| The Members,
The Directors present herewith the Thirty third Annual Report together
with the audited accounts of the Company for the year ended 31st March
2014. Summarised financial results of the company are furnished below:
1. Financial Result:-
Particulars Year ended on 31.03.2014 Year ended on 31.03.2013
(Rs. in Lacs) (Rs. in Lacs)
Sales 114.95 340.35
Other income 11.56 10.12
Gross Income 126.51 350.47
Less: Expenses 140.48 287.02
Interest 2.37 1.91
Depreciation 11.44 12.82
Net Profit/(Loss) (27.79) 48.72
Tax Expense - 15.08
Net Profit/(Loss) after tax (27.79) 33.64
The Directors regret their inability to recommend any dividend due to
brought forward losses.
2. BUSINESS OVERVIEW:-
The company has net loss of Rs. 27.79 Lacs against net profit of Rs.
33.64 Lacs in last year Further the Board is hopeful of expanding the
company's operation this year & expects your co-operation in the days
to come. The Board is doing its best to make your company start full
mining activities & show progress in very near future. The Board is
contemplating to take effective steps to save it from slipping in to a
sick industrial unit.
On account of effective steps to control expenses & keep the losses to
its minimum level, the year under consideration, has closed with a
sales turnover of Rs 1,14,95,235/- and Net loss of Rs. 27,78.641/-
after providing for interest 8i depreciation before tax. There is no
export during the year
3. FIXED DEPOSITS
The Company has not accepted any fresh deposits within the purview of
section 58A of the Companies Act, 1956 during the year under review.
4. CONSERVATION OF ENERGY
Since the company has moderate production activities, though the
particulars pursuant to requirement under section 217 (1) (e) of the
Companies Act, 1956 with reference to conservation of energy,
technology absorption, adoption and innovation are not material.
However the electricity expense incurred at Rs. 46,377/- during the
year which is very negligible does not required any disclosure as such.
Due to power problem, company has run the plant mainly through their
generator set and digging, mining & washing activities where mainly
vehicles & water is used which does not require much electric
consumption. Hence the details being immaterial not provided.
5. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:-
The Company due to its limited resources cannot carry out Research &
development activities or technological absorption except in house
efforts to improve its present quality of mining materials.
6. PARTICULARS OF EMPLOYEES AND INFORMATION:-
There was no such employee employed during the year under review, hence
the provision as prescribed u/s. 217 (2A) of the Companies Act, 1956
read with Companies (particulars of employee) Rules,1975, as amended by
the Companies (Amended) Act, 1988 is not applicable. The relation
between the employees &. the management remain cordial during the year
under review.
7. AUDITORS:-
M/s. M.G. Simaria & Co, Chartered Accountants, Mumbai, retires at the
conclusion of the Annual General Meeting, to continue as the auditor of
the company. The Board proposed the reappointment of M/s. M.G. Simaria
& Co as the statutory auditor of the company, for the financial year
2014-2015.
Accordingly pursuant to section 139 of the Companies Act, 2013 M/S M.G.
Simaria & Co Chartered Accountants, Mumbai, if appointed shall, hold
the office from the conclusion of this annual general meeting until the
conclusion of 38th 36th Annual General Meeting subject to ratification
of Appointment at every Annual General Meeting.
Further the auditors have confirmed their willingness and eligibility
for appointment and have also confirmed that their reappointment, if
made, will be within the limits under section 141 (3) (g) of the
Companies Act, 2013.
8. AUDIT REPORT:-
The auditors have observed & put remarks for non-provision of gratuity,
leave salary, etc. as per AS -15. Provision for gratuity is not made in
view of appointment of major new staff after earthquake, frequent
changes in major staff & remote Site of factory and therefore Expenses
are debited on payment basis as and when the same is paid. As per
Auditor's comment regarding
appointment of Qualified Company Secretary on whole time basis to
comply with the requirements of Section 383 A of Companies Act, 1956,
your directors have taken steps for complying aforesaid requirement.
However in absence of availability of suitable & affordable candidates,
the said requirements cannot be complied. However the Company is in the
process of receiving the Compliance Certificate from Company Secretary.
In our opinion, carrying amount of all assets does not exceed its
recoverable amount hence no impairment loss is ascertained.
The company has received a copy of letter on 07-01-2014 from Geology,
Science and Mining Department Office, Jilla Seva Sadan, 1st floof
Collector Office, Bhuj (Kachchh)
Addressed to Forest Protection Office (van - sanrakshani office, Behind
Jilla Udyog Center Bhuj (Kachchh). In respect of closing of mining
activities in the area of lease land falling within 1 k.m of such
Animal Protection area of National Animal Protection (Abhayaranya). The
letter further states that lease of land in such area has to obtain No
Objection certificate from office of Forest Protection Department
Containing the Matter that such lease hold is falling in vicinity of
a) Kachchh Forest Animal
b) Protection Department area (Abhayaranya)
c) 1 k.m distance of such Forest Animal Protection Department area
(Abhayaranya)
d) Land is how much far from such Forest Animal Protection area
(Abhayaranya)
The said copy of letter send to company also asks forest Department to
verify the matter and to inform the same to Geology, Science and Mining
Department.
Hence company has temporary closed their Mining activities on such
lease hold land after 07-01- 2014.
However the company has persuated the matter with concern department to
reopen and start the mining activities. The company states that the
matter has been resolved and has started its mining activities from
23rd August 2014
Hence, the concept of going concern though it is stated in Audit Report
will not be affected.
9. DIRECTORS:-
The Company has two independent Directors, appointed under the Listing
Agreement, namely Mr Dhirajlal Madhavani and Mr Bharat Shukla, who have
diverse business/administrative experience and are making significant
contribution to the Company. At present, they are liable to retire by
rotation. It is proposed to appoint them as Independent Directors, with
a fixed tenure of upto five years each at the ensuing Annual General
Meeting of the Company, subject to approval of the shareholders, in
terms of Section 149 of Companies Act, 2013 (the Act). The Company has
received separate notices under Section 160 of the Act from members
signifying their Candidature as Directors along with requisite deposit
as prescribed thereunder All abovementioned Independent Directors have
also given declarations that they meet the criteria of independence as
provided in sub-section 6 of Section 149 of the Act. Their profile
along with statement that in the opinion of the Board they fulfill the
conditions as required in the Act for such appointments are furnished
in the statement pursuant to Section 102(1) of the Companies Act, 2013
annexed with the Notice for the forthcoming Annual General Meeting.
In accordance with articles of association of the company and in view
of provision of section 255 of the Companies Act, retirement &
reappointment take place for following Directors:-
Mr Kishore G. Davda, Director retires by rotation at the conclusion of
the Annual General Meeting and being eligible, offers himself for
re-appointment.
10. FOREIGN EXCHANGE:-
Foreign Exchange inflow and outflow during the year was NIL
11. DIRECTOR'S RESPONSIBILITY STATEMENT:-
Pursuant to the requirements of section 217 (2AA) of the Companies Act,
1956, your directors confirm that:
I. In preparation of annual accounts, the applicable accounting
standards except AS-15 & AS- 28 have been followed along with proper
explanation relating to material departures;
n. We 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 financial year and of the profit or loss
of the company for that period;
IH. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
IV We have prepared the annual accounts on a going concern basis as
explained in Schedule no. 1 notes forming part of Accounts.
12. CORPORATE GOVERNANCE:-
A separate section on Corporate Governance is included in the Annual
Report and the Certificate from the Company's auditor's confirming the
compliance of conditions subject to certain qualifications on Corporate
Governance stipulated in clause 49 of the Listing Agreement is annexed
thereto.
The Board of Directors of the Company adopted a Code of Conduct. The
Directors have affirmed with the said code.
13. LISTING OF SHARES RUSTING FEES:-
The equity capital of the company continued to be listed on the Mumbai
Stock Exchange and the necessary listing fees has been paid up to the
year 2013- 2014. As per directives issued by the Securities and
Exchange Board of India, the equity shares of the Company are to be
traded in the Demat form. The company continues to maintain necessary
arrangement with NSDL and CDSL for required connectivity.
The statement pursuant to section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of employees) Rules 1975, for the
year ended on March 31, 2014 is uncalled for There is no director
employed for the year or part of the year under review and were in
receipt of remuneration in aggregate of Rs. 5,00,000/- p.m. or Rs.
60,00,000 p.a or more.
14. DEMATERIALISATION OF SHARES:-
As you are aware that company has made arrangement with Bigshare
Services Pvt. Ltd., E-23, Ansa Indl. Estate, Saki-Vihar Road, Sakinaka,
Andheri (East), Mumbai- 400 072 (Tel: - 2852 34 74 / 2856 06 52 / 2856
06 53, Fax: 2852 52 07, E-mail: bigshare@bom7.vsnl.net.in) to act as
Depository Transfer Agent with National Securities Depository Limited
(NSDL) Bn Central Depository Services India Limited (CDSL).
15. ACKNOWLEDGEMENT:-
The Management wishes to place on record its appreciation for the
services rendered by employees, contractors, bankers, and the
management of the Indian Bureau of Mines and all concerned and convey
their thanks to them.
By Order of the Board
For Kachchh Minerals Ltd.
Prataprai G. Davda
Chairman & Exe. Director
DIN: 01149981
Place : Mumbai
Date : 30th May, 2014
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