| Dear Members,
The Directors have pleasure in presenting 23rd Annual Report together
with the Audited accounts for the year ended 31st March 2014.
(Rs. in lacs)
Financial Results 2013-14 2012-13
Total Income 0.69 1.65
Operating Profit/(Loss) (68.78) (3.44)
Financial charges - -
Depreciation - -
Profit/ (Loss) before tax (68.78) (3.44)
Provision for tax - -
Profit/ (Loss) after tax (68.78) (3.44)
Review of Operation
The Company has not carried out any production activity during the
year. Other Income of Rs. 0.69 Lacs was towards the Miscellaneous
Income and rent income. During the year, the manufacturing plant
remained closed and so there was no income generation from that. During
the year, the Company has sold its Manufacturing Plant and machineries
situated at
S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, with
facility to manufacture polymer products, which includes Land &
Building and Plant & Machinery in full. Due to this sale of old plant
and machineries, the Company has incurred loss of Rs.52.52 Lacs. The
Company has utilized this sale proceed to pay off the liabilities of
the Company. The members have approved Sell/ Transfer or Dispose off
Budasan Unit by Special Resolution dated 13th July, 2013, through
postal Ballot process. Further due to the employees cost, bad-debts
written off and some administrative expenses, the net loss after tax
was Rs.68.78 Lacs as compared to last year's loss of Rs. 3.44 Lacs.
Dividend Your Directors do not recommend any dividend for the year
2013-14, in view of loss made during the year, (previous year Nil)
Fixed Deposit Your Company has not invited or accepted any deposits
under Section 58A of the Companies Act, 1956, from the public, during
the year.
Directors
In accordance with the provisions of the Articles of Association and of
the Companies Act 2013, Mr. Narendra Shah, Director of the Company,
retiring by rotation at the ensuring Annual s General Meeting and being
eligible, offer himself for re- appointment.
The Board of Directors have, in their meeting held on 31st July,2014,
appointed Mr. Nayan Joshi as an Additional Director who holds office as
such upto the date of ensuing Annual General Meeting. Impending
notification of Section 149 and other applicable provisions of the
Companies Act, 2013, your directors are seeking appointment of Mr.
Nayan Joshi, Mr. Ajay Bhavsar and Mr. Ashish Tripathi, as Independent
Directors for three consecutive years for a term upto 29"' September,
2017. None of the Directors of the Company is disqualified for being
appointed as Director as specified in Section 164 (2) of the Companies
Act, 2013.
The brief particulars of all directors, for which approval of members
for their appointments or re-appointments are sought, have been
provided in the Corporate Governance Report pursuant to Clause 49 of
the Listing Agreement relating to Corporate Governance.
Statutory Disclosure
The information required under section 217(2A) of the Companies Act,
1956 and the rules made there under, is not applicable to the Company ,
as no employees drawing remuneration of Rs. 60,00,000/- or more per
annum employed throughout the year or Rs. 5,00,000/- or more per month
employed for a part of the year.
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of the Board of Directors) Rule, 1988.
Information pursuant to Section 217(1)(e) of the Companies Act,1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 are as under:
As the production unit of the Company is closed, the Research and
development activities programs and Technology absorption are not
carried out by the Company. There is no energy consumption or
additional investment to conserve the energy is made during the year.
There is no foreign exchange earnings and outgo during the year
(previous year also nil).
Shifting of Registered office :
Since last many years, the registered office of the Company was
situated at the Manufacturing plant of the Company at
S.L. No. 134, At Budasan, Tal. Kadi, Dist. Mehsana in the State of
Gujarat. The Company has sold this undertaking/ unit, including Plant &
Machinery and Land & Building situated at that location. Further, as
the said destination is far from the City of Ahmedabad, shareholders
are unable to participate in the General Meeting of the Company.
Considering all these, the Company has shifted its registered office in
the City of Ahmedabad at 513, Golden Triangle, Stadium Road,
Navrangpura, Ahmedabad - 380014, w.e.f. 13,h July, 2013, as approved by
the members through Postal Ballot process.
Sell/ Transfer or Dispose off Budasan Unit:
The Manufacturing Plant of the Company is situated at S.L. No. 134, At
Budasan, Tal. Kadi, Dist. Mehsana, Gujarat, with facility to
manufacture polymer products. Since last many years, the manufacturing
plant of the company is closed and the realisable value of the plant &
machinery was lower, day by day due to obsolete technology and closure
of the plant. Considering that, it is advantageous for the company to
sell/ transfer the undertaking including Land & Building and Plant &
Machinery in full, so that these funds can be utilized to pay off the
liabilities of the Company. The members have approved Sell/ Transfer or
Dispose off Budasan Unit by Special Resolution dated 13lh July, 2013,
through postal Ballot process.
The Company has finalized the sale process and sold all its Plant and
Machineries situated at S.L. No. 134, At Budasan, Tal. Kadi, Dist.
Mehsana, Gujarat, including Land and Building and all realized sum has
been utilised towards clearing of all liabilities. The Company has made
loss of Rs.52'52 Lacs towards sale of all these Assets.
Directors' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
confirm the following:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed.
2. Your 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 ended on 31st March,
2014.
3. Your 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.
4. Your Directors have prepared the attached statements of accounts for
the year ended 31s1 March, 2014, not on a going concern basis, as there
were no manufacturing activities.
Change In Legislation Governing Companies In India
During the year under review, the provisions of the new Companies Act
have been made effective replacing the Companies Act of 1956 vintage by
the induction of the Companies Act, 2013. The Government has notified
287 sections out of total 470 sections which covers all the material
provisions of the new Companies Act, 2013.
However, as clarified by the Ministry of Corporate Affairs, the
provisions of Companies Act, 1956 would remain applicable in respect of
financial accounts, auditor's report and directors' report thereon for
the financial year ended on 31 st March, 2014. Change In Nomenclature
of Committees and Enhanced Their Scope
Pursuant to the introduction of the Companies Act, 2013 and the rules
there under the Nomenclature of the 'Shareholders Grievance Committee'
has been changed to 'Stakeholders' Grievances and Relationship
Committee'.
The scope of terms of reference/scope for Audit Committee has been
enhanced in line with the provisions of Section 177 of the Companies
Act, 2013 with additional scope on vigil mechanism, safeguards against
victimization of persons who use such mechanism, direct access to
chairman of audit committee in appropriate or exceptional cases etc.
Details of various committees constituted by the Board of Directors are
given in the Corporate Governance Report annexed and forms part of this
report.
Vigil Mechanism
The provisions of section 177 (9) and (10) of the Companies Act, 2013
mandates every listed company to establish vigil mechanism for
directors and employees to report genuine concern in such manner as may
be prescribed. The provisions of the said policy, provided for adequate
safeguards against the victimization of persons who use such mechanism
and make provisions for direct access to the chairman of the Audit
Committee in appropriate or exceptional cases.
The Board of Directors of the Company have at their meeting held on
31st July ,2014 approved whistle blower policy to be in line with the
provisions of Companies Act, 2013 read with the listing agreement.
Any director or employee of the company, who observes any Unethical
Behaviour or Improper Practices or Wrongful Conduct
and/or financial or non financial malpractices or non-compliance with
legal requirements concerning the company, is free to report to the
specified officer in the mode as provided in the policy.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under clause
49 of the Listing Agreement with the Stock Exchange has been attached
as a part of the Directors' Report.
Corporate Governance
The Company has adopted Corporate Governance practices and has complied
with all the mandatory requirements as specified under clause 49 of the
Listing Agreement by SEBI. As required under the listing agreement, a
separate Report on Corporate Governance forms part of this Annual
Report. The certificate from statutory Auditors of the Company
regarding compliance of conditions of Corporate Governance is part of
this report and is annexed.
The Board of Directors supports the basic principles of corporate
governance. In addition to this, the board lays strong emphasis on
transparency, accountability and integrity.
Depositories
The Company had already approached NSDL and CDSL for obtaining
electronic connectivity for company's shares. However, both of them
have rejected our request. So, shares of the company will continue to
be traded in Physical form.
Listing
The Company's shares are listed at Vadodara as well as Mumbai Stock
Exchanges. However, the Mumbai Stock Exchanges have suspended the
trading due to technical reason. The Company has made revocation
application to BSE, which is under consideration.
Auditors & Auditors Report
The Statutory Auditors of the Company, M/s. Nikunj H. Shah & Co.,
Chartered Accountants, Ahmedabad (Firm Registration No. 131307W) will
retire at Conclusion of ensuing Annual General Meeting and being
eligible, have offered themselves for re-appointed.
The Company has received a written Certificate from Auditors stating
their appointrrient, if made would be within the limit under Section
139(1) of the Companies Act, 2013 and the rules made there under. The
Board, on the recommendation of the Audit Committee, has also proposed
that M/s. Nikunj H. Shah & Co., Chartered Accountants, Ahmedabad, be
re-appointed as Auditor of the Company.
Notes forming part of the accounts are self-explanatory and therefore,
do not require any further comments.
Acknowledgements
Your Directors would like to place on record their sincere gratitude
for the support received from clients, suppliers and bankers. The Board
of Directors also takes this opportunity to acknowledge the dedicated
efforts and commitment made by other associates at all levels and their
contribution to the Company during the year.
Date: 31 st July, 2014 By order of the Board
Regd. Office For Harsh Polymers (India) Limited
513, Golden Triangle,
Stadium Road, Navrangpura, Narendra J. Shah
Ahmedabad - 380 014. Director | 