| Dear Shareholders,
It gives us immense please to present the Twenty Second (22nd) Annual
Report on the business and operations of your Company for the year
ended March 31, 2012. This report has been finalised on date and takes
into consideration all developments subsequent to the closing of the
aforesaid financial year for appraisal of the shareholders.
1. Financial results:
The Management of your Company is making efforts to finalise the
detailed plans to refurbish the production operations so that the plant
operations can recommence at the earliest.
The accounts of your Company for the financial year ended March 31,
2008, March 31, 2009 and March 31,2010 could not be finalised as the
Company was not in operations and had no employee in the Company to
update accounting and other records and also, in absence of some
accounting records not available with the Managing Director of your
Company. The annual general meetings for the aforesaid three years was
held during financial year 2011-12 which was beyond the statutory time
provided for the same. The default in filing the annual accounts and
holding the annual general meetings for continuous period of three
years have rendered persons, who held office as directors of the
Company on expiry of the due date forfiling such final accounts and
annual returns, ineligible to be appointed as directors in any other
public company in terms of the provisions of section 274(1} (g)of the
Companies Act, 1956.
Your Company has during the year, filed its Annual Accounts for the
aforesaid financial years and 2010-11 with the Registrar of Companies.
The Annual Returns for all these years could not be filed due to non
existence of Director Identification Number (DIN) of two of its
Directors, Mr. Raja Karnam and Mr. Keshav Rao. The management of your
Company has taken up this matter with these Directors and is persuading
them to obtain their DIN at the earliest so that the Annual Returns are
regularised.
The financial performance of your Company for the year ended March
31,2012, are as under:
For the year
ended For the year
ended
March 31, 2012 March 31, 2011
(Rs.) (Rs.)
Turnover - -
Depreciation for the year 25,45,317 25,45,317
Loss for the year (54,57,037) (3,42,94,291)
Adjustment for Extra Ordinary Item - 8,62,70,068
Profit/(Loss) after Extra
Ordinary item (54,57,037) 5,19,75,777
During the year under report, your Company did not record any turnover
as there were no operations carried out by your Company.
2. Rehabilitation Scheme
The Rehabilitation Scheme submitted by your Company before Hon'ble
Board for Industrial and Financial Reconstruction (BIFR), as
constituted under the provisions of the Sick Industrial Companies
(Special Provisions) Act, 1985 (SICA) was sanctioned by the Hon'ble
BIFR on July 2, 2010. The salient features of the rehabilitation scheme
are:
- Settlement of dues of Bank of India, the sole secured creditor, on
One Time Settlement (OTS) basis;
- De-rating the existing equity Share Capital by 50% by writing off
part of accumulated losses of the Company of like amount;
- Investment by ANC Holding LLC, a limited liability Company
registered in the Emirate of Dubai, United Arab Emirates, to the extent
of 51.96% of paid up equity capital of the Company, as a Strategic
Investor which investment will increase to 75% of equity share capital of
the Company.; and
- Reliefs and concessions from various Government Departments;
The Sanctioned Rehabilitation Scheme (Sanctioned Scheme) of your
Company envisages induction of fresh equity to the tune of
Rs.7,21,20,000 and issue of 1,44,24,000 equity shares of Rs.5/- each
fully paid up, to ANC Holdings LLC, the strategic investor. ANC
Holdings LLC is a limited liability company registered in the Emirate
of Dubai, United Arab Emirates, engaged in multi faceted business
activities including, amongst others, production of ready to eat food
items, construction, education and steel manufacturing and trading. In
terms of the Sanctioned Scheme, the outstanding dues of Bank of India
were settled on OTS basis for Rs. 3,25,00,000, which payment was met
out of funds provided to your Company by ANC Holdings LLC.
3. Note on Land
Attention is invited to Note No. 22 appearing in the audited financial
statements of the Company for the years ended up to March 31,2002,
which reads as under:
"The land acquired by the Company was earlier standing in the name of
the Directors. Out of said land a major part on which factory building
and other structures are constructed has been transferred in the name
of the Company vide Sale Deed executed and lodged for registration with
the Sub- Registrar, Vadgaon Maval on 14th May, 1997. The Directors
undertake to transfer the balance vacant land in the name of the
company after necessary legal and procedural formalities are completed"
(Italics provided).
Your Directors wish to explain that the factory land situated at Gat
No. 408 & 415 of village Ozarde, Taluka Maval, District Pune,
Maharastra, cost wherefore was paid by the Company, was earlier
standing in the name of former and present Directors of the Company,
viz. Gulam Harianawalla, Asif Harianawalla and Nitin Kiwalkar, out of
which a major part on which factory building and structures are
constructed has been transferred in the name of the Company post
completion of necessary legal and procedural formalities, and
conveyance deed therefore was executed and lodged for registration with
the office of Sub-Registrar, Vadgaon, Maval, Pune, Maharastra, on May
14,1997.
On discovery of the aforesaid facts, the Management has initiated
necessary steps to secure the completion of applicable formalities for
transfer of the remaining land in favour of the Company.
The Management was concerned to discover that the above fact did not
find mention in the Notes forming part of Financial Statements of the
Company for the years ended March 31,2005, March 31, 2006 and March
31,2007, which statements had been finalised priorto sanction of the
rehabilitation scheme by the Hon'ble Board for Industrial and Financial
Reconstruction (BIFR) in June, 2010 whereby the Management took over
control of the affairs of the Company. Arising out of omission of the
afore stated in Note in the aforesaid 3 (three) financial statements,
this Note did not find mention in the financial statement finalised by
the Management for the year ended March 31,2008, which had since been
approved at the meeting of Members of the Company, and also in the
financial statement for the year ended March 31, 2009 and March 31, 2010
as the same were approved by the Board of Directors prior to the
aforesaid discovery.
The Directors had explained the above facts in their Reports on
financial statements for the years ended March 31,2009 and March
31,2010. The aforesaid note was also incorporated as Note no. 2(g) of
Notes to Accounts to the financial statement as at March 31, 2011 is
also part of Note no. 9 of Notes to Accounts to the financial
statements as at March 31,2012.
4. Petition filed with Company Law Board
The registered office of the Company is situated at the land belonging
to Riverdale Farms Private Limited, Village Somatne, Talegaon Dabhade,
Pune (for short "RFPL"). The books of account, records and
documents of the Company for certain earlier years are lying in the
registered office access to which has not been available. The land
whereat the manufacturing facilities of the Company are situated was
purchased by individuals who are present and former directors of the
Company out of funds provided by the Company. Out of total land
measuring about 11 acres and 32 guntas, land measuring about 1 acres
and 26 guntas is pending transfer in favour of the Company.
Mr. Gulam Harianawalla, Managing Director of the Company and ANC
Holdings LLC., both holding 52.23% of the equity capital of the Company
filed petition before the Hon'ble Mumbai Bench of the Company Law Board
seeking directions, amongst others, to RFPL and its directors to allow
access to the office and records and documents of the Company and
directions to the present and former directors of the Company to
transfer of 1 acre and 26 guntas of land in favour of the Company. The
Hon'ble Company Law Board vide order dated 19.07.2012 has allowed
access to the records and documents of the Company and restrained the
registered holder of land from alienation of the same.
5. Share Capital
In terms of the Sanctioned Scheme, as approved by the Hon'ble BIFR, r
each equity share of your Company has been derated from Rs. 10 per
share to Rs.5 per share, thereby resulting in reduction of issued
capital by Rs. 2,40,40,000, and (ii) the partly paid up shares stand
cancelled.
As on date, the Strategic Investor has inducted Rs. 4,27,53,949 into
your Company in accordance with the terms of the Sanctioned Scheme, out
of which a sum of Rs. 2,59,60,000 has been appropriated towards share
capital of your Company by issue of 51,92,000 fully paid equity shares
of Rs. 5 each, at par, and the balance amount is held as Share
Application money for which new equity shares will be issued to the
Strategic Investor in due course.
The Authorized Capital of your Company is now Rs. 9,70,00,000 divided
into 1,94,00,000 equity shares of Rs.5 each.
6. Directors
Mr. Keshav Rao, director of your Company, retires by rotation at the
ensuing annual general meeting, and being eligible offers himself to be
reappointed as director.
Subject to the approval of shareholders of the Company, Mr. Gulam
Harianawala is proposed to be reappointed as Managing Director for a
further period of3 years with effect from October 22, 2012. The
requisite resolution of shareholders is being included in the notice of
Annual General Meeting for approval of the shareholders of the Company.
7. Fixed Deposits
Your Company has not invited or accepted any fixed deposits from public
in terms of provisions of Section 58-A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975and, as such, no
amount of principal or interest was outstanding as payable as on the
balance sheet date.
8. Insurance:
Your Company is initiating steps to insure its Building, Plant and
Machinery and other critical assets.
9. Directors' Responsibility Statement under section 217(2AA) of the
Companies Act, 1956:
The Board of Directors hereby confirms and accepts the responsibility
for the following in respect of the audited annual accounts for the
financial year ended March 31,2012:
(i) that in the preparation of the annual accounts, the applicable
accounting standards read with requirements set out under Schedule VI
to the Companies Act, 1956, had been followed along with proper
explanation relating to material departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgments 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
loss of the Company for the year ended on that date;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(Also refer to para 4 hereto before)
(iv) that the directors had prepared the annual accounts on a going
concern basis.
10. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
a) There was no generation/consumption of energy as the plant had no
operations during the year.
b) There was no instance of technology absorption during the year as
the plant was closed during the year.
c) There were no foreign exchange earning and outgo during the year.
11. Particular of Employees:
me Board of Directors here by confirms that during the financial year
2011-12, here was no employee in the Company who was employed
throughout the year or for a part of the year, whose particulars are
required to be given in terms of Section 217(2A) of the Companies Act,
1956 read together with the Companies (Particular of Employees) Rules,
1975.
12. Management's Discussion and Analysis
The Management Discussion and Analysis Report as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges, is
presented in a separate section and forms part of this Report.
13. Corporate Governance Report
Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. Certificate from the
Statutory Auditors of the Company, M/s. B. Bhushan & Co, Chartered
Accountants on the said report is also annexed to the Report on
Corporate Governance.
14. Auditors and Auditors' Report
B. Bhushan & Co., Chartered Accountants, was appointed as auditors of
the Company to audit the books of account of the Company for the year
ended March, 2012. They hold such office upto the ensuing Annual
General Meeting of your Company and being eligible have offered
themselves for reappointment to the said office.
The Auditors of your Company have expressed certain qualifications in
their report on the accounts of your Company and in the report on the
corporate governance of your Company. The qualifications in report on
accounts are self-explanatory and the qualifications in report of
corporate governance will be addressed during the current year.
As there were no operations carried on by your Company during the
relevant financial year and also, in absence of certain accounting
records which were not available with the Managing Director of the
Company, the accounts for the relevant financial year have been drawn
up on basis of available records and the information as available with
the Board of Directors of your Company. Your Board is taking measures
to suitably address the shortcomings.
Your Company has during the year, filed its Annual Accounts for the
financial years 2007-08,2008- 09,2009-10 and 2010-11 with the Registrar
of Companies. The Annual Returns for these years could not be filed due
to non existence of Director Identification Number (DIN) of two of its
Directors, Mr. Raja Karnam and Mr. Keshav Rao. The management of your
Company has taken up this matter with these Directors and is persuading
them to obtain their DIN at the earliest so that the Annual Returns are
regularised.
The Company shall take such steps in accordance with legal advice to
secure removal of disqualification of its directors rendered by the
provisions of section 274 (1) (g) of the Companies Act, 1956.
15. Stock exchange compliances
Your Company has during the year fulfilled majority of the non
compliances of the listing agreement with the Bombay Stock Exchange and
the work on fulfilling the pending work is underway. The shares of your
company was delisted from trading at the Pune Stock Exchange and the
application of delisting at Ahmadabad Stock Exchange is under
consideration by the said exchange.
16. Cautionary Statement
Statement in the Management Discussion and Analysis describing the
Company's objectives, expectations or predictions may be
"forward-looking statements" within the meaning of applicable
securities laws and regulations. Important factors that could make a
difference to the Company's operations include raw material
availability and their prices, cost of fuel, availability of power,
cyclical demand, pricing in the Company's principal markets, change in
government regulations, tax regimes, economic developments within India
in which the Company conducts business and other incidental factors.
17. Acknowledgement
The Directors also take this opportunity for recording their
appreciation for the active support and help extended by the Government
of India, Authorities of State Government, Bank of India and other
agencies and look forward to their continued support.
On Behalf of the Board
Sd/- Sd/-
Densil Quadras Gulam Harianawalla
Director Managing Director
Date: August 14,2012
Place: Dubai
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