The Directors have pleasure in presenting the Forty-Ninth Annual
Report of the Company together with the Audited Accounts for the year
ended 31st March, 2014.
SUMMARY OF FINANCIAL RESULTS:
(Rs. in Lacs)
Year Ended Year Ended
Sales NIL NIL
Profit/(Loss) before depreciation (224) (210)
Depreciation (13) (13)
Profit/(Loss) before Tax (237) (223)
Profit/(Loss) after Tax (237) (223)
Your Directors regret their inability to recommend dividend in view of
loss incurred during the year.
There has been no change in the status of the Company''s operations. The
operations continued to be suspended and unviable. There has been no
further development and hence the Company was unable to re-commence its
Mr. Ashok Goel, Director, retires by rotation and being eligible,
offers himself for re-appointment.
In view of the provisions of the Companies Act, 2013, notified
effective from April 1, 2014 and the notification issued by Securities
Exchange Board of India (SEBI) amending clause 49 of the Listing
Agreement, which require Companies to appoint a Woman director,
appointed Ms. Reshma Rao as Additional Director of the Company at its
Board Meeting held on September 05, 2014, to hold office upto the
conclusion of the ensuing Annual General Meeting.
In view of the provisions of the Companies Act, 2013, notified
effective from April 1, 2014 and the notification issued by SEBI
amending clause 49 of the Listing Agreement, the independent Directors
are not liable for retirement by rotation. However, the independent
Directors can hold office for a period of 5 years in accordance with
the provisions of Companies Act, 2013 and the revised Listing Agreement
with the Stock Exchange.
Accordingly, Mr. J.M. Fernandes and Mr. Mohender Garg, Independent
Directors whose appointment hitherto was subject to retirement by
rotation, are proposed to be re-appointed at the ensuing Annual General
Meeting for a period of five consecutive years.
A brief resume of all Directors as required by clause 49 of the Listing
Agreement with the Stock Exchanges, is provided in the notice convening
the Forty-Ninth Annual General Meeting of the Company.
M/s. MGB & Co., Chartered Accountants, Statutory Auditors of the
Company, retire at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment. In view of the
provisions of the Companies Act, 2013 notified with effect from April
1, 2014 and the applicable Rules, your Directors propose their
appointment in respect of three financial years 2014-15, 2015-16 and
2016-17 being the maximum additional tenure permissible as a firm in
RESPONSE TO THE AUDITORS'' REPORT:
The qualification and observations made by the Auditors in their report
The Auditors in their report have qualified that Company is no longer a
going concern and has not made adjustments to accounts relating to
recoverability of assets and liabilities as might be necessary when
your Company is no longer a going concern. In this regard, it may be
noted that the operations of your Company continue to stay suspended
and any steps for revival will be taken as soon as the economy and
future of paper industry improves. In view of these facts, the Company
is not in a position to make any adjustments in its accounts for
recoverability of assets and restatement of liabilities.
The Auditors have stated in their report that the fixed assets records
were not produced for verification and no physical verification of the
assets was done during the year. Your Company has suspended its
operations since September 1998 and had been suffering losses. In view
of the suspended operations and closure of the unit, physical
verification of assets is not possible.
The Auditors have pointed out that the Company did not have Internal
Audit system during the year. Considering the fact that the operations
had been suspended since September 1998 and your Company has been
suffering losses, your Company did not have Internal Audit System
during the year.
The Auditors have also pointed out that the Company has utilized short
term funds for long term purposes. In this regard, your Directors would
like to state that in absence of any arrangement of long term funds to
finance additions to the fixed assets, the available working funds got
depleted resulting in use of short term funds for long term purposes.
INFORMATION ON EMPLOYEES'' REMUNERATION:
None of the Employees were in receipt of remuneration in excess of the
limit specified under Section 217 (2A) of the Companies Act, 1956 and
the Companies (Particulars of Employees) Rules,1975.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 as amended by
the Companies (Amendment) Act, 2000, Directors confirm that:
1) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
2) Appropriate Accounting Policies have been selected and applied
consistently and have 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 as at March 31, 2014 and the profit or loss of the
Company for that period. However, Auditors have qualified their report
by stating that the Company is no longer a going concern and has not
made adjustments to accounts relating to recoverability of assets and
liabilities as might be necessary when the Company is no longer a going
concern. The qualification has been explained aforesaid in this
3) 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.
4) The annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION
AND RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS/OUTGO AS PER
SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,
A) Conservation of Energy : NIL
B) Technology Absorption:
Research and Development : NIL
Technology absorption, adaptation and innovation : NIL
C) Foreign exchange earnings and outgo : NIL
D) Exports/exports plan : NIL
E) Total Foreign exchange used and earned : NIL
A separate report on Corporate Governance along with a Certificate of
Compliance from the Auditors forms a part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is provided in a separate
section and forms a part of the Director''s Report.
The Board of Directors expresses its gratitude to the Members of the
Company for their continuous support.
For and on behalf of the Board of Directors
FOR SOLID CONTAINERS LIMITED
Place : Mumbai SURESH KUMAR SURI ASHOK GOEL
Date : May 30, 2014 MANAGER DIRECTOR