| Dear Members,
The company's Directors are pleased to present the 23rd Annual Report
of the Company along with the audited accounts for the financial year
(Nine months) ended 31st March, 2014.
1.1 Financial Results
The financial performance of the Company for the financial year (nine
months) ended March 31, 2014 is summarized below. The current financial
year is consisting of nine months and the previous financial year was
of fifteen months and hence the comparison between the financial year
to year could not be possible. The data provided for the purpose of
better information.
(Rs. in Lacs)
Sr. Particulars Financial Year Financial Year
No. 2013 - 2014 2012 - 2013
(For Nine Months) (For Fifteen Months)
1 Sales 24,680 68,879
2 Profit Before
Depreciation and
Amortisation (8,341) (4,244)
Expenses, Finance Cost
and Tax Expenses
Less: Finance Cost 9921 20,063
Depreciation And
Amortisation Expenses 4516 7,999
Profit Before tax (22,778) (32,306)
Less : Current Tax
(Earlier Years) 53 13
Add: Deferred Tax (Assets) - 8,876
Profit for the Year (22,831) (23,443)
Less: Prior Period Item - -
Add: Balance in Profit &
Loss Account (39,334) (15,891)
TOTAL (62,165) (39,334)
Less: Appropriation :
Proposed Dividend on
Equity Shares 0.00 0.00
Tax on Dividend 0.00 0.00
Closing Balance (62,165) (39,334)
1.2 Segmentwise Turnover ( rs. in Lacs)
Sr. Particulars Financial Year 2013-14 Financial Year 2012-13
No. (Sales) (Sales)
(For Nine Months) (For Fifteen Months)
1 Solvent Extraction 840 7,686
2 Paper 11,363 31,750
4 Cement 12,477 29,443
Total 24,680 68,879
Note: The last financial year ended 30.06.2013 of the company consisted
of fifteen months and hence the current financial year was supposed to
be end on June 30, 2014. The board of directors in its meeting held on
14.02.2014 after considering the section 2(41) of the New Companies
Act, 2013 decided to align its financial year as per the provisions of
said clause. Hence the Current Financial Year ended 31.03.2014 consist
of nine months period.
The figure of the turnover of the previous year has been changed due to
regrouping of the accounts. Further the figure of the Power segments is
not included in the total turnover of the company due to inter segment
consumption.
Financial Operations :
The period in question of the company consists of nine months. During
the said period the company achieved a turnover of Rs. 24,680 Lacs. The
profit of the company continues in the negative during period too. The
net loss for the period is Rs. 22,831 lacs. The accumulated loss of the
company reached to Rs. 62,165 lacs.
Dividend:
The meeting of Board of Directors was held on 30th August, 2014. After
discussion it was decided that the company is suffering through the
cash liquidity crisis due to utilization of less capacity of all units
of the company and the burden of high rate of interest hence it is
recommended not to distribute any dividend for the year ended March
31,2014.
Transfer to Reserves:
The company decided not to transfer any amount to general reserve this
year due to insufficient profit for the period ended March 31,2014.
Subsidiary Company :
The company has four wholly owned subsidiary companies as on March
31,2014. The names are - (i) Murli Cement Limited; (ii) Murli Cement
(Maharashtra) Limited; (iii) Murli Cement (Rajasthan) Limited; and (iv)
Murli Cement (Karnataka) Limited. The companies are incorporated but
yet to start any operation. The board in its meeting held on May 29,
2014 proposed not to attach the balance sheet of the subsidiary
companies. The summery of financial statement of there attached at the
end of this annual report.
Finance :
The Corporate Debt Restructuring (CDR) is being implemented vide the
CDR Cell. The Period of scheme was sanctioned for ten years from the
cutoff date i.e. 1st September, 2010. The present CDR scheme cease to
exist due to the non co-operation of the member banks and they have
withdrawn from the scheme. Few banks also informed that they have
assigned their credit facilities to Assets Restruction Company (ARC)/
Assets Management Company.
Insurance:
The company continues to carry adequate insurance cover for its assets
against the possible risk like fire, flood, public liability, marine
etc.
Corporate Social Responsibilities:
The Company formed a CSR committee consisting of three directors of the
company out of which two are independent directors and one executive
director. The function of the committee will be as per the provisions
of the section 135 (3) of the Companies Act, 2013 and schedule VII of
the said act.
BIFR : The management of the company on 24th September, 2013 referred
to the Board For Industrial and Financial Reconstruction after
considering the Audited Balance Sheet of the company in its meeting
held on August 29, 2013. The said reference has accepted by the
Registrar and the same is registered. The procedure for declaration of
sickness of the company has been going on.
Stock Exchange Information:
The Equity shares of the Company continue to remain listed on the
Bombay Stock Exchange and National Stock Exchange and the annual
listing fees has been paid to all the Exchanges.
Registrar & Transfer Agent:
Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound,
L.B.S Marg, Bhandup (West) Mumbai - 400078 is the Registrar and Share
Transfer Agent of the company for the physical and demat shares. The
members are requested to contact the Registrar directly for any of
their requirements.
Corporate Governance Report and Management Discussion and Analysis
Statement:
The Auditor, M/S Demble Ramani & Co., Chartered Accountants has
certified the Company's compliance of the requirements of Corporate
Governance in terms of Clause 49 of the Listing Agreement. The said
Certificate together with the management discussion and analysis
statement is attached there was and forms part of this Report.
Directors:
Shri Rajinder Paul Gupta and Director, Shri Bhargavaram P. Ganu,
Director of the company will retire by rotation with the conclusion of
Annual General Meeting. Shri Rajinder P. Gupta, directors informed to
the management that he has shifted to Delhi for permanent residence and
due to the age he will not be able to continue to be director of the
company. Shri B. P. Ganu, director, due to the health problem will not
be able to continue the directorship of the Company. Shri Alok
Srivastava, nominee director of the bank has been promoted and
transferred to Delhi and the company received request from the bank to
appoint Shri H. K. Bhutani, AGM as a nominee director in place of Shri
Alok Srivastava, Shri Yashpal Dhiman, Executive Director, will retire
by rotation in the ensuing Annual General Meeting and offers himself
for reappointment.
Shri Subhash Rode, Shri Avinash Mardikar and Shri Vinayak Thergaonkar,
are Independent directors of the company. These directors will be
appointed as per section 149, 150 & 152 of the Companies Act, 2013
rules there under and new listing agreement.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of The Companies Act
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(1) In the preparation of the annual accounts for the financial year
ended March 31, 2014, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same;
(2) The directors have selected such accounting policies and applied
them consistently and made judgment and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2014 and the profit and loss of the
Company for the year ended on that date;
(3) The directors have taken proper and sufficient care of 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; and
(4) The directors have prepared the Annual Accounts of the company on a
'going concern' basis.
CEO / CFO Certificate:
In terms of Clause 49 (V) of the listing agreement, the certificate
duly signed by the CEO/CFO of the company was placed before the Board
of Directors along with the annual financial statements for the year
ended 31st March, 2014, at its meeting held on 29th May, 2014.
Auditors and Auditors' Report:
M/s. Demble Ramani & Co., Chartered Accountants, Statutory Auditor of
the Company, will retire at the conclusion of the ensuing Annual
General Meeting, and is eligible for reappointment. It has shown its
willingness to accept reappointment and has further confirmed that
their re-appointment, if made, would be within the prescribe limits
under section 141(g) of the Companies Act, 2013 and they are not
disqualified for reappointment.
The Notes on Financial Statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
Cost Auditros:
The company has appointed to M/s Khanuja Patra & Associates, cost
auditors for conducting the Cost Audit for the Agro Business, Paper
Business and Cement Business for the financial year ending 31.03.2015.
The Central Government has approved the same.
Other Information:
Inter-personnel relations in the Company remained harmonious during the
period under review. Particulars as required under Section 217 (1)(e)
of the Companies Act, 1956 relating to Conservation of Energy and
Technology Absorption are provided in the annexure to this report
together with particulars of Employees as required under section 217
(2A)(a) of the Companies Act 1956.
Appreciation & Acknowledgement:
Directors wish to place on record their deep appreciation to employees
for their hard work, dedication and commitment.
The Board place on record their deep appreciation for the support and
co-operation which your company has been receiving from its suppliers,
distributors, business partners, and other associated with the company
as its trading partner.
Directors also take this opportunity to thank all investors, clients,
Vendors, Financial Institutions, Banks, Government & Semi-Government
authorities and stock exchanges for their continued support.
For and on behalf of the Board of Directors
For Murli Industries Limited
Sd/-
Nandlal Maloo
Chairman & Managing Director
Place: Nagpur
Date: 30th August, 2014
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