UNIROLL LEATHER INDIA LIMITED
ANNUAL REPORT 2009-2010
Uniroll Leather India Limited.
Your Directors have pleasure in presenting the Eighteenth Annual Report
together with the Audited Accounts of your Company for the year ended 31st
1. FINANCIAL AND WORKING RESULTS:
The financial position of the company as on 31st March, 2010 is as under:
(Rs. In Lacs)
Turnover 0 0
Other Income 0 0
Total Income 0 0
Total Expenses during the year 1,77,956 2,10,447
F.B.T. 0 1,887
Balance b/f from previous year (8,67,96,042) (8,65,83,708)
Net Profit / (Loss) (8,69,73,998) (8,67,96,042)
The company continued to face financial and other problems during the year.
2. FUTURE PROSPECTS:
Your Directors are putting their best efforts to take up suitable business
and other commercial activities beneficial to the company.
3. MANAGEMENT DISCUSSION AND ANALYSIS
i) INDUSTRY STRUCTURE AND DEVELOPMENT:
The company has sold its assets to pay its creditors. It is in the process
of taking suitable steps in the interest of the company in view of
prevailing industrial environment.
ii) OPPORTUNITIES AND THREATS
Taking into consideration the company's financial health and change in
human needs, the suitable opportunities to develop are being enquired. The
inflationary trend, fluctuations in the national and international market,
change in consumer behavior and technological obsolences, it is difficult
to survive in the market.
iii) SEGMENTWISE OR PRODUCTWISE PERFORMANCE:
The company has only one reportable business segment. Hence, no further
disclosure is required under AS-17 on segment reporting.
Due to unavoidable problems, the company's performance has not been
v) RISKS AND CONCERNS:
The company despite of its best efforts for so many years could not get
desired results. One of the creditors has filed petition for winding-up of
the company in the Hon'ble High Court, Mumbai. The company is yet to pay
vi) FINANCIAL PERFORMANCE:
The company's financial performance during the year remained unsatisfactory
as the company earned nothing and unavoidable expenses are being done by
taking unsecured loan from the promoters.
vii) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIES;
The company has adequate system of internal controls to provide reasonable
* The assets have been safe guarded and protected against loss from
unauthorised use or dispossession.
*The transactions are authorized, recorded and reported properly.
* The accounting records are properly maintained and financial statements
In addition to the above, the company has appointed Audit Committee to
check, control and review the system.
viii) HUMAN RESOURCE DEVELOPMENT:
The company has an of employee for making various compliances and provides
him all possible opportunities for development and better prospects.
ix) CAUTIONARY STATEMENT:
Statements in this report on Management's Discussion and Analysis
describing the Company's objectives, projections, estimates, expectations
or predictions may be 'forward looking statements' within the meaning of
applicable securities laws or regulations.
These statements are based on certain assumptions and expectations of
future events. Actual results could differ materially from those expressed
or implied. Important factors that could make a difference are availability
of raw materials, changes in Government regulations, regimes, economic
developments within India and other factors. The company assumes no
responsibility to publicly amend, modify or revise any forward looking
statement on the basis of any subsequent developments, information or
4. REPAYMENT OF LOANS:
The company is yet to pay some of the lenders. One of the lenders of the
company has filed winding-up petition in the Hon'ble High Court, Mumbai for
realization of amount/winding-up of the company. The company is defending
5. PUBLIC ISSUE:
The company is yet to receive Allotment Money from some of the
6. FIXED DEPOSIT:
The company has not invited any deposit during the period under report
Under Section 58A of the Companies Act, 1956 and rules framed thereunder.
7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Particulars in respect of conservation of energy, technology absorption and
foreign exchange earnings and outgo, pursuant to Section 217 (1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars in
the report of Board of Directors) Rules, 1988, are given hereunder :-
A. Energy - NIL Conservation
B. Technology - NIL absorption
C. Foreign Exchange - NIL Earning and outgo
8. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) OF THE
COMPANIES ACT, 1956:
Provisions of Section 217 (2A) of the Companies Act, 1956 and rules framed
thereunder are not applicable as no employee of the company was in receipt
of the prescribed remuneration during the year. Hence, the statement of
particulars is not annexed.
The company has one number of experienced and dedicated employee to
discharge essential routine responsibilities. The industrial relations have
always been excellent. The company is passing through its hard days and is
not in a position to bear the burden of Company Secretary as required under
section 383-A of the Companies Act, 1956. The company seeks advice from
Company Secretary in practice time to time.
Shri Rajendra Prasad Agarwal retires by rotation at the ensuing Annual
General Meeting of the company and being eligible offers himself for
reappointment. None of the Directors was disqualified u/s 274(1)(g) of the
Companies Act, 1956 as at the end of the year.
11. DIRECTORS'COMMENTS ON AUDITOR'S REPORT:
The auditor's observations and corresponding accounting policies and notes
on accounts are self explanatory and do not call for further
clarifications. As regards point no. 2(d) of the Auditor's Report, the
company has one number of employee to carry out routine work. The amount
involved against retirement benefits etc is negligible. It will be
accounted for as and when it will be paid.
12. INFORMATION UNDER CLAUSE 43 OF THE LISTING AGREEMENT:
Due to the reasons beyond control, the company could not adhere to the
projections made in the prospectus.
13. LISTING OF EQUITY SHARES:
The company's Equity Shares are listed with the Stock Exchanges at Mumbai,
Delhi, Kolkata and Kanpur in U.P. The trading of company's shares is nil at
ail the Stock Exchanges. As your company is passing through its hard days,
it has made payment of Annual Listing Fee upto 2001-2002 to the Stock
Exchange, Mumbai only. The company's shares have been put under 'Z'
category by the said stock exchange.
14. INVESTORS' SERVICES:
The Board of Directors of the company has formed shareholders/investors
grievance committee to settle on priority basis within the time prescribed,
the grievances, if any, of the shareholders/investors. The committee
settles grievances of the shareholders/investors suitably. The company as
per the directions of the Hon'ble office of SEBI and as per the listing
requirements applied to Central Depository Services (India) Ltd. (CDSIL)
for dematerialisation of its shares but the CDSIL did not allow the
dematerialization of company's shares. The company has sent representations
to Hon'ble office of SEBI and the stock exchanges in the matter.
15. CORPORATE GOVERNANCE:
The necessary detail as per Clause 49 of the Listing Agreement executed
with the Stock Exchanges alongwith company's Auditors' Certificate is
16. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm:
i. That in the preparation of annual accounts, the applicable accounting
standards have been followed, alongwith proper explanation relating to
ii. That they have selected such accounting policies and applied them
consistently and made judgements 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 & Loss Account
of the company for that period;
iii. That they 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 the company and for
preventing and detecting fraud and other irregularities; and
iv. that they have prepared the annual accounts on a going concern basis.
17. CASH FLOW STATEMENT:
As required under clause 32 of the Listing Agreement executed with the
stock exchanges, Cash Flow statement is attached to the Balance Sheet.
M/s Mohan & Co., Chartered Accountants, Lucknow, the Statutory Auditors of
the company, retire at the conclusion of the ensuing Annual General Meeting
of the company and being eligible, offer themselves for reappointment.
Your Directors take this opportunity to record their deep sense of
gratitude for the valuable support and co-operation from all concerned.
Your Directors also wish to place on record their sincere appreciation of
the devotion and dedicated efforts of employee at all levels.
Your Directors sincerely thank the Shareholders for the confidence reposed
by them in the company.
FOR & ON BEHALF OF THE BOARD
Place : Lucknow R.P.AGARWAL R.P.Singh
Dated : 3rd July, 2010 Director Director