Nakoda Directors Report, Nakoda Reports by Directors
BSE: 521030|NSE: NAKODA|ISIN: INE559B01023|SECTOR: Textiles - Processing
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Directors Report Year End : Dec '13    « Dec 12
The Directors have pleasure in presenting their 29th Annual Report
 together with the Audited Accounts for the year ended 31st December
 The Company''s financial performance during the year is summarized
                                             (Rs. In Cr - Standalone)
 Year Ended 31st December 2013                     2013        2012
 Turnover & Other Income                        3036.60     2586.68
 Gross Profit (before Financial
 Charges & Depreciation)                         166.85      133.73
 Interest & Financial Charges                     61.66       46.60
 Profit before Depreciation (Cash Profit)        105.19       87.13
 Depreciation                                     31.03       27.54
 Profit for the year                              74.16       59.59
 There was a complete change in performance after the end of the
 financial year 2013. Excess capacity in the industry and flawing
 economy has dragged down the demand and profitability. Rampant
 expansion carried out by the Company during the past couple of years
 added to the problems and demand slow down, increase in the prices of
 raw materials, lower prices of finished goods, piling up of inventory
 and slow down in realization of book debts have made the Company suffer
 heavy losses. The plant of the company has also remained closed for
 over one month due to labour unrest.  Your directors foresee a very
 heavy loss during the current financial year 2014.
 Your Directors had provided for a dividend of Rs. 0.30 per equity share
 of Rs.5 each for the year ended 31st December, 2013 while approving the
 audited accounts for the year 2013.
 However in view of the changed scenario, your directors recommend to
 make appropriate decision for declaration of the dividend.
 During the year under review, the share capital of your Company was
 changed / altered by further allotments as under:
 Company has issued and allotted 5,30,00,000 equity shares of Rs.  5/-
 each at a premium of Rs. 5/- per equity share on conversion of
 1,06,00,000 Warrants of Rs. 50/- each on 28.09.2013 to the Promoters''
 Group of the Company and Non- promoter investors.
 A statement in respect of each of the subsidiaries, giving the details
 of capital, reserves, total assets and liabilities, details of
 investment, turnover, profit before taxation, provision for taxation,
 profit after taxation and proposed dividend is attached to this report.
 The plant of Indo Korean Petrochem Ltd. (IKPL) the Company''s subsidiary
 located at South Korea was closed for refurbishing since February 2013.
 While the refurbishing is in progress, the complete change of scenario
 in the Korean market has made it difficult to operate the plant.
 Annual accounts of subsidiary companies and the related detailed
 information will be made available to the holding and subsidiary
 company investors, seeking such information. Copies of the annual
 accounts of the subsidiary companies are available for inspection by
 any investor at the registered Office as well as the Administrative
 office of the company between 11.00 a.m. to 1.00 p.m. on all working
 Mrs. P. B. Jain, Mr. B. L. Maheshwari, Mr. S. K. Bhoan, Mr. P. J.  Shah
 & Mr. P. P. Vora have resigned as directors of the Company.  Your
 directors place on record their sincere appreciation for the excellent
 services rendered by them during their tenure as directors of your
 Mr. R. K. Gupta was appointed as Additional Directors of the Company on
 1st March 2014 to hold office till the date of annual general meeting.
 His appointment as a director is proposed in the ensuing meeting.
 In line with guidelines recommended by Securities & Exchange Board of
 India (SEBI), adequate steps have been taken to ensure that all the
 mandatory provisions of Clause 49 of the Listing Agreement are complied
 with. A separate report on Corporate Governance is included as part of
 the Annual Report. The Auditors'' certificate confirming compliance of
 Corporate Governance is included in the said Corporate Governance
 During the year, no major accident took place in plant operations at
 Karanj. A safety committee has been formed consisting of group of
 persons from different departments which overlooks safe working
 The company has provided Safety Helmets, Safety belts with full
 attachments, Gloves, Aprons, Shoes etc as personal protective
 equipments, Fire alarm system is attached to security office and
 various other measures are taken for the safety of employees.  Safety
 training and awareness programes are being conducted throughout the
 Your Company has complied with various emission standards and other
 environmental requirements as per pollution control norms.
 Equity Shares of your Company are listed on the Mumbai Stock Exchange
 and National Stock Exchange of India Ltd. Annual listing fees have been
 paid to the Stock Exchanges. GDRs are listed on Luxembourg Stock
 There is no employee getting remuneration as prescribed under section
 217(2A) of the Companies (Particulars of Employees) rules, 1975 as
 Statutory information required under the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 applicable
 to the Company and forming part of this report are set out in Annexure
 to this report.
 M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the
 forthcoming Annual General Meeting, and being eligible, offer
 themselves for re-appointment. Your Directors recommend their
 This report contains forward looking statements. All statements that
 address expectations or projections about the future are
 forward-looking statements. Forward-looking statements are based on
 certain assumptions and expectations of future events. The Company
 cannot guarantee that these assumptions and expectations are accurate
 or will be realized. The Company''s actual results, performances or
 achievements could thus differ materially from those projected in any
 such forward-looking statements.
 Directors confirm:
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 (ii) that the directors had 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;
 (iii) that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provision of the Companies Act for safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 (iv) that the directors had prepared the annual accounts on a going
 concern basis.
 (v) that the directors, in the case of a listed company, had laid down
 internal financial controls to be followed by the company and that such
 internal financial controls are adequate and were operating
 (vi) that the directors had devised proper systems to ensure compliance
 with the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 We wish to express our gratitude and appreciation for the valuable
 support and cooperation received from our customers, business
 associates, banks, financial institutions, shareholders, various
 statutory authorities and agencies of Central and State Governments. We
 place on record our appreciation of the contribution made by employees
 at all levels.
                          For and on behalf of the Board of Directors of
                                                          Nakoda Limited
 Place: Mumbai                                                B. G. Jain
 Date : 14.05.2014                          Chairman & Managing Director
Source : Dion Global Solutions Limited
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