Kamar Chemicals & Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Balance sheet and the Statement of Profit and Loss for the year ended 31st March 2014 (henceforth called as the ''original financial statements'') together with the Directors'' Report thereon (henceforth called as the ''Directors'' Report on the original financial statements'') and the Auditors'' Report thereon (henceforth called as the ''Auditors'' Report on the original financial statements'') were adopted by the members at the Thirty Second Annual General Meeting of the Company held on 22nd September 2014.

Subsequent to the adoption of the original financial statements, certain events have taken place which has necessitated the Company to revise the original financial statements and prepare a revised Balance Sheet as at 31st March 2014 and a revised Statement of Profit and Loss for the year ended on that date (henceforth called as the ''revised financial statements'') so that the revised financial statements reflect the effect of the changed circumstances. The reason for the preparation of the revised financial statements is to rectify the credit taken in the original financial statement for the interest charged which was not as per acceptable norms.

Consequent to this, an amount of Rs.7,71,43,052/- which was shown as other income in the original statement of Profit and Loss has been withdrawn in the revised statement of Profit and Loss. Due to this change, the ''Revenue from operations'' has been reduced to Rs.61,798/-. Consequently, the Company has shown a Loss of Rs.81,056/- in the revised statement of Profit and Loss.

In the revised Balance Sheet as at 31st March 2014, the amount of Long term borrowings has increased to Rs.13,53,88,635/- consequent to the addition of the aforesaid amount of Rs.7,71,43,052/-. Due to the change in the Statement of Profit and Loss the amount of Reserves and Surplus is shown as Rs.20,86,54,273/- in the revised Balance Sheet as at 31st March 2014.

In continuation to the Directors Report on the original financial statements dated 29-5-2014, your directors present this Report on the revised financial statements as at 31st March 2014.

(REVISED) FINANCIAL RESULTS

The (Revised) financial results for the year ended 31st March, 2014 as compared with the previous year are as follows: -

(Rs. in Lakhs)

Particulars Year ended Year ended 31-03-2014 31-03-2013

Profit/(loss) after Depreciation (0.81) (21.09) but before tax

Provision for taxation — —

Profit/(Loss) after tax (0.81) (21.09)

Profit/(Loss) brought forward (2411.25) (2390.16) from last year

Balance Carried to Balance Sheet (2412.06) (2411.25)

AUDITORS

At the 32nd Annual General Meeting held on 22nd September 2014, the retiring auditors M/s Natraj Associates expressed their unwillingness to get reappointed. Thereafter, M/s S. Venkatram & Co., Chartered Accountants, expressed their willingness to get appointed as the statutory auditors of , the Company from the conclusion of the 32nd Annual General Meeting until the conclusion of the next Annual General Meeting. Thereafter, the shareholders appointed M/s S. Venkatram & Co., Chartered Accountants, as the statutory auditors of the company to hold office from the conclusion of the 32nd Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

Accordingly, the statutory auditors viz., M/s S. Venkatram & Co., Chartered Accountants, have given Auditor''s Report on the revised financial statements.

There is no change in the other particulars given in the Directors Report on the original financial statements dated 29-05-2014 and this Directors'' Report is in continuation to the Directors Report on the original financial statements dated 29-05-2014.

By order of the Board,

Place : Chennai - 600 004 SYED MEERAN M S SETHURAMAN Date : 20-01-2015 Director Director

S VENKATRAM & CO. New No.218, T.T.K. Road, Chartered Accountants Alwarpet, Chennai - 600 018. The Members of M/s. KAMARCHEMICALS.& INDUSTRIES LTD. TCP Sapthagiri Bhavan, II Floor, . 4, Karpagambal Nagar, Mylapore, Chennai - 600 004.

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Mar 31, 2012

Your directors present their Annual Report with the audited statements of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 as compared with the previous years are as follows:- .

(Rs. In Lakhs) Year ended Year ended 31-03-2012 31-03-2011

Profit/(loss) after Depreciation but before tax (7.40) (14.95)

Provision for taxation - -

Profit/(Loss) after tax (7.40) (14.95)

Profit/(Loss) brought forward from last year (2382.76) (2367.81)

Balance Carried to Balance Sheet (2390.16) (2382.76)

OPERATIONS

Your Company did not carry out any operation during the year.

DIVIDEND '

Since the Company has accumulated losses the directors do not recommend dividend for the year. TAKEOVER OF ASSETS BY SIPCOT

Your Company had committed default in repayment of dues to SIPCOT for an amount of Rs.10.56 Crores. Consequent to the default, SIPCOT took symbolic possession of the Land and Building and Plant and Machinery of the Company under section 29 of the State Financial Corporation Act, on 15-12-2003, and pursuant to the Order passed by the High Court of Madras, brought it for Auction Sale for realization of its dues on “as-is-where-is” basis and on going concern concept. SIPCOT invited Tenders for the sale of the assets, by Advertisements. SIPCOT had allotted the auctioned assets to a Company “Nagoorar Enterprises Private Ltd., Chennai” who were the successful bidder. SIPCOT, vide its letter dated 07-05-2007, has intimated the said Nagoorar Enterprises Private Ltd of its approval to transfer of the land measuring 8.85 acres at SIPCOT Industrial Complex, Ranipet, originally allotted to Kamar Chemicals & Industries Ltd and the sale of building and Plant and machinery for a total sale consideration of Rs.285 lakhs. Further, on 6th November 2007, the fixed assets, including Land, of the Chemical Plant has been handed over in running /as-is-where-is condition and on going concern concept to SIPCOT, which, in turn, was handed over to Nagoorar Enterprises Private Ltd., who were the successful bidder. The liabilities of the company were not transferred.

OBSERVATIONS IN AUDIT REPORT - COMMENTS

Since the SIPCOT has taken over the Assets of the Company and sold them by Open Tender for recovery ,of its dues, the Company is not in a position to recommence its production and carry on business activity in order to earn profit. The Management is exploring the possibilities of carrying on some business in accordance with its object clause.

FIXED DEPOSIT

Your Company has not accepted Fixed Deposits, during the period under review.

DIRECTORS .

Shri M S Sethuraman, Director, retires by rotation and being eligible, offers himself for reappointment. AUDITORS

M/s. Natraj Associates, Chartered Accountants, Chennai - 600 018 retire at-this Annual General Meeting and are eligible for reappointment.

CONSERVATION OF ENERGY

Particulars Under Section 217(1) (e) of the Companies Act, 1956 is annexed.

PERSONNEL

Industrial relations remained congenial during the current year.

Details required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 regarding particulars of Employees has not been given as no employee was in receipt of remuneration in excess of Rs.5,00,000 per month or Rs.60,00,000/- per annum.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 the directors hereby confirm that:

1. in the preparation of the Annual accounts for the year-ended 31" March, 2012 the applicable

Accounting Standards had been followed along with proper explanation relating to material departures, if any.

2. The directors had selected such accounting policies and had 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 affaire of the company as at the end of the financial year ended 31“ March, 2012 and of the Loss of the company for that period. .

3. The directors had taken proper and sufficient care for 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 frauds and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to include appropriate standards for Corporate Governance as per the guidelines recommended by Securities and Exchange Board of India (SEBI). Adequate steps have been taken to ensure that all mandatory provisions of Clause 49 of the Listing Agreement are duly complied with.

The Report on Corporate Governance is presented separately after the annexure to the Directors Report relating to conservation of energy and others and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors are thankful to the employees, suppliers, customers and Nagoorar Enterprises Private Ltd for their support. Your Directors are also thankful to Indian Bank and other Institutions for all assistance rendered to the company. Your Directors thank the Shareholders for their continued support.

By order of the Board,

Place : Chennai - 600 004 SYED MEERAN M S SETHURAMAN

Date : 16thAugust, 2012 Director Director

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Mar 31, 2011

Dear Members,

The directors present their Twenty Nineth Annual Report with the audited statements of accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2011 as compared with the pievious years are as follows:-

(Rs. in Lakhs)

Year ended Year ended 31.03.2011 31.03.2019

Profit/(loss) after Depreciation but before tax (14.95) 17 83

Provision for taxation (Fringe Benefit Tax) - -

Provision for Income Tax (Earlier Years) - -

Profit/(Loss) after tax (14.95) 17.83

Profit/(Loss) brought forward from last year (2367,81) (2385.64)

Amount transferred from Reserve - -

Balance Carried to Balance Sheet (2382.76) (2367.81)

OPERATIONS

Your Company did not carry out any operation during the year.

DIVIDEND

Since the Company has accumulated losses the directors do not recommend dividend for the year

TAKEOVER OF ASSETS BY SIPCOT

Your Company had committed default in repayment of dues to SIPCOT for an amount of Rs.10.56 Crores Consequent to the default, SIPCOT took symbolic possession of the Land and Building and Plant and Machinery of the Company under section 29 of the State Financial Corporation Act. on 15.12.2003. and pursuant to the Order passed by the High Court of Madras, brought it for Auction Sale for realisation of its dues on "as-is-where-is" basis and on going concern concept. SIPCOT invited Tenders for the sale of the assets, by Advertisements. SIPCOT had allotted the auctioned assets to a Company "Nagoorar Enterprises Private Ltd.. Chennaf who were the successful bidder SIPCOT. vide its letter dated 07 05.2007. has intimated the said Nagoorar Enterprises Private Ltd of its approval to transfer of the land measuring 8.85 acres at SIPCOT Industrial Complex, Ranipet, originally allotted to Kamar Chemicals & Industries Ltd and the sale of building and Plant and machinery for a total sale consideration of Rs.285 lakhs Further 6th November 2007, the fixed assets, including Land, of the Chemical Plant has been handed over in running /as-is-where-is condition and on going concern concept to SIPCOT, which, in turn, was handed over to Nagoorar Enterprises Private Ltd., who were the successful bidder. The liabilities of the company were not transferred

OBSERVATIONS IN AUDIT REPORT - COMMENTS

Since the SIPCOT has taken over the Assets of the Company and sold them by Open Tender for recovery of its dues, The Company is not in a position to recommence its production and carry on business activity in order to earn profit. The Management is exploring the possibilities of carrying on some business in accordance with its object clause.

FIXED DEPOSIT

Your Company has not accepted Fixed Deposits, during the period under review.

AUDITORS

M/s. Natraj Associates, Chartered Accountants, Chennai - 600 018 retire at this Annual General Meeting and are eligible for reappointment.

CONSERVATION OF ENERGY

Particulars Under.Section 217(1) (e) of the Companies Act, 1956 is annexed.

PERSONNEL

Industrial relations remained congenial during the current year. The Directors thank the employees for their co-operation on the operational performances.

Details required under Section 217(2A) of the Companies Act, 1956 (read with Companies particulars of Employees Rules 1975) regarding particulars of Employees has not been given as no employee was in receipt of remuneration in excess of Rs.5,00,000 per month or Rs.60,00,000/- per annum.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 the directors hereby confirm that:

1. In the preparation of the accounts for the year-ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The directors had such accounting policies and applied them consistently and made judgements 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, 2011 and of the Loss of the Company for that period.

3. The directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis.



CORPORATE GOVERNANCE

Your Company is committed to include appropriate standards for Corporate Governance as per the guidelines recommended by Securities and Exchange Board of India (SEBI) Adequate steps have been taken to ensure that all mandatory provisions of Clause 49 of the Listing Agreement are duly complied.

The Report on Corporate Governance is presented separately after the appendix to the Directors Report relating to conservation of energy and others and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors are thankful to the employees, suppliers, customers and Nagoorar Enterprises Private Ltd for their support. Your Directors are also thankful to Indian Bank and other Institutions for all assistance rendered to the Company.

Your Directors thank the Shareholders for their continued support.

By order of the Board,

SYED MEERAN M S SETHURAMAN Director Director

Place : Chennai - 600 004 Date : 29th July, 2011

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Mar 31, 2010

The directors present their Twenty Eighth Annual Report with the audited statements of accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The results for the period under review as compared to the previous years are as follows:-

(Rs. in Lakhs)

Year ended Year ended

31.03.2010 31.03.2009

Profit/(loss) after Depreciation but before tax 17.83 160.30

Provision for taxation (Fringe Benefit Tax) - (0.25)

Provision for Income Tax (Earlier Years) - -

Profit/(Loss) after tax 17.83 160.05

Profit/(Loss) brought forward from last year (2385.64) (2545.69)

Amount transferred from Reserve - -

Balance Carried to Balance Sheet (2367.81) (2385.64)

OPERATIONS

During the year the Company was engaged in doing conversion work for Nagoorar Enterprises Private Ltd and has earned income of Rs.60 Lakhs from conversion charges.

DIVIDEND

Since the Company has accumulated losses the directors do not recommend dividend for the year.

TAKEOVER OF ASSETS BY SIPCOT

Your company had committed default in repayment of dues to SIPCOT for an amount of Rs.10.56 Crores. Consequent to the default, SIPCOT took symbolic possession of the Land and Building and Plant and Machinery of the company under section 29 of the State Financial Corporation AGt, on 15.12.2003, and pursuant to the Order passed by the High Court of Madras, brought it for Auction Sale for realisation of its dues on "as-is-where-is" basis and on going concern concept. SIPCOT invited Tenders for the sale of the assets, by Advertisements. SIPCOT had allotted the auctioned assets to a company "Nagoorar Enterprises Private Ltd., Chennai" who were the successful bidder. SIPCOT, vide its letter dated 7-5-2007, has inti- mated the said Nagoorar Enterprises Private Ltd of its approval to transfer of the land measuring 8.85 acres at SIPCOT Industrial Complex, Ranipet, originally allotted to Kamar Chemicals & Industries Ltd and the sale of building and Plant and machinery for a total sale consideration of Rs.285 lakhs. Further, 6th November 2007, the fixed assets, including Land, of the Chemical Plant has been handed over in running /as-is-where-is condition and on going concern concept to SIPCOT, which, in turn, was handed over to Nagoorar Enterprises Private Ltd., who were the successful bidder. The liabilities of the company were not transferred.

OBSERVATIONS IN AUDIT REPORT - COMMENTS

The VAT amount of Rs.1,10,279 will be paid on completion of VAT Assessment.

FIXED DEPOSIT

Your Company has not accepted Fixed Deposits, during the period under review.

AUDITORS

M/s. Natraj Associates, Chartered Accountants, Chennai - 600 018 retire at this Annual General Meeting and are eligible for reappointment.

CONSERVATION OF ENERGY

Particulars Under Section 217(1) (e) of the Companies Act, 1956 is annexed.

PERSONNEL

Industrial relations remained congenial during the current year. The Directors thank the employees for their co-operation on the operational performances.

Details required under Section 217(2A) of the Companies Act, 1956 (read with Companies particulars of Employees Rules 1975) regarding particulars of Employees has not been given as no employee was in receipt of remuneration in excess of Rs.2,00,000 per month or Rs.24,00,000/- per annum.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 the directors hereby confirm that:

1. In the preparation of the accounts for the year-ended 31.03.2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. The directors had such accounting policies and applied them.consistently and made judgements 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 31.03.2010 and of the Profit of the company for that period.

3. The directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of assets of the com- pany and for preventing and detecting fraud and other irregularities.

4. The directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to include appropriate standards for Corporate Governance as per the guidelines recommended by Securities and Exchange Board of India (SEBI) Adequate steps have been taken to ensure that all mandatory provisions of Clause 49 of the Listing Agreement are duly complied.

The Report on Corporate Governance is presented separately after the appendix to the Directors Report relating to conservation of energy and others and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors are thankful to the employees, suppliers, customers and Nagoorar Enterprises Private Ltd for their support. Your Directors are also thankful to Indian Bank and other Institutions for all assistance rendered to the company.

Your Directors thank the Shareholders for their continued support.

By order of the Board,

Place :Chennai-4 SYED MEERAN M S SETHURAMAN

Date : 31.07.2010 Director Director