of this report marked as Annexure B.
Pursuant to the provisions of section 204 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 Mrs. GeetaRoy Chowdhury Practicing Company Secretary was appointed to carry out Secretarial Auditof the company. The Secretarial Audit Report forms part of this report marked as Annexure-C.The Comments of management pursuant to qualifications in the secretarial Audit report isannexed with the report.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Pursuant to Section 134(3)(g) of the Companies Act 2013the Company had not made anyLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 during the financial year.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The disclosure related to Related Party Transactions in Form AOC-2 as required underSection 134(3)(h) of the Companies Act 2013 has been provided . Further there was norelated party transaction during the year under review as prescribed under the provisionsof Section 188 and other relevant rules and provisions of the Companies Act 2013.
In view of loss suffered by the Company no dividend has been recommended by the Boardfor the year ended March 31 2017.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE AND THE DATE OF THE REPORT
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company as on 31 March 2017 and the date of this report.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act2013 read with Rule8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are form part of this report marked as AnnexureD.
12. RISK MANAGEMENT POLICY
The Board had framed a Risk Management Policy for the Company in order to detectmitigate and prevent risk both internal and peripheral arising to the Company. Butpresently because of its depleting net worth and mounting losses due to lock out in themanufacturing facilities the company is unable to pay off salary to employees.Consequently almost all the employees have left the organization and none are willing tojoin. In the absence of adequate staff the Board is unable to make regular assessment andmonitoring of the same policy from time to time in order to be at par with changingsituations scenarios and circumstances of the market.
Earlier the Internal Audit Department used to facilitate the execution of RiskManagement Practices in the Company in the areas of risk identification assessmentmonitoring mitigation and reporting. But now consequent to the scarcity of competentstaff the company is unable to follow this policy in true letter and spirit.
13. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company is running under loss since past 3 consecutive years therefore it doesnot fall under the criteria of making contributions towards various activities ofCorporate Social Responsibility as envisaged under Section 135 of Companies Act 2013.
14. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the business of the company during the year.
15. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
There have been changes in the Board of Directors during the year under review.
Mrs. Rekha Verma (DIN: 07550927) appointed as an additional director on the Boardof Company w.e.f. 10.10.2016 not liable to retire by rotation in the ensuing AnnualGeneral Meeting. The Board has received the declaration as required under Section 164(2)of the Companies Act 2013 affirming that she is not disqualified for being appointed asdirector of the company. The Board hereby recommends the said appointment for yourapproval. As required pursuant to the provisions of Regulation 36(3) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 a brief resume of Mrs. RekhaVerma nature of her expertise other details etc. forms part of the Corporate GovernanceReport annexed herewith.
Mr. Ramesh Chandra Verma (DIN : 07824570) has been appointed as an Independentdirector on the Board of the Company w.e.f. 05.06.2017.
Mr. Ram Shankar Agrawal (DIN: 02238676) Mrs. Deepa Verma (DIN: 02595916) & Mr.Satish Singhal (DIN: 01631674) resigned from the board of Directors on 30.04.201617.10.2016 and 08.06.2017 respectively.
The company has received declaration from all the Independent Directors that they meetthe criteria of Independence as envisaged under the provisions of Companies Act 2013 readwith SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
16. ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND DIRECTORS
The company had devised a policy for performance evaluation of the individualdirectors board and its committees which included criteria for performance evaluation.The Board has done the evaluation as per the criteria prescribed in the policy.
17. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee of the Board has devised a policy forselection and appointment of Directors Key Managerial Personnel's and Senior ManagementEmployees and their remuneration. The committee has formulated the criteria fordetermining qualifications positive attributes and independence of a director. The policyon the above is attached marked as Annexure-E.
18. CORPORATE GOVERNANCE
The company is trying to comply with corporate governance standards as envisaged undervarious provisions of the Companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
A certificate from Secretarial Auditor of the Company Mrs. Geeta Roy ChowdhuryPracticing Company Secretary conforming partial compliance to the conditions of CorporateGovernance as stipulated under para E of Schedule V of SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015 is enclosed to this reportand marked as Annexure-F.
19. VIGIL MECHANISM
The Company in order to provide mechanism to disclose any unethical and improperpractices or any other alleged wrongful conduct or matter of concern in area of accountsfinance management operations employment or any other misconduct in the Company hadlaid down a Vigil Mechanism also known as Whistle Blower Policy to deal with the instanceof fraud and mismanagement if any.
20. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY
The Company neither has any Subsidiary or Associate Company nor it has entered into anyJoint Venture during the year under review. Thus the particulars of Subsidiary/ Associate/Joint Venture of the company as required pursuant to the provisions of section 129(3) ofthe Companies Act 2013 are not required to be provided in this regard for the year underreview.
The company has not accepted any deposit from public during the year under review asenvisaged under the provisions of Section 73 of the Companies Act 2013.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
There had been no significant or material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company.
23. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENT RULE 8 OF COMPANY (ACCOUNTS) RULES 2014}
The Company had formulated an adequate Internal Financial Control System commensuratewith the operations of the company including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information and to monitor and ensure compliance with applicable lawsrules and regulations. But presently because of its depleting net worth and mountinglosses the company is unable to pay off salary to employees. Consequently almost all theemployees have left the organization and none are willing to join. Therefore in theabsence of competent staff internal financial control system has gradually weakened.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required by Schedule V of Regulation34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations) 2015 formspart of the Annual Report marked as Annexure-G.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures to be provided pursuant to section 197(12) of the Companies Act 2013read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been provided herewith marked as Annexure-H.
26. FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT 2015)
The Company has adopted best practices for fraud prevention and it followsconfidential anonymous reporting about fraud as defined under section 447 of theCompanies Act 2013 or abuse to the appropriate responsible officials of the Company. Nofraud on or by the company has been reported by the Statutory Auditors.
27. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS SWEAT EQUITY ESOS ETC
The company has passed no scheme for issue of equity shares based upon Employee StockOption. Hence the disclosures as required pursuant to Rule 12(9) of Companies (ShareCapital & Debentures) Rules 2014 is not applicable to the company for the year underreview.
28. DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hadadopted a policy on prevention prohibition & redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at workplace(Prevention Prohibition And Redressal) ACT 2013 and the rules there under.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard efforts dedication and commitment. The Directors also express its gratitude tovarious Government/Regulatory authorities shareholders customers vendors bankers andall other business associates for their continued support extended to the Company duringthe financial year ended March 31 2017 and look forward for the same in the years tocome.