| Dear Members,
The Directors submit herewith the Twenty Sixth Annual Report together
with Audited statement of accounts for the period from 1/10/2014 to
31/03/2015.
FINANCIAL RESULTS:-
Amount in Rs. Lacs
Financial Results 6 month from 12 month from
1/10/2014 to 1/10/2013 to
31/03/2015 30-09-2014
Gross Income 4587.45 1363.12
Profit/(Loss) before Interest (487.69) (70.67)
and Depreciation
Less-interest 1.23 906.15
Profit/(Loss) before Depreciation (488.92) (976.82)
Less-Depreciation 277.34 561.03
Profit/(Loss) before Tax (766.26) (1537.85)
Less-Provision for tax 104.66 0
Profit/ (loss)After Tax for the (870.92) (1537.85)
year
Less-Exceptional/ Extraordinary 3193.29 0
Item
Balance brought forward 2531.69 (9430.80)
Profit available for Appropriation (8436.96) (10968.65)
DIVIDEND:
In view of the losses for the year, the directors of the company
express their inability for any dividends on the equity shares.
REVIEW OF OPERATIONS:
As the net worth of the company has been eroded completely, the company
is in the process of referring to BIFR as per The Sick Industrial
Companies Act, 1985. A reference application under the act was made
last year to BIFR (Board of Industrial Finance and Reconstruction), an
apex body of SICA (The Sick Industrial Companies Act, 1985). The same
was declined due to some technical issues and fresh reference was made
to the BIFR. The notice was issued by the Secretariat for personal
hearing on a date; however the notice was received after the hearing
date. The company has represented its case and is awaiting further
instruction from BIFR.
The directors are hopeful that the company will come out of current
crisis and eventually come out from red on account of various cost
reduction measures which are being implemented to improve productivity.
PRODUCTION AND PERFORMANCE
The Company was mainly challenged by the paucity of funds. The funds
were drained out on account of Interest and repayments to banks and
then the package given for rehabilitation also was not given by the
Bankers. However with the loans now being assigned to the ARC the
Company is hopeful that the operations will start.
MARKET
The demand for the product of the Company is moderate a because of the
lowering of demand of the print media. However the Company has
alternative plans to even produce the products at lower cost and
survive in the market.
EXPORTS
Due to market conditions the exports are Nil.
LISTING
The Company's Equity Shares continue to be listed on the Stock
Exchange, Mumbai (BSE). The Company has paid the requisite Annual
Listing Fees for the years 2014-15 to the above Exchange. The Company's
Shares continue to be regularly traded on the exchange.
COMPULSORY DEMATERIALISATION OF COMPANY'S SHARES
The Company's Equity Shares were compulsorily dematerialized and as
such the Company's Shares continue to be traded in the electronic form
as per the relevant SEBI guidelines.
DIRECTORS
Ms. Shruti D. Sharma was appointed as a Director w e f 30th May, 2015
as per the new regulation in terms of SEBI guidelines for appointment
of woman director.
Ms. Snehlata Dinesh Sharma was appointed as a additional Director of
the company w e f 31 st March, 2015 & tender her resignation from post
of directorship w e f 30th May, 2015.
DISCLOSURES
The Company is in the process of appointing a suitable candidate for
the post of Company Secretary at the affordable cost to the Company.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with
respect to Directors' Responsibility Statement is hereby confirmed:
1) That in the preparation of the accounts for the six months period
ended 31 st March, 2015; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2) That the Directors have 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 year and of the loss of the
Company for the year under review.
3) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4) That the Directors have prepared the accounts for the year ended 31
st March, 2015, on a going concern basis.
5) Had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively; and
6) Had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
CORPORATE GOVERNANCE
The Company has complied with the requirements of Corporate Governance,
as applicable to the Company, during the period under report, as per
the amended Listing Agreement with the Bombay Stock Exchange. The
Report on Corporate Governance together with the Auditor's Report
thereon, is annexed hereto in accordance with Clause 49 of the Listing
Agreement with the Bombay Stock Exchange.
AUDITORS
M/s. Sayeed Khan & Associates, Chartered Accountants, the Statutory
Auditors of the Company, hold office until the ensuing Annual General
Meeting. The said Auditors have furnished the Certificate of their
eligibility for re appointment. Pursuant to the provisions of Section
139 of the Companies Act, 2013 and the Rules framed thereunder, the
Audit Committee has proposed to appoint M/s. Sayeed Khan & Associates,
Chartered Accountants, as Statutory Auditors of the Company from the
conclusion of this Annual General Meeting for a period of 1 year,
subject to the approval of shareholders and ratification of their
appointment at every Annual General Meeting.
AUDITORS REPORT
i. Notes 24C (1) regarding Company being declared within the purview
of the Sick Company's definition and the BIFR Regulations and the
application with the board and other matters referred to there under.
- The company on observing erosion of net worth based on abstract as on
30 09.2014 filed a reference with the Board for Industrial and
Financial Reconstruction (BIFR) under the provisions of the Sick
Industrial Companies (Special Provisions) Act 1985. On dismissal of the
reference by the Registrar, the company has filed an appeal before
Secretary, BIFR. The company has received appeal hearing notice after
due date of the hearing. The company has made suitable representation
with request to relist the appeal for hearing. However the request the
company is still pending for disposal by the secretary, BIFR.
ii. Notes 24 C (2) regarding Secured Loans from Financial Institutions
and other matters as referred to there under.
- The Bank of Baroda has assigned their loan to Invent ARC SBI has also
assigned their dues to Invent ARC on security receipt basis. The
company has proposed to settle the dues of assignee of debts under
scheme of settlement.
iii. During the year, the company has reduced the carrying cost of its
Plant & Machinery by the quantum of interest and principal which had
been capitalized by the Company. An additional amount which represents
the value of Capital Repairs undertaken in respect of the said plant &
machineries during the production trial run period has been reduced and
reclassified under Other Non-Current Assets, pursuant to the advice of
the technical evaluation team. Accordingly, during the year the cost of
Plant & Machinery have been decreased to account for the above
reduction of carrying cost of the plant as also Capital Repairs to
bring the value of the Plant at its reasonable realistic value as per
the technical evaluation team.
- The company has undertaken valuation of its Fixed Assets by a
Registered Valuer and has also engaged a Technical Evaluation Team to
value the same. In light of the advice of the technical evaluation team
and valuer's opinion, the company has reduced the value of its plant &
machinery by such sums including preoperative expenses and the
capitalized interest on term loans which were never considered under
the provisions of the Income tax act under its guiding principles.
COST RECORDS AND COST AUDIT
The cost audit is not applicable and the turnover is not falling within
the specified limit. However Cost compliance audit report have been
complied with.
Proper cost records as per sec 209 (1) (d) have been maintained.
EMPLOYEES
As on date, none of the employees of the company fall within the
purview of the provision of the section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975,
and Companies (Particulars of Employees) Amendment Rules, 2011,
Relations between the management and its employees have been cordial.
Your Directors place on record their appreciation of the efficient and
loyal services rendered by the employees of the Company at all levels.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, with respect to conservation of
energy, technology absorption and foreign exchange earnings and outgo
is appended hereto as Annexure 'A' and forms part of this Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of the support
received from the Company's Bankers and Shareholders and look forward
to their continued support and goodwill.
BY ORDER OF THE BOARD
For SHREYAS INTERMEDIATES LIMITED
Place: Mumbai
Date : 28th AUGUST, 2015 RAMCHANDRA GHANEKAR
WHOLE TIME DIRECTOR
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