| Dear Members,
The Directors have pleasure in presenting the 25th Annual Report along
with the Audited Statement of Accounts of the Company for the financial
year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS
Current Year Previous Year
2013-14 2012-13
(Rs. In Lac) (Rs. In Lac)
Total Income 171.08 671.10
Depreciation 16.21 27.45
Profit/Loss after Depreciation 145.31 (145.96)
W/off & deferred tax liability 2.59 (5.35)
Interest & Bank Charges - -
Profit/(Loss) for the year (142.72) (140.60)
DIVIDEND
In view of the losses incurred by the Company, the Directors regret
their inability to recommend any dividend for the current year under
review.
PERFORMANCE
The turnover of the Company has decreased from Rs. 671.10 to Rs. 171.08
and the Company has incurred a loss of Rs. 142.72 as compared to
losses of Rs. 140.60.
REFERENCE TO BIFR MATTERS
In view of the erosion of the total net worth of the company an
application was made to BIFR for registration as a sick industrial
company. BIFR has not accepted our application on the ground that the
justification given by the company for erosion of net worth is not
justified.
FUTURE OUTLOOK
Owing to stiff competition, outdated technology, old and obsolete plant
and machinery coupled with working capital crunch. Your management was
left with no alternative except to shut down the plant. There are no
operations since September 13, 2013. As under the existing
circumstances it was not possible to revive the operation, your
management decided to sell the assets for which necessary approval of
shareholders was obtained through the process of postal ballot. Your
management is looking into some alternatives for reviving the company.
MATERIAL CHANGES
Except that the shareholders approval was obtained for sale of plant
and other assets, no other material changes have occurred from the date
of balance sheet till the date of this report which has any adverse
affect on the working of the company.
PUBLIC DEPOSITS
Your Company has neither accepted any deposits during the financial
year under review nor any deposits were outstanding as at the close of
the financial year 31.03.2014
AUDITORS' REPORT
There is no adverse qualification/remark in the Auditor's Report which
needs to be examined except that:
1. The company is required to maintain Cost records as per section
209(1) (d) of the Companies Act, 1956. The Company is also required to
get the records audited by a qualified Cost Accountant. A compliance
report is also required to be filed with the Central Government. The
Company has not complied with these requirements.
2. The accumulated losses of the company at the year end are more than
its net worth. The company has incurred cash losses during the
financial year covered by our audit. The Company's heavy accumulated
loses of Rs. 14,92,01,236/- (Previous Year Rs. 13,49,28,910/-) is
contrary to the fundamental accounting assumption of 'Going Concern'
and dependent on the company's ability to infuse requisite funds and
resume normal operations. An application U/s 15(1) of SICA to the
Hon'ble BIFr for registration has been declined.
Management's reply:
1. As already informed that the company is facing tight financial
position and has virtually lost its entire net worth, therefore it was
not in a position to appoint any cost auditor and obtain any report.
However the Company is maintaining all the cost records.
2. The Company is facing stiff competition from the small players in
organized sector. Further, the plant and machinery has also become very
old. It cannot match with the efficiency and yield given by new plants.
This has lead to high cost of production and very less margin. Your
management is trying to looking for ways and means whenever possible to
wipe out the loss.
AUDITORS
M/s. Dubey & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting. The Company has received letter from them to the affect that
their appointment, if made, would be within provisions of section 139
of Companies Act, 2013. M/s. Dubey & Co, Chartered Accountants, is
required to be reappointed as Statutory Auditors of the Company. Their
appointment has also been recommended by the Audit Committee.
DIRECTORS
Appointment by rotation
In accordance with the provisions of the Companies Act 2013 read with
Articles of Association of the Company Mr. R. P. Punj, Director of the
Company would retire by rotation at this Meeting and being eligible,
offer himself for reappointment.
Independent Directors
In terms of sub-section (10) of section 149 of the Companies Act, 2013
(effective from 01-04-2014), every listed company shall appoint
Independent Directors, who shall hold office for a term up to 5 (five)
consecutive years on the Board of a company and sub section (11) of
section 149 states that no Independent Director shall be eligible to be
appointed for more than 2 (two) consecutive terms of 5 (five) years.
Further, it may be noted that sub-section (5) of section 149 of the
Companies Act, 2013, provides for a transitional period of one year
(from 01-04-2014) for re-appointment of the Independent Directors, if
eligible, for a consecutive period of 5 (five) years (if, it is
intended so by the Board) subject to compliance with the eligibility
and other prescribed conditions.
In Compliance of section 149 of the Companies Act 2013, regarding
appointment of independent directors, your board have decided to
recommend the appointment of Mr. B.D. Malliah, Mr. S.N. Pandita and Mr.
A.C. Sharma as independent Directors
Key Managerial Personnel
Mr. R.P Punj, Chairman, Gaurav Punj, Managing Director & Compliance
Officer of the Company and Mr. A.K. Srivastava, Whole time director are
nominated as Key Managerial Personnel (KmP) of the Company under the
provisions of section 203 of the Companies Act, 2013.
Since the Company is a sick company with no operations, no professional
is showing interest. Management is trying taking all efforts to appoint
suitable person(s).
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
a.) that in the preparation of the annual accounts, the applicable
accounting standards had been followed;
b.) 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 that period;
c.) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities.
d.) that the directors had prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The audit committee has met and reviewed the financial statements for
the financial year ended 31.03.2014and has not given any adverse
observations. It has also recommended the re-appointment of M/s. Dubey&
Co., Chartered Accountants, as statutory auditors of the Company. The
role and scope of the Committee is as per the provisions of Companies
Act and the Listing Agreement.
Presently Mr. R. P. Punj, Mr. B. D. Malliah and Mr. A.C. Sharma are the
members of Audit Committee. Mr. A.C. Sharma is the Chairman of the
Committee.
Vigil Mechanism
The Audit Committee has established a Vigil Mechanism and adopted a
Revised Whistle-Blower Policy at its meeting held on August 13, 2014,
which provides a formal mechanism for all Directors and employees of
the Company to approach the Management of the Company (Audit Committee
in case where the concern involves the Senior Management) and make
protective disclosures to the Management about unethical behaviour,
actual or suspected fraud or violation of the Company's Code of Conduct
or ethics policy. The disclosures reported are addressed in the manner
and within the time frames prescribed in the Policy. The Company
affirms that no director or employee of the Company has been denied
access to the Audit Committee.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with Stock Exchange(s),
Management Discussion & Analysis Report and Corporate Governance Report
is annexed as Annexure I and Annexure II & form part of this Directors'
Report.
PARTICULARSOF EMPLOYEES
During the year, there were no employees who were in receipt of
remuneration as per the provisions of Section 217(2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO Conservation of Energy:
Company continues to pay significant attention towards the conservation
of energy and all necessary measures have been taken to optimize the
use of electricity, which is being used for manufacturing.
Research & Development and Technology Absorption:
The Company has been improving the quality of its products as per
latest fashions through its skilled technical staff. The Company has
not imported any technology from abroad.
EMPLOYEES RELATIONS
The industrial relations continued to be cordial and harmonious. Your
directors wish to place on record the appreciation for the devoted
services rendered by the workers, staff and executives of the Company
at all levels who have contributed to the efficient and successful
management of the Company.
LISTING
Hon'ble BIFR had while sanctioning the rehabilitation scheme of the
Company approved the delisting of Companies securities from Delhi and
Calcutta Stock Exchanges. A copy of the said order has been forwarded
to the said exchanges with a request to delisted the securities,
various reminders have also been sent to the said exchanges. However,
the shares of the Company are listed at Bombay Stock Exchange and the
fee has been paid.
ACKNOWLEDGEMENT
Your directors take this opportunity to offer their sincere thanks to
various departments of the Central and state Governments, Financial
Institutions, Banks and Investors for their unstinted support,
assistance and valuable guidance.
By Order of the Board
For LLOYD ROCKFIBRES LIMITED
Sd/-
(R.P. PUNJ)
Place: New Delhi CHAIRMAN
Date: 13.08.2014 DIN NO. 00686475 | 