| Dear Members,
The directors present 30th Annual report on the business and
operations of the company together with Audited Statement of Accounts
of the company for the 15 months period ending 31st March 2015.
Financial Results (Standalone):
The standalone summarized financial results for the period ended
31/03/2015 are as under:
(Rs.in crores)
Particulars As on As on
31/03/2015 31/12/2013
Turnover and other income 1497.76 2779.30
Gross profit/L.oss(-) before Financial
Charges & depreciation. -393.79 166.65
Interest and Financial Charges 276.05 61.66
Profit/Loss(-) before depreciation -669.84 105.19
Depreciation 46.85 31.03
Profit /Loss(-)for the year -716.69 74.16
State of Company's affairs and future outlook :
During the year the turnover has drastically reduced mainly on account
of working capital liquidity crunch. The CDR package of the company was
not implemented by the lending banks resulting in stoppage of
production activities during major period. The stoppage of production
has further aggravated the realization of debtors and receivables
adding to the liquidity crisis. The non co operation by the bankers and
non provision of funds under CDR package has forced the management to
close down the plants . The company has,since received notices from the
secured creditors for recovery of debts under SARFAESI Act 2002. The
management has decided to take appropriate remedial legal action to
protect the interest of the company.
The net worth of the company has been totally eroded on account of
heavy losses and the company has become a sick company under SICA and
the reference shall be made to BIFR for .appropriate directions.
Meanwhile the directors are making best efforts to revive the company
and to resume production activities.
Dividend :
In view of heavy losses and erosion of net worth the directors do not
recommend any dividend for the year under review.
Amounts Transferred to Reserves ;
In view of heavy losses no amount has been transferred to reserves.
Capital Structure: .
There is no change in capital structure during the year and the paid up
share capita! has remained unchanged to Rs. 150 crores and no
disclosure is required to be made under Companies (Shares Capital and
debenture Rules 2014).
Extract of Annual return : -
The extract of Annual return in format MGT-9 for the financial year
ended 31/03/2016 is enclosed with this report.
Number of Board Meetings :
During the year 2014-15 (01/04/2014 to 31/03/2015) 6 meetings of Board
of Directors were held.
Particulars of Loan, Guarantees and Investments Under Section 186:
Details of investments made and loan advanced by the company have been
given in note no 9 and 10 to the financial statement.
Particulars of Contracts or Arrangements with Related parties:
The company has entered into contract /arrangement with the related
party in ordinary course of business on arms length basis thus the
envisions of section 188(1) of the Companies act 2013 are not
applicable.
Explanation to Auditor's Remarks:
There is no material qualification, reservation, adverse remark or
disclaimer made by the statutory auditor in his report and/ or by the
secretarial auditor in the secretarial Audit Report, and hence no
clarification is required to be made.
Material Changes Affecting the Financial Position of the Company:
No material change / events have occurred after balance sheet date till
the date except that company has received notice from the secured
creditors for'recovery of debts under SARFAESI Act 2002.
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo:
The details of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo are as under:
Conservation of Energy:
Company is making all efforts for conservation of energy However no
capital investment has been made for energy conservation equipments
Technology Absorption:
The company has not availed any imported technology and there is no
areas for absorption. Company do not have any specific activities for
research and development.
Foreign Exchange Earnings / outgo:
Earnings 11.50 lacs Outgo Nil
Details of Subsidiary, Joint Venture or Associates:
The names of each of the companies which have become or ceased to be
its subsidiaries, joint ventures or associate companies during the year
along with the details of their performance and financial position is
given in annexure to the report.
Risk Management Policy:
Company has formulated the risk management policy identifying the
elements of risk. If any, which in the opinion of the board, may
threaten the existence of the company However no risk management
committee has been constituted.
Details of Directors and Key Managerial Personnel:
The details of Directors and key managerial persons as on date of
report is as under:
Name of Director/KMP Designation Date of
Appointment
Sabulal Gumanmal Jain Managing director 05/05/2005
Devendra Babulal Jain Joint Managing 05/05/2005
director
Raj Kumar Gupta Independent 01/03/2014
Director
Ashok Kumar Jain Independent 12/08/2014
Director
Poonam Nandkishor independent
Khandelwal Director 31/03/2015
Devendra Babulal Jain CFO 31/03/2015
Details of significant & materia! orders passed by the regulators or
courts or tribunal:
No significant and materia! orders have been passed by the regulators
or courts or tribunal against the company during the year under review.
Deposits:
Company has not accepted any public deposit covered under chapter V of
The Companies Act 2013 and hence no details pursuant to Rules 8(v) and
8 (vi) of The Companies Accounts) Rules 2014 are required to be
reported.
Receipt of any commission by MD / WTD from a Company or for receipt of
commission/ remuneration from its holding or subsidiary:
No commission has been received by Managing Director or whole Time
Director of Company from the company or its holding or subsidiary. &
hence no details are required to be provided.
Declaration by independent Director:
The independent directors have given declarations as required under
provisions of section 149(7) of The Companies Act 2013 affirming that
they meet the criteria of independence provided in section 149(6) of
Companies act 2013.
Secretarial Audit report:
Secretarial audit report in prescribed format MR 3 given by a
Practicing Company Secretary is annexed to this report.
Corporate Social Responsibility (CSR) Policy:
In view of weak financial position of company no CSR activities has
been undertaken by company during the year. In absence of CSR
activities no committee for the purpose has been constituted.
Statement indicating the Manner in which formal Annual Evaluation has
been made by the board of Its own Performance, its Director, and that
of its Committees:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees
Nomination & Remuneration Committee Policy:
The particulars pertaining to constitution of Nomination and
remuneration committee and its terms of reference are provided in
report on corporate governance. Corporate Governance:
The report on corporate gover nance pursuant to compliance with clause
49 of the listing agreement is annex with the board's report.
Managerial Remuneration:
The company has not paid any remuneration to managing and whole time
directors during the year under review.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) 2013:
No cases of sexual harassment of women at the work place has been
reported during the period under review.
Statutory Auditors:
M/s N M Singapuri and Company the retiring auditors are proposed to be
reappointed at ensuing Annual genera! Meeting. There is no change in
statutory Auditors during the 15 month period ended on 31/03/2015.
Directors Responsibility Statement:
in accordance with the provision of section 134(5) of the Companies act
2013, your directors confirm that:
In the preparation of annual accounts for the financial year ended 31st
march 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
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 as at 31st march and of the profit / loss of the company
for that period;
The directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
Companies act 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
The directors had prepared the annual accounts on a going concern
basis;
The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
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 affectively.
Acknowledgement:
The directors express their sincere appreciation to the valued
shareholders, bankers, clients, business associates and various
statutory authorities and agencies of central & state governments for
their support.
For and on behalf of the Board of Directors of Nakoda Ltd.
Place Surat B.G.Jain
Date 25/05/2015 Chairman & Managing Director.
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