To The Members of SARDA PAPERS LIMITED
The Directors are presenting the 21st Annual Report on the business &
operation of your Company together with the Audited Accounts for the
year ended 31st March, 2012
1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED
(Rs. In Lacs) ( Rs. In Lacs)
Profit/(Loss) before Depreciation 2.85 (23.86)
Less: Depreciation (6.47) (7.05)
Net Profit / (Loss) before Tax (3.62)* (30.91)
Less : Provision for Tax 0.00 0.00
Deferred Tax 0.00 47.86
Net Profit / (Loss) after Tax (3.62) 16.95
Less: Prior period items 0.00 32.00
Balance of Profit/(Loss) (3.62) (15.05)
Less/(Add) : Loss Brought Forward (676.87) (661.82)
Balance of Loss carried to
Balance Sheet (680.49) (676.87)
In view of the losses, your Directors are unable to recommend any
dividend for the year.
2. PERFORMANCE AND OPERATIONS
As you are aware that your Company had suspended the manufacturing
operation from June 2009 due to unfavorable market condition and
You are aware that the Company has been declared a Sick Industrial
Company in terms of Section 3(1) of Sick Industrial Companies (Special
Provision) Act, 1985 on 10.06.2009 and your Directors have submitted
rehabilitation proposal of the Company In consultation with State Bank
of India (Operating Agency) as per the direction given by the BIFR and
have submitted a proposal for reverse merger of a healthy Company,
which is under consideration with BIFR. Preliminary hearing has taken
place and on approval of the scheme, your company shall resume the
3. PAYMENT OF SECURED LOANS
During last year Company had taken short term loans from a Company and
discharged its total term loan liability of State Bank of India. Now
with a view to re-pay the said loan liability, Company is proposing the
issue Redeemable Preference Shares to the said lender and therefore
intend to raise its Authorized Share Capital by Rs. 425 Lacs.
Accordingly Company is seeking permission from the Members to raise the
Share Capital of the Company and proposing a Ordinary Resolution as
special business in the accompanying notice of the meeting.
Shri Divya M. Shah, Director retire by rotation at the forthcoming
Annual General Meeting of the company and being eligible offered
himself for re-appointment.
M/s. Malpani and Associates, Chartered Accountants statutory auditors
of the Company retire at the forthcoming Annual General Meting and,
being eligible, offer themselves for re-appointment. The Company has
received a certificates from them under Section 224(1-B) of the
Companies Act, 1956.
6. AUDITOR''S REMARK
Observation made in the Auditors Report are self explanatory and
therefore do not call for any comment.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility Statement, it is
i. That in the preparation of annual accounts the applicable mandatory
standards except AS 22 and AS 28 have been followed along with proper
explanations relating to material departures ;
ii. That the Directors had selected such accounting policies and
applied them consistently in the Financial Statement and made judgments
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 31s* March 2012
and of the loss of the company for the year ended on that date.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
iv. The Directors had prepared the accounts for the financial year
ended 31s* March, 2012, on a going concern basis.
8. FIXED DEPOSIT
The Company has not accepted any deposits from the public during the
9. STATEMENT PURSUANT TO LISTING REQUIREMENTS
The Equity Shares of the Company are listed with the Bombay Stock
Exchange Limited and Company had paid the Annual Listing Fees for the
financial year 2012-2013.
10. CORPORATE GOVERNANCE
A separate report on corporate governance form part of the Annual
Report of the Company along with compliance certificate from the
Practising Company Secretary regarding compliance of conditions of
Corporate Governance as stipulated under clause 49 of the amended
listing agreements. Further a separate Management Discussion & Analysis
Report is also enclosed with this report.
11. SECRETARIAL COMPLIANCE REPORT
Your Directors attach herewith a copy of the Compliance Certificate
issued by a Practicing Company Secretary for the year ended 31st March,
2012 pursuant to Section 383A(1) of the Companies Act, 1956.
12. PARTICULARS OF EMPLOYEES
Particulars of employees within the meaning of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended have not been furnished as there''was no employee
in the aforesaid category.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption and foreign exchange earning and outgo in terms of the
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988, is annexed hereto and form part of this report.
Your Directors wish to place on record their appreciation of the
continued support and valuable co-operation received from the Company''s
Bankers, Institutions, Customers, Suppliers and Shareholders.
Your Directors also wish to place on record their appreciation of the
devoted services of the company''s employee, which have in great way
contributed to the Company''s progress.
For and on behalf of Board
Place: Mumbai Pradeep Kumar Sarda
Date : 30m May, 2012 Chairman