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Resurgere Mines & Minerals India Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 7.95 Cr. P/BV 0.03 Book Value (Rs.) 14.71
52 Week High/Low (Rs.) 1/0 FV/ML 10/1 P/E(X) 0.00
Bookclosure 29/12/2017 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The Directors have pleasure in presenting their 28th Annual Report and Audited Financial Statements for the financial year ended 31st March, 2015 of the Company. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results

The Company's financial performance for the year under review along with previous year figures are given hereunder:

                                                         (Rs. in Lacs)

Particulars                                     FY 2014-15   FY 2013-14

Total Income                                      296.88        259.16
Profit / (Loss) before Depreciation (2364.96) (2174.47) /amortization

Less: Depreciation                               2993.75       2261.75
Less: Amortization (including Goodwill) 1126.47 1137.76

Profit / (Loss) before tax                     (6485.18)     (5573.98)

Less: Provision for taxation                        1.11        330.46

Profit / (Loss) after tax                      (6486.29)     (5904.44)

Less: Prior Period Expense / (Income)               9.88          1.96

Less: Minority Interest                                -             -
Profit available for appropriation (6496.17) (5906.40)

 Appropriations:                                       -             -
Transfer to General Reserve Proposed Dividend Tax on Dividend

Balance carried to Balance Sheet               (6496.17)     (5906.40)
Review of Performance & Management discussion and Analysis

In accordance with the requirements of the Listing Agreements, a consolidated Financial Statement of the Company is also included in this Annual Report comprising Wholly owned subsidiary companies - Warana Minerals Private Limited, Shri Warana Minerals (India) Private Limited, Resurgere Sponge Iron Limited, Resurgere Ferro Alloys Limited, Resurgere Industries Limited, Resurgere International FZE - a 100% non-integral foreign subsidiary and 70% proportionate interest in the jointly controlled entity i.e. Resurgere Coal India LLP.

The total net sale has increased by Rs. 37.72 lacs from Rs. 259.16 Lacs last year to Rs. 296.88 Lacs this year. The company has incurred a loss of Rs. 6,496.17 Lacs during the current financial year under review.

Dividend

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit.

Transfer carried to Reserves

The Company has not transferred any amount to the Reserve account during the period under review. .

Subsidiary (s) / Associate / Joint Venture Companies

As on March 31, 2015, your company has six subsidiary companies, namely:

1. M/s Warana Minerals Private Limited

2. M/s Shri Warana Minerals (India) Private Limited

3. Resurgere International FZE

4. M/s Resurgere Sponge Iron Limited

5. M/s Resurgere Ferro Alloys Limited

6. M/s Resurgere Industries Limited

The above companies are wholly owned subsidiaries of the company as on 31st March, 2015. The accounts of these subsidiaries have been prepared for the financial year ending 31st March, 2015. In addition to the above, your company has one limited liability partnership namely "Resurgere Coal India LLP" with a 70% stake. All the subsidiaries are non-material and non-listed subsidiary companies as defined under Clause 49 of the Listing Agreement (s) entered into with the Stock Exchanges.

Pursuant to the provision of section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiaries, Associates and Joint Ventures (in form AOC-1) is attached to the financial statements as Annexure "A".

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company also includes the financial results of its subsidiary companies.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129 (3) of the Companies Act, 2013 and Clause 32 of the Listing Agreements entered into with the Stock Exchanges. The consolidated financial statements have been prepared in accordance with the relevant Accounting Standards as prescribed under the Companies Act, 2013 and by the Institute of Chartered Accountants of India in this regard.

Human Resources Development

Company encourages a culture that develops and empowers people, promotes team building and nurtures new ideas. The Company's recruitment practice ensures that suitable candidates with merit are recruited and provided with the right opportunities to grow within the organization.

Environment and Social Concern

Your Company continues its efforts for the betterment of the environment and conservation of scarce natural resources.

Depository System

Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of 31st March, 2015, 99.61% of the Company's total paid-up equity representing 198108701 equity shares of your Company were held in demat form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization form either of the depositories.

Shares

During the financial year under review, Company has not announced any Sweat Equity, Bonus Shares, Employees Stock Option Scheme, Split, Consolidation, Buy-back and further issue of its shares.

Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement. The Chairman and Managing Director's declaration regarding compliance with Company's Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. The certificate from M/s R. N. Gupta, Practicing Company Secretary on compliance of Corporate Governance norms as stipulated in Clause 49 of the listing agreement with the stock exchanges is included in this annual report.

Directors & Key Managerial Personnel

Mr. Subhash Sharma, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

Company pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges and in accordance with the provisions of section 149 of the Companies Act, 2013 had appointed Mr. Mayur Shah, Mr. Rohit Palav and Mrs. Mamta Parekh as independent director in the previous years and their tenure of appointment has not yet completed hence they are not liable to retire from the company.

Mr. Alok Ambastha, who was independent and Non-executive director of the Company, has ceased to be director of the company effective from 30th September, 2014. The Board wishes to place on record its deep sense of appreciation for the valuable contribution made by him to the Board and the company during his tenure as Director.

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Statutory Auditors

The statutory auditors M/s Ranjana Vandana & Co., Chartered Accountants, (ICAI Firm Registration No. 008961C) retires at the conclusion of the forthcoming Annual General Meeting and they have consented to continue as statutory auditors of the company.

Members are requested to consider their re-appointment as statutory auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the fifth consecutive Annual General Meeting of the Company to be held in the year 2020 (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting), on such remuneration as may be determined by the Board of Directors in consultation with the Auditor. The Company received confirmation from M/s Ranjana Vandana & Co to the effect that their appointment if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. The Board recommends their re-appointment.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. R. N. Gupta, practicing Company Secretary to conduct secretarial audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as Annexure "B". The Secretarial Audit report does not contain any qualification, reservation or adverse remark except on default in the repayment of secured / unsecured loan and interest thereon to the Banks continued during the period under review.

Vigil Mechanism

As per the provisions of Section 177 (9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of Listing Agreement, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns and the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower.

The Company has a Whistle-blower Policy in place to report concerns about unethical behaviour, actual suspected frauds and violation of Company's Code of Conduct. The Policy provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy.

Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Statutory Auditor's Report

The Notes forming part of Accounts, which are specifically referred to by the auditors in their report are self-explanatory except one qualify opinion of which management explanation is given below:

Management explanation: Company's mining approval from the Government is pending and there is no turnover since last three years in the Company except negligible turnover from the soapstone mine of the company situated at Udaipur (Rajasthan). So, there are no movement in the Trade Payable, Creditor for Capital Goods, Capital work in progress, Inventories, Trade Receivables, Inter Corporate deposits and Mine Deposits. Company is in process for confirmation and reconciliation with the parties.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013.

Internal Control System

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor together with external audit consultants review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. The Audit Committee of the Board of Directors approves and reviews audit plans for the year based on internal risk assessment. All these measures facilitate timely detection of any irregularities and early remedial steps.

Company's policy relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties

The Company has in place a Nomination and Remuneration committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement. The details relating to the same are given in - Report on Corporate governance forming part of this report. Members are requested to refer Nomination and Remuneration committee in corporate governance's report.

The committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, board diversity, composition and the criteria for determining qualifications, positive attributes and independence of a Director.

Particulars of loans, guarantees, security or investments etc.

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Particulars of Contract or Arrangements with Related Parties

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been uploaded on the Company's website.

The Company has a process in place to periodically review and monitor Related Party Transactions.

All the related party transactions were in the ordinary course of business and at arm's length. The Audit Committee has approved all related party transactions for FY 2014-15 and estimated transactions for FY 2015-16.

There were no material transactions with the related parties during the year.

Extract of Annual Return

As per the provisions of Section 92 (3) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed as Annexure "C" to this Report.

Number of Board meetings conducted during the year under review

The Board met 4 times during the financial year, the details of which given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. One meeting of Independent Directors was also held during the year under review.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement. The details relating to the same are given in Report on Corporate Governance forming part of this Report. Members are requested to refer the same.

Performance Evaluation of the Board

The Nomination & Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committee and Individual Directors has to be made.

The Individual Directors responses on the performance of the Board, Committee (s), Directors and Chairman were analyzed to arrive at unbiased conclusions.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) 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 financial year and of the profit and loss of the company for that period.

(c) the directors have 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.

(d) the directors have prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively, and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Pledge of Shares

As on 31st March, 2015, 3000000 equity shares of Rs. 10/- each were pledged from the promoter and promoter group holding in the Company.

Transfer to Investor Education Protection Fund (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of seven years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government for the purpose under Companies Act, 2013.

Information relating to outstanding share application money of Initial Public Issue of the Company and the sale proceed from fractional shares on consolidation of equity shares of the Company and the dates by which they need to be transferred to IEPF account:

Financial year   Date of allotment            Purpose / source

2008-09 26th August, 2008 Initial Public Issue refund

2012-13        15th  June, 2012     Sale proceed from fractional shares
                                    on consolidation of equity shares

Financial year                       Last Date for claming
                                     unpaid/unclaimed amount

2008-09                              24th  September, 2015

2012-13                              14th  July, 2019
Shares in suspense account

No equity share of the Company was in suspense account as on 31st March, 2015.

Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Risk Management Policy

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

Corporate Social Responsibility

Provisions of the Companies Act, 2013 relating to the Corporate Social Responsibility are not applicable on the Company.

Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

Particulars of employees

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with rule 5(2) and 5 (3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the name and other particular of the employees drawing remuneration in excess of the limits set out in the said Rules are not applicable on the Company as during the period under review, no employee of the Company was drawing salary in excess as prescribed limits.

Particulars pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure "D".

Conservation of Energy, Technology Absorption Foreign Exchange Earnings and Outgo

Information as required to be given under Section 134(3)(m) read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable to the Company.

Foreign Exchange Earnings and Outgo

The company has not made any exports during the year, nevertheless it will always strive for and avail export opportunities based on economic considerations in future.

During the year under review, Company has made following transactions in Foreign Currency.

                                                         (Rs. In Lacs)

Particular                                   2014-15        2013-14

Expenditure  in Foreign Currency               NIL            NIL

Earning in Foreign Currency                    NIL            NIL
Acknowledgements

The Directors of the Company take this opportunity to express their grateful sincere appreciation for the cooperation and support received from Company's Shareholders, Vendors, Financial Institutions, Bankers, Government of India, Department of Mines, State Governments, Regulatory Bodies, Customers, society and other business constituents during the year under review. Directors also take on record the appreciation for the contribution, commitment displayed and hard work of every employee of the Company resulting in successful performance during the year under review. The path to further growth is very exciting and your continued patronage would enable us to scale greater heights at a faster pace.

                                  On Behalf of the Board of Directors,

Place: Mumbai                                      Mr. Subhash Sharma
Date: 3rd August, 2015                   Chairman & Managing Director


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