| Dear Members,
The Directors submit their 40th Report together with the Statement of
Account for the year ended on 31st March 2014.
Following figures summarizes the financial performance of the Company
during the year under review.
Financial Results : (Rs. in Lacs)
Particulars 2013-14 2012-13
Gross Income 577.63 612.00
Profit before Finance Cost & Depreciation 447.48 341.95
Less : Finance Cost 0.40 0.16
Depreciation 8.35 6.91
Profit before Tax 438.73 334.88
Provision for Taxation - -
Profit/(Loss) for the year 438.73 334.88
Balance Brought forward
of earlier years Profit/(Loss) (22700.39) (23,035.27)
Balance carried to Balance Sheet (761.66) (22,700.39)
Dividend :
In view of carried forward loss, the Board regrets its inability to
recommend payment of Dividend for the year under review.
Operations :
As the members are aware, Operations of the Company has been suspended
since year 1999 due to non viability and disposed unutilized surplus
assets to meet the Statutory Liabilities of the Company. The Company
met with its past financial obligations towards banks and financial
institutions and now embarking upon recommencement of its Operations.
The Company is on anvil to commence Pharmaceutical Unit at Ankleshwar
to manufacture High Potent Active Pharmaceutical Ingredients (HPAPI).
We are happy to inform that we have received GPCB Permission and
Necessary Drug Licence in other registration. We have already installed
the Plant and have already started the trial production. We hope to
start commercial production from September.
The Company is in process of mobilizing necessary working Capital.
Future Prospects :
Overall Pharma Industry growth is upswing and the consumption of the
products we are going to manufacture, not only in India but overall the
World, is increasing. Management is very optimizing on the Pharma
product.
As regards to Sterilization, the Government has realized the importance
and need of the product in order to overcome the fluctuation in the
Food Grain, Pulses and Vegetable markets.
As regards to the Sterilization Project, most of the Civil Drawings are
ready and the Management is in the process of mobilizing the term loan
for this project.
Directors' Responsibility Statement :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm based on the confirmation received from the operating
management that;
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed.
(ii) the Directors have selected such accounting policies as mentioned
in Schedule 18 to the accounts 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 31st March, 2014 and of the profit of the
Company for that period.
(iii) the Directors had 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) the Directors have prepared the annual accounts on a going concern
basis.
Management's Discussion and Analysis Report :
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of the Annual
Report.
Subsidiary Company :
The audited statement of account along with the Directors' Report for
the year ended 31 st March, 2014 of Kadakia Alkalies and Chemicals
Limited are annexed to this report. Your Directors have reviewed the
affairs of the Subsidiary Company also.
Directors :
As per the provision of Section 149 and other applicable provisions, if
any, of the Companies Act, 2013, Dr. Niranjan Maneklal Pandya, Dr.
Dhananjay Ichharam Panchal and Dr. Shailesh Ramanlal Modi, are proposed
to be appointed as Independent Directors of the Company for a period of
five years commencing from September 30, 2014.
During the year under review, Mr. Pankaj Kadakia resigned as Chairman &
Managing Director effective from 10/08/2013 due to his personal reason,
however he was again appointed as additional Director by the Board of
Directors at their meeting held on 12/07/2014 and he holds office as
director till the date of ensuing Annual General Meeting. He has
consented to act as Director of the Company, if appointed at the
ensuing Annual General Meeting.
Dr. Niranjan Maneklal Pandya has relinquished position of the Chairman
of the Company and continue to act as an Independent Director of the
Company, The Board places an records its sincere appreciation for the
contribution given by him during his tenure ship as Chairman of the
Company. The Board has unanimously elected Mr. Pankaj Kadakia as the
Non Executive Chairman of the Company, effective from 12/07/2014, in
the place of Dr. Niranjan Maneklal Pandya.
Members are requested to consider their appointments.
Audit Committee :
The Audit Committee as constituted with Independent Directors, in terms
of Clause 41 of the Listing Agreement and Section 292A of the Companies
Act, 1956, performed inter alia the work assigned to it as laid down
there under, during the year under review.
Consolidated Financial Statement:
In accordance with the Accounting Standard (AS) - 21 on Consolidated
Financial Statements read with AS - 23 on Accounting for Investments in
Associates, the audited consolidated financial statement is provided in
the Annual Report.
Subsidiaries:
Details of M/s. Kadakia Alkalies and Chemicals Limited the wholly owned
subsidiary of the Company and their business operations during the year
under review are covered in the Management's Discussion and Analysis
Report.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However, the
financial information of the subsidiary company is disclosed in the
Annual Report in compliance with the said circular. The Company will
provide a copy of separate annual accounts in respect of each of its
subsidiary to any shareholder of the Company who asks for it and the
said annual accounts will also be kept open for inspection at the
Registered Office of the Company and that of the respective subsidiary
companies.
Corporate Governance:
Your Company has always been striving to incorporate appropriate
standards and Code of Conduct for good Corporate Governance and has
therefore complied with all the mandatory provisions of Corporate
Governance as prescribed under the amended Listing Agreements of the
BSE Limited with which the Company's shares are listed.
A separate report on Management discussion and Analysis and on
Corporate Governance is annexed as part of the Annual Report along with
Certificate of Practicing Company Secretary on the compliance, are
enclosed as Annexure 'A' and Annexure 'B' respectively.
Report on Corporate Social Responsibility:
The Company embraces responsibility for impact of its operations and
actions on all stakeholders including society and community at large.
Management's commitment, work ethics and business processes at the
Company encourages all its employees and other Participants to ensure a
positive impact and its commitment towards corporate social
responsibility. The Company's commitment to excellence in education is
embedded in the Company's core values.
The Company is aware of the environmental impact of its operations and
it continually strives to reduce such impact. The Company intends to
initiate to support social and community welfare activities touching
the lives of people around the project locations and ensuring the
highest standards of safety and environment protection in our
operations in coming future.
Accounts & Finance:
Observation and remarks made by the Statutory Auditors in their Report
are self explanatory and do not call for further clarification and
explanation.
Auditors:
The Company has received a Special Notice dated 12th July, 2014, in
terms of Section 115 of the Companies act, 2013 from a shareholder
signifying his intention to move at this Annual General Meeting of the
Company, a resolution to be an Ordinary Resolution for appointment of
M/s. Manoj Majmudar & Co., Chartered Accountant, Vadodara as the
statutory Auditor in place of retiring Auditor M/s. Bhatt Thakker &
Co., Chartered Accountant, Vadodara, pursuant to Section 140 of
Companies Act, 2013.
The Company has, on 12th July, 2014, informed the M/s. Bhatt Thakker &
Co. Chartered Accountants, in this respect in terms of Section
140(4)(ii). and inviting their reperesencation
The Members are requested to consider appointment of M/s. Manoj
Majmudar & Co., Chartered Accountant, Vadodara for a period of 5 years
bas the statutory Auditor in place of retiring Auditor M/s. Bhatt
Thakker & Co., Chartered Accountant, Vadodara
Secretarial Audit Report:
As a measure of good corporate governance practice, the Board of
Directors of the Company appointed Mr. Jayesh Vyas, Practising Company
Secretary, to conduct the Secretarial Audit. The Secretarial Audit
Report for the financial year ended March 31, 2014, is provided in the
Annual Report.
Statutory Disclosures:
During the year under review, Company has carry out initial production
however it has not commence any Commercial Production, hence
information under Section 217(1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988, is furnished. There was no foreign Exchange
inflow or outflow during the year under review.
There were no employees covered as per Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as
amended hence such details are not furnished.
Listing of Equity Shares:
The Company's equity shares are listed with BSE Limited. The Company
has complied with listing requirement except Rule 40A of Listing
Agreement. The Company is in process of Complying same and thereby
revoke suspension in trading of its Equity Shares at BSE Limited The
Board is hopeful for recommencement of trading in its shares at BSE
Limited, with their active support of Stock Exchange, in time to come.
Fixed Deposit:
Your Company has not accepted fixed deposits from the public.
Acknowledgement:
Your Directors wish to place on record their appreciation of the
contributions and co-operation received from all the concerned. Your
Directors are also grateful to the Shareholders for their continued
trust and confidence.
For and on behalf of the Board of Directors,
Date: 12/07/2014 Pankaj Kadakia
Place: Vadodara. Chairman |