The Directors have great pleasure in presenting the Annual Report
together with the Audited accounts for the year ended March 31, 2014.
Year ended Year ended
FINANCIAL RESULTS: 31.03.2014 31.03.2013
Rs. In Lacs Rs. In Lacs
Gross Revenue 610.59 1035.98
Profit (Loss) before tax 21.83 35.67
Current tax expense for current year 0.00 0.00
Deferred tax 0.00 0.00
Tax expense for Earlier years 0.00 0.00
Profit (Loss) for the period 21.83 35.67
During the year, your Company has achieved a Total Income of Rs.610..59
lacs as against Rs. 1035.98 lacs during the previous year. The
profitability was at Rs.21.83 lacs as against Profit of Rs. 35.67 lacs
during the previous year.
Due to accumulated losses, your board has decided not to recommend any
dividend during the year under review.
STATUS OF PENDING LEGAL CASES:
The following legal cases are pending against the Company and the same
are being defended by the company:
i) In respect of demand raised by the Central Excise Department
amounting to Rs. 1,76,04,797/-, the company preferred an appeal which
was won by the company. However, the Central Excise Department, Mumbai
has preferred an appeal before the Supreme Court and the case is being
protested suitably. The Central Excise department has filed further
complaint in this regard before the court of Honorable Chief Judicial
Magistrate, at Silvassa.
ii) Recron Synthetics Limited has filed case against the Company before
the High Court, Mumbai for a claim of Rs.4,49,38,266/- and interest
thereon Rs.2,99,41,821/- and other claims of Rs.32,,87,546/-. However
the same is being suitably defended by the company.
iii) An Appeal Filed by the Company before the commissioner of Central
Excise (Appeal) the order on the same has been passed in favour of the
Company against demand of Rs. 3,61,537/- (already Paid) plus Rs.
16,32,382/-(already paid ) and imposed penalty of Rs. 3,61,537/- and
Rs. 1,00,000/- and Interest thereon. However the Excise Department has
filed appeal before the CEGAT (case No. 103/adj/2001 ADC dated
31.10.2001). The Case is being defended by the company.
Your Company has not accepted any deposit within the meaning of section
58A of the Companies Act, 1956 from the public and the rules made there
BOARD OF DIRECTORS:
As per Section 149(10) of the Companies Act, 2013, Independent
Directors are required to be appointed for a term of 5 consecutive
years and can be reappointed for a maximum of two terms. They shall not
be liable to retire by rotation. Accordingly, resolutions proposing
appointment of the Independent Directors form part of the Notice of the
Mr. Unni Krishnan Nair and Mr. Surendra Bahadur Singh are being
reappointed as Independent Directors, not liable to retirement by
rotations for a terms of 5 consecutive years. The necessary resolutions
are placed for the approval of the Members.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
ii. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are 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 of the profit of the company for that year.
iii. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
Your Company fully subscribes to the standards set out by the
Securities And Exchange Board of India''s Corporate Governance practices
and has ensured compliance of the conditions of Corporate Governance
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchange. Separate Report on Corporate Governance together with
Auditors'' Certificate on its compliance is included in this Annual
Report as per Annexure A.
SECRETARIAL COMPLIANCE CERTIFICATE:
Pursuant to provisions of Section 383A of the Companies Act, 1956 and
the rules made there under, the Company has obtained a Secretarial
Compliance Certificate from GMJ & Associates, Company Secretaries. The
same is attached herewith.
CODE OF CONDUCT:
The company is committed to conduct its business in accordance with the
applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
Your Company''s Auditors, M/s. Vinod S. Mehta Et Co., retire at the
ensuing AGM and, being eligible, have offered themselves for
re-appointment. The Board, on the recommendation of the Audit
Committee, has recommended the re-appointment of M/s. Vinod S. Mehta &
Co. for a period of 3 (Three) years in accordance with Section 139 of
the Companies Act, 2013. Appropriate resolution seeking your approval
to the said re-appointment is appearing in the Notice convening the AGM
of the Company.
The observations made by the auditors are self explanatory and,
therefore, do not call for any further comments.
In accordance with the provisions of the Companies Act, 1956 and
Listing Agreement the Company has constituted an Audit Committee. The
Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors) Rules 1988 are not applicable to the company as
the company is not engaged in manufacturing activities.
Foreign Exchange earnings and outgo Rs. NIL.
PARTICULARS OF EMPLOYEES:
The information required u/s 217 (2A) of the Companies Act, 1956 read
with the Companies (particulars of Employees) Rules, 1975 as amended
and forming part of the Directors'' Report is not applicable to the
Company as the Company do not have any employee whose salary exceeds
the limits as specified in the said section.
The Company''s Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE638N01012.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
The Company has taken all the necessary steps for safety and
environmental control and protection at its plants.
Shares of the company are listed at the Stock Exchanges at Mumbai,
Kolkata, Ahemedabad, and Delhi. The company has not paid the listing
fees for Kolkata, Ahmedabad, and Delhi Stock Exchanges.
SAFETY. ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
The Directors wish to convey their appreciation to the Company''s
shareholders, customers, suppliers, bankers and distributors for the
support they have given to the Company and the confidence, which they
have reposed in its management and the employees for the commitment and
dedication shown by them.
By Order of the Board
For Sharad Fibres and Yarn Processions. Limited
220, Unique Industrial Estate,
Off. Veer Savarkar Marg,
Mumbai - 400 025.
Date: May 30, 2014.