DIRECTOR'S REPORT TO THE MEMBERS 1. Your Directors are pleased to present the Twenty Eighth Report together with the Audited Statement of Accounts for the year ended 31st March 2015. 2. SHARE CAPITAL The Authorized Share Capital of the company as on 31st March 2015 was Rs. 75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The issued& subscribed capital as on same date was Rs. 53, 11, 74,250 divided into 5, 31, 17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2015 remained Rs.5255.57 lacs. During the year under review the authorized, issued, subscribed and paid up capital of the company remained unchanged. 3. DIVIDEND Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same. 4. OPERATIONS: The Engineering Division at Mathura is partially in operation and executing the works with own raw materials as well as on job work basis for Power Plant, Cement Plant, Sugar Plants and for other industrial units. Part of manufactured jobs were meant for export. During the year, we have added few machines in the workshop. Regular maintenance was being carried out from time to time of all the plant and machinery to ensure the smooth operation. The management is planning to add some more machinery so that some value addition orders can be executed which will increase the rofitability of the company. The company has booked the orders for the next financial year about to Rs.40.00 crores. With regards to TPE Plant of the company which remained closed since 1999 and even though sufficient care has been taken to maintain the plant but due to passage of time heavy corrosion has happened and as the TPE plant is hazardous in nature, company has decided to appoint an independent agency like EIL to conduct health check up of the TPE plant. Upon receipt of the health check up report, company will decide future course of action either to refurbish the p^nt or to dismantle the same. Members are aware that the company is sick Industrial undertaking and its rehabilitation scheme is pending before BIFR. The OTS proposal of -Rs. 82 crores has been accepted by all the secured lenders except Central Bank of India. Therefore, in compliance to the OTS offer, company has paid Rs. 70.97 crores (being 100% principal OTS amount) + interest of Rs. 12.12 crores (being 100% amount) on account of delayed payments to 27 consenting lenders out of 28 lenders which are approx 87% in value as on 31st March, 2015. However, discussion with non - consenting lender i.e. Central Bank of India is in progress. Further, as directed by Hon'ble BIFR vide its order dated 27th January, 2015 company has filed its updated Draft Revival-Cum-Reverse-Merger-Scheme (DRS) before the Hon'ble BIFR and IDBI (O.A.) for speedy rehabilitation of the company. Further, directed IDBI (O.A.) to proceed with preparation of a fully tide up DRS and submit the same to the bench for further examination and circulation. Therefore, in pursuance to the above said order IDBI (O.A.) has called for the Joint Meeting of the lenders on 08.05.2015 for finalization of the rehabilitation scheme (DRS) as directed by Hon'ble BIFR. The official of the company have attended the meeting and have discussed the DRS. However, the main application of revival is still pending before Hon'ble BIFR. Meanwhile, Hon'ble Delhi High Court vide its order dated 29th April, 2015 allowed our Writ Petition and set aside AAIFR order dated 14th May, 2013 and remanded back the matter to Hon'ble BIFR for further proceedings. 5. MANAGEMENT: Company is managed by well qualified, experienced professionals guided by the Board of Directors. 6. DIRECTORS: 2013, It is proposed to appoint Mr. S. P. Banerjee and Mr. S.K.Gupta as independent Directors to hold office for a term of 5 (Five) consecutive years from the conclusion of this Annual General Meeting, not liable to retire by rotation. 6.1.2 Pursuant to provisions under section 152 of the Companies Act 2013, it is proposed to appoint Mr. K. S. Nalwaya as Non Executive Director liable to retire by rotation. 6.1.3 Mrs Sherly Filomena Da costa Gonsalves Wagh ,Who was appointed as an additional Director on 13-05-2015, shall vacate the office of Director on the ensuing Annual General Meeting. It is proposed to appoint her as Non Executive Director liable to retire by rotation. None of the Directors of the company are disqualified for being appointed as Directors as specified under section 164 of the Companies Act, 2013. Your Directors recommend the re-appointment of the aboveDirectors. 7. DIRECTOR'S RESPONSIBILITY STATEMENT In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record I) That in preparing the Annual Accounts, all applicable accounting standards has been followed. ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review. iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities. iv) That the Annual Accounts have been prepared on a going concern basis. v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 8. VIGIL MECHANISM Company has suitable vigil mechanism to deal with instances of fraud and mis management if any. 9. EXTRACT OF ANNUAL RETURN As required under section 92 (3) of the Companies Act 2013 the extract of Annual Return in form MGT-9 is annexed. 10. CORPORATE GOVERNANCE Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement. Code of Conduct as applicable to the directors, Key and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews. A separate Report on Corporate Governance is attached as a part of the Director's Report. 11. EMPLOYEE RELATIONS Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company. 12. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC. As the TPE plant at Nagothane has been closed for more than a decade, therefore, details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs. No R & D is being carried on at present and the imported technology has been fully absorbed. The details about foreign exchange earnings and outgo are given in the Notes to Accounts 13. DEMATERIALISATION OF SHARES The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2015 total 42.03% of the equity share of the company has been dematerialized. 14. LISTING OF SHARES AT BSE Shares of the Company are listed on Bombay Stock Exchange and are being traded there. 15. AUDITORS M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The comments by the Auditors in their Report are self-explanatory and, in the opinion of the Board, do not require any further clarifications. 16. COST AUDITORS M/s. K.S.Bhatnagar and Associates Cost and Management Accountants New Delhi, had been appointed as Cost Auditors of the Company for the financial year 2014-15 they will submit their report to Dept. of Company Affairs in prescribed time 17. SECRETARIAL AUDITORS Ruchita S. Suryavansi Whole Time Practicing Company Secretary Mumbai, had been appointed as Secretarial Auditors for the Financial Year 2014-15. Their report is annexed herewith. 18. ACKNOWLEDGMENT Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government ,State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support. For and on behalf of the Board of Directors M. V. CHATURVEDI Chairman (Din:0863310) Place: Mumbai Dated:13th May 2015 |