Lloyd Rockfibres Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS Current Year Previous Year 2013-14 2012-13 (Rs. In Lac) (Rs. In Lac)

Total Income 171.08 671.10

Depreciation 16.21 27.45

Profit/Loss after Depreciation 145.31 (145.96)

W/off & deferred tax liability 2.59 (5.35)

Interest & Bank Charges — —

Profit/(Loss) for the year (142.72) (140.60)

DIVIDEND

In view of the losses incurred by the Company, the Directors regret their inability to recommend any dividend for the current year under review.

PERFORMANCE

The turnover of the Company has decreased from Rs. 671.10 to Rs. 171.08 and the Company has incurred a loss of Rs. 142.72 as compared to losses of Rs. 140.60.

REFERENCE TO BIFR MATTERS

In view of the erosion of the total net worth of the company an application was made to BIFR for registration as a sick industrial company. BIFR has not accepted our application on the ground that the justification given by the company for erosion of net worth is not justified.

FUTURE OUTLOOK

Owing to stiff competition, outdated technology, old and obsolete plant and machinery coupled with working capital crunch. Your management was left with no alternative except to shut down the plant. There are no operations since September 13, 2013. As under the existing circumstances it was not possible to revive the operation, your management decided to sell the assets for which necessary approval of shareholders was obtained through the process of postal ballot. Your management is looking into some alternatives for reviving the company.

MATERIAL CHANGES

Except that the shareholders approval was obtained for sale of plant and other assets, no other material changes have occurred from the date of balance sheet till the date of this report which has any adverse affect on the working of the company.

PUBLIC DEPOSITS

Your Company has neither accepted any deposits during the financial year under review nor any deposits were outstanding as at the close of the financial year 31.03.2014

AUDITORS'' REPORT

There is no adverse qualification/remark in the Auditor''s Report which needs to be examined except that:

1. The company is required to maintain Cost records as per section 209(1) (d) of the Companies Act, 1956. The Company is also required to get the records audited by a qualified Cost Accountant. A compliance report is also required to be filed with the Central Government. The Company has not complied with these requirements.

2. The accumulated losses of the company at the year end are more than its net worth. The company has incurred cash losses during the financial year covered by our audit. The Company''s heavy accumulated loses of Rs. 14,92,01,236/- (Previous Year Rs. 13,49,28,910/-) is contrary to the fundamental accounting assumption of ''Going Concern'' and dependent on the company''s ability to infuse requisite funds and resume normal operations. An application U/s 15(1) of SICA to the Hon''ble BIFr for registration has been declined.

Management''s reply:

1. As already informed that the company is facing tight financial position and has virtually lost its entire net worth, therefore it was not in a position to appoint any cost auditor and obtain any report. However the Company is maintaining all the cost records.

2. The Company is facing stiff competition from the small players in organized sector. Further, the plant and machinery has also become very old. It cannot match with the efficiency and yield given by new plants. This has lead to high cost of production and very less margin. Your management is trying to looking for ways and means whenever possible to wipe out the loss.

AUDITORS

M/s. Dubey & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the affect that their appointment, if made, would be within provisions of section 139 of Companies Act, 2013. M/s. Dubey & Co, Chartered Accountants, is required to be reappointed as Statutory Auditors of the Company. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Appointment by rotation

In accordance with the provisions of the Companies Act 2013 read with Articles of Association of the Company Mr. R. P. Punj, Director of the Company would retire by rotation at this Meeting and being eligible, offer himself for reappointment.

Independent Directors

In terms of sub-section (10) of section 149 of the Companies Act, 2013 (effective from 01-04-2014), every listed company shall appoint Independent Directors, who shall hold office for a term up to 5 (five) consecutive years on the Board of a company and sub section (11) of section 149 states that no Independent Director shall be eligible to be appointed for more than 2 (two) consecutive terms of 5 (five) years.

Further, it may be noted that sub-section (5) of section 149 of the Companies Act, 2013, provides for a transitional period of one year (from 01-04-2014) for re-appointment of the Independent Directors, if eligible, for a consecutive period of 5 (five) years (if, it is intended so by the Board) subject to compliance with the eligibility and other prescribed conditions.

In Compliance of section 149 of the Companies Act 2013, regarding appointment of independent directors, your board have decided to recommend the appointment of Mr. B.D. Malliah, Mr. S.N. Pandita and Mr. A.C. Sharma as independent Directors

Key Managerial Personnel

Mr. R.P Punj, Chairman, Gaurav Punj, Managing Director & Compliance Officer of the Company and Mr. A.K. Srivastava, Whole time director are nominated as Key Managerial Personnel (KmP) of the Company under the provisions of section 203 of the Companies Act, 2013.

Since the Company is a sick company with no operations, no professional is showing interest. Management is trying taking all efforts to appoint suitable person(s).

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

a.) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

b.) 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 Loss of the Company for that period;

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

d.) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2014and has not given any adverse observations. It has also recommended the re-appointment of M/s. Dubey& Co., Chartered Accountants, as statutory auditors of the Company. The role and scope of the Committee is as per the provisions of Companies Act and the Listing Agreement.

Presently Mr. R. P. Punj, Mr. B. D. Malliah and Mr. A.C. Sharma are the members of Audit Committee. Mr. A.C. Sharma is the Chairman of the Committee.

Vigil Mechanism

The Audit Committee has established a Vigil Mechanism and adopted a Revised Whistle-Blower Policy at its meeting held on August 13, 2014, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no director or employee of the Company has been denied access to the Audit Committee.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management Discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of this Directors'' Report.

PARTICULARSOF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation of Energy:

Company continues to pay significant attention towards the conservation of energy and all necessary measures have been taken to optimize the use of electricity, which is being used for manufacturing.

Research & Development and Technology Absorption:

The Company has been improving the quality of its products as per latest fashions through its skilled technical staff. The Company has not imported any technology from abroad.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Hon''ble BIFR had while sanctioning the rehabilitation scheme of the Company approved the delisting of Companies securities from Delhi and Calcutta Stock Exchanges. A copy of the said order has been forwarded to the said exchanges with a request to delisted the securities, various reminders have also been sent to the said exchanges. However, the shares of the Company are listed at Bombay Stock Exchange and the fee has been paid.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

By Order of the Board For LLOYD ROCKFIBRES LIMITED

Sd/- (R.P. PUNJ) Place: New Delhi CHAIRMAN Date: 13.08.2014 DIN NO. 00686475

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Mar 31, 2011

The Directors have pleasure in presenting the 22nd Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2010-11 2009-10 (Rs.in Lac) (Rs. in Lac)

Total Income 1274.40 1291.50

Depreciation 37.42 43.91

Profit / Loss after Depreciation 12.59 (41.30)

W/off & Deferred tax liability 7.23 0.97

Interest & Bank Charges 2.87 16.50

Profit/ (Loss) for the year 19.81 (40.33)

DIVIDEND

In view of the losses incurred by the company, the Directors regret their inability to recommend any dividend for the current year under review.

PERFORMANCE

The turnover of the Company has decreased from Rs.1291.50 lacs to Rs. 1274.40 lacs, and the Company has earned a net profit of Rs.19.81 lacs as compared to previous year's net loss of Rs.40.33 lacs. Your directors are quite hopeful for better results in the coming financial year.

BIFR MATTERS

At the last hearing held on 19.07.2010, the Hon'ble BIFR has asked the company to reply as to why it should not be out of BIFR preview as its net worth has become positive. The matter is being examined and a suitable reply will be submitted accordingly.

FUTURE

Your company is facing stiff competition from the players in the unorganized sectors. Your management is trying its best to beat the Competition.

MATERIAL CHANGES

No material changes have occurred from the date of balance sheet till the date of this report which has any adverse affect on the working of the company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A & 58AA of the Companies Act, 1956, and the rules made there under.

AUDITORS' REPORT

There is no adverse qualification/remark in the Auditor's Report which needs to be examined.

AUDITORS

M/s. Dubey & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the affect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. M/s. Dubey & Co., Chartered Accountants, is required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. D. Malliah and Mr. A. K. Srivastava, would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your directors recommend their reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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 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 provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2011 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Dubey & Co., Chartered Accountants, as statutory auditors of the Company. Presently Mr. R. P. Punj, Mr. Harish Kumar Attavar, Mr. Naresh Kumar Thanai & Mr. B. D. Malliah are the members of Audit Committee. Mr. Naresh Kumar Thanai, a non-executive independent director is the Chairman of the Committee. The role and scope of the Committee is as per the requirement of Section 292A of the Companies Act, 1956 and Listing Agreement.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management Discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of this Directors' Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1) (e) of the Companies Act, 1956 and the Rules made there under have not been specified for our industry. The Company has neither incurred any expenditure nor earned any income in the Foreign Currency during the year. Your Company is not using any Foreign Technology.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Hon'ble BIFR had while sanctioning the rehabilitation scheme of the Company approved the delisting of Companies securities from Delhi, Madras and Calcutta Stock Exchanges. Madras Stock Exchange has its letter dated 28th July, 2010, has confirmed that the company has been delisted A copy of the said order has been forwarded to the said exchanges with a request to delist the securities, various reminders have also been sent to the said exchanges. However, the shares of the Company are listed at Bombay Stock Exchange and the fees has been paid.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

By Order of the Board

For LLOYD ROCKFIBRES LIMITED

Place: New Delhi (GAURAV PUNJ) (ARUN KRISHNA SRIVASTAVA)

Date: 29/08/2011 MANAGING DIRECTOR WHOLE-TIME DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2009-10 2008-09 (Rs.in Lac) (Rs. in Lac)

Total Income 1291.50 1248.05

Depreciation 43.91 51.11

Profit / Loss after Depreciation, (42.53) (70.09)

W/off & Deferred tax liability 0.97 (60.02)

Interest & Bank Charges 6.09 1.25

Profit/(Loss) for the year (41.55) (10.06)

DIVIDEND

In view of the losses incurred by the company, the Directors regret their inability to recommend any dividend for the current year under review.

PERFORMANCE

The turnover of the Company has gone up by Rs. 43.45 lacs over the previous year, but the Company incurred a loss of Rs. 41.55 lacs as compared to a loss of Rs. 10.06 lacs of previous year. This is due to increase in cost of all most all inputs. Your directors hope for better results in the coming financial year.

SHIFTING OF REGISTERED OFFICE

Consequent to the approval of shareholders for shifting of registered office from Tamil Nadu to New Delhi an application was made to Honble Company Law Board, Southern Region Bench, Chennai. The Honble Company Law Board, Southern Region Bench, Chennai, vide its order dated 06-07-2010, has approved the said shifting of registered office.

FUTURE

At present your company is facing stiff competition from the players in the unorganized sectors. The profit margins have come down. Your management is trying its best to beat the Competition.

MATERIAL CHANGES

No material changes have occurred from the date of balance sheet till the date of this report which has any adverse affect on the working of the company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits with in the meaning of Section 58A & 58AA of the Companies Act, 1956, and the rules made thereunder.

AUDITORS REPORT

There is no adverse qualification/remark in the Auditors Report which needs to be examined.

AUDITORS

M/s. Dubey & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the affect that their appointment, if made, would be within the limits prescribed U/s 224(1 B) of the Companies Act, 1956. M/s. Dubey & Co., Chartered Accountants, is required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Harish Kumar Attavar and Mr. Naresh Kumar Thanai, would retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your directors recommend their reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

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 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 provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s. Dubey & Co., Chartered Accountants as statutory auditors of the Company. Presently Mr. R. P. Punj, Mr. Harish Kumar Attavar, Mr. Naresh Kumar Thanai & Mr. B. D. Malliah are the members of Audit Committee. Mr. Naresh Kumar Thanai, a non-executive independent director is the Chairman of the Committee. The role and scope of the Committee is as per the requirement of Section 292A of the Companies Act, 1956 and Listing Agreement.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange(s), Management discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of this Directors Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2A) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required under Section 217(1) (e) of the Companies Act, 1956 and the Rules made there under have not been specified for our industry. The Company has neither incurred any expenditure nor earned any income in the Foreign Currency during the year. Your Company is not using any Foreign Technology.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the workers, staff and executives of the Company at all levels who have contributed to the efficient and successful management of the Company.

LISTING

Honble BIFR had while sanctioning the rehabilitation scheme of the Company approved the delisting of Companies securities from Delhi, Madras and Calcutta Stock Exchanges. Madras Stock Exchange has vide its letter dated 28th July, 2010 has confirmed that the company has been delisted A copy of the said order has been forwarded to the said exchanges with a request to delist the securities, various reminders have also been sent to the said exchanges. However, the shares of the Company are listed at Bombay Stock Exchange and the fees has been paid.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and state Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

By Order of the Board For LLOYD ROCKFIBRES LIMITED

Place: New Delhi (R. P. PUNJ)

Date: 10/08/2010 CHAIRMAN