SM Dyechem Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors present their Twenty-Ninth Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in ''000)

2013-2014 2012-2013 (12 months) (9 months)

Total Income 155,042 217,034

Profitf(Loss) before Depreciation, Interest and Tax (3,993) (3,728)

Less: Depreciation 690 517

Add : Tax adjustments For earlier year - -

Profit/(Loss) after tax (4,683) (4,245)

DIVIDEND

Your Directors regret that due to accumulated losses, no dividend could be recommended forthe year.

MANAGEMENT DISCUSSION & ANALYSIS

OPRATING RESULTS

The total income for the year was Rs. 155,042 thousands as against Rs. 217,034 thousands for the previous period. The operations have resulted into loss of Rs.3,993 thousands (previous period loss of Rs.3,728 thousands) before interest, depreciation and tax. Loss for the year after providing Depreciation, Interest and Tax is Rs. 4,683 thousands as against a loss of Rs. 4,295 thousands for the previous period.

BIFR/AAIFR PROCEEDINGS & OUTLOOK

The Company is currently under a Scheme of Rehabilitation (the Scheme) sanctioned by the Board for Industrial & Financial (BIFR) on 28.05.2008 as modified from time to time. In terms of the Scheme, the promoters of the Company have undertaken to turn around the company by augmenting necessary resources and venturing into various beneficial business opportunities. Substantial payments have been made towards the payments detailed in the Scheme.

The Board in coordination with promoters is endeavoring to complete the residual requirements of the Scheme. However, the Board is of the opinion that the existing business domains have became very competitive and hence widening the scope of business domains have became imperative in pursuance thereof, the Company is constantly reviewing opportunities for expansion of its business operations either directly or through its subsidiaries/joint ventures/associate companies/bodies corporate.

In the Extra Ordinary General Meeting held on 21st February, 2012, the shareholders have granted consent for a joint venture for a food park. However, the plans have not yet been crystallized. The Board is hopeful that clarity could be achieved during the current year.

The Company has been directed by BIFR to file fully tied up Modified Draft Rehabilitation Scheme incorporating clearance of residual creditors as well as plans for rehabilitation of the company. The company is in discussion with certain strategic investors to decide the Modus Operandi of Modified Draft Rehabilitation Scheme (MDRS) which includes envisaging merger with healthy company. The company is in coordination with IDBI for finalizing the MDRS on onward submission to BIFR for its review. The Board would up-to- date the members about the progress in this regard in due course.

RISKS AND CONCERN

As reported earlier, the Company is a sick company under the BIFR Act and is exposed to the financial risk.

ADEQUACY OF INTERNAL CONTROL

The Company has a proper, adequate and well-set system of internal control to ensure that all activities are monitored and controlled and all systems are safeguarded and protected. The costs are kept under control by monitoring on regular basis.

The Company adheres to all internal controls and policies, as well as compliance of all applicable regulations. ..

The Audit Committee of the Board of Directors reviews the adequacy of controls at regular intervals.

DEPOSITS

The Company has not accepted/renewed any deposits during the year. There were only 14 deposits from the public and shareholders amounting to Rs.7,122/- due for payment on or before 31st March, 2014 but not claimed as on the date of the Balance Sheet and this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Sharad Sanghvi retires by rotation and being eligible, offers himself for reappointment.

PERSONNEL

The Board of Directors wishes to express its appreciation to all the employees of the Company for their wholehearted support and co-operation to the Company during the year. The relationship between the employees and the Management remained cordial throughout the year.

AUDITORS

M/s. S.K. Kavathekar & Co, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed. Remarks made by the auditors in their report read with notes to accounts thereon are self explanatory.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms that:-

(i) in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently 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 at the end of the accounting year and of the loss of the company for that year;

(iii) the Directors have taken proper and sufficient care 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 Directors have prepared the Accounts on a going concern basis

STATUTORY INFORMATION

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and forms part of this Report.

None of the employees is drawing salary in excess of the limit specified, whose particulars are required to be included in the Directors'' Report as required under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is appended herewith.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank and acknowledge with gratitude the co-operation and assistance received from various Government Authorities, Professionals and other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust and confidence reposed by the Shareholders of the Company.

For SM DYECHEM LIMITED

S.M. SHETTY CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Date: 30th May, 2014

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Jun 30, 2012

To the Members,

The Directors present their Twenty-seventh Report together with the Audited Accounts for the fifteen months period ended 30th June, 2012.

FINANCIAL RESULTS (Rs. in 000)

2011-2012 2010-2011 (15 months) (12 months)

Total Income 492,851 363,531

Profit/(Loss) before Depreciation, Interest and Tax (9,164) (6,804)

Less: Depreciation 811 583

Add : Tax adjustments For earlier year (9,975) (7,387)

Profit/(Loss) after tax (9,975) (7,387)

DIVIDEND

Your Directors regret that due to accumulated losses, no dividend could be recommended for the period.

MANAGEMENT DISCUSSION & ANALYSIS OPERATING RESULTS

The total income for the period was Rs.492,851 thousands as against Rs.363,531 thousands for the previous year. The operations have resulted into loss of Rs.9,164 thousands (previous year loss of Rs.6,804 thousands) before interest, depreciation and tax. Loss for the year after providing Depreciation, Interest and Tax is Rs.9,975 thousands as against a ioss of Rs.7,387 thousands for the previous year.

BIFR/AAIFR PROCEEDINGS & OUTLOOK

The Company is currently under a Scheme of Rehabilitation (the Scheme) sanctioned by the Board for Industrial & Financial

(BIFR) on 28.05.2008 as modified from time to time. In terms of the Scheme, the promoters of the Company have undertaken to turn around the company by augmenting necessary resources and venturing into various beneficial business opportunities. Substantial payments have been made towards the payments detailed in the Scheme.

The Board in coordination with promoters are endeavoring to complete the residual requirements of the Scheme. However, the Board is of the opinion that the existing business domains have became very competitive and hence widening the scope of business domains have became imperative in pursuance thereof, the Company is constantly reviewing opportunities for expansion of its business operations either directly or through its subsidiaries/joint ventures/associate companies/bodies corporate.

In the Extra Ordinary General Meeting held on 21st February, 2012, the shareholders have granted consent for a joint venture for a food park. However, the plans are in a very nascent stage. The Board is seized of the plans. The Board is hopeful that clarity could be crystallized during the current year.

RISKS AND CONCERN

As reported earlier, the Company is a sick company under the BIFR Act and is exposed to the financial risk.

ADEQUACY OF INTERNAL CONTROL

The Company has a proper, adequate and well-set system of internal control to ensure that all activities are monitored and controlled and all systems are safeguarded and protected. The costs are kept under control by monitoring on regular basis.

The Company adheres to all internal controls and policies as well as compliance of all applicable regulations.

The Audit Committee of the Board of Directors reviews the adequacy of controls at regular intervals.

DEPOSITS

The Company has not accepted/renewed any deposits during the period There were only 14 deposits from the public and shareholders amounting to Rs. 7,122/- due for payment on or before 30th June, 2012 but not claimed as on the date of the Balance Sheet and this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr S.M. Shetty retires by rotation and being eligible, offers himself for reappointment.

During the period Mr K.P. Nigam resigned as Director w.e.f. 30th May, 2012. Mr Sharad Sanghvi was appointed as an Additional Director of the Company w.e.f. 30th April, 2012. Mr Sharad Sanghvi, whose term expires at the end of the ensuing Annual General Meeting has offered himself for reappointment

PERSONNEL

The Board of Directors wishes to express its appreciation to all the employees of the Company for their wholehearted support and co-operation to the Company during the period. The relationship between the employees and the Management remained cordial throughout the period.

AUDITORS

M/s. S.K. Kavathekar & Co, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed. Remarks made by the auditors in their report read with notes to accounts thereon are self explanatory.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms that:-

(i) in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently 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 at the end of the accounting period and of the loss of the company for that period;

(iii) the Directors have taken proper and sufficient care 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 Directors have prepared the Accounts on a going concern basis

STATUTORY INFORMATION

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and forms part of this Report.

None of the employees is drawing salary in excess of the limit specified, whose particulars are required to be included in the Directors'' Report as required under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is appended herewith.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank and acknowledge with gratitude the co-operation and assistance received from various Government Authorities, Professionals and other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust and confidence reposed by the Shareholders of the Company.

For SM DYECHEM LIMITED

S.M. SHETTY

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Date: 30th August, 2012

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Mar 31, 2011

The Directors present their Twenty-sixth Report together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in '000)

2010-2011 2009-2010

Total Income 363,531 228,827

Profit/(Loss) before Depreciation, Interest and Tax (6,804) 17,695

Less: Depreciation 583 581

Add: Prior period Expenses — 6,552

Add : Tax adjustments

For earlier year — 10,876

Profit/(Loss) after tax (7,387) 34,542

DIVIDEND

Your Directors regret that due to accumulated losses, no dividend could be recommended for the year.

MANAGEMENT DISCUSSION & ANALYSIS

OPERATING RESULTS

The total income for the period was Rs.363,531 thousands as against Rs.228,827 thousands for the previous year. The operations have resulted into loss of Rs.6,804 thousands (previous year profit of Rs.17,965 thousands) before interest, depreciation and tax. Loss for the year after providing Depreciation, Interest and Tax is Rs.7,387 thousands as against a Profit of Rs.34,542 thousands for the previous year.

BIFR/AAIFR PROCEEDINGS & OUTLOOK

The Board for Industrial & Financial Reconstruction (BIFR) has approved a detailed rehabilitation scheme (DRS) vide its order dated 29th May, 2008 read with notification letter dated 30th April, 2009 involving inter alia one time settlement of the unsecured creditors, deferred payment of statutory dues, reorganization of share capital etc, submitted by the IDBI Bank Ltd, the Operating Agency after taking the views of the various parties at specially convened meeting. Substantial payments towards creditors and statutory liabilities have been made during the year under review. The Board is

Process of implementation of DRS. The Board is also exploring various options for alternative business plans for the Company.

RISKS AND CONCERN

As reported earlier, the Company is a sick company under the BIFR Act and is exposed to the financial risk.

ADEQUACY OF INTERNAL CONTROL

The Company has a proper, adequate and well-set system of internal control to ensure that all activities are monitored and controlled and all systems are safeguarded and protected. The costs are kept under control by monitoring on regular basis.

The Company adheres to all internal controls and policies as well as compliance of all applicable regulations.

The Audit Committee of the Board of Directors reviews the adequacy of controls at regular intervals.

DEPOSITS

The Company has not accepted/renewed any deposits during the year. There were only 14 deposits from the public and shareholders amounting to Rs.7,122/- due for payment on or before 31st March, 2011 but not claimed as on the date of the Balance Sheet and this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr C.R. Murali retires by rotation and being eligible, offers himself for reappointment.

During the year Mr K.P. Nigam was appointed as an Additional Director of the Company w.e.f. 31st May, 2011. Mr Virender Khanna resigned as Director w.e.f. 22nd June, 2011.

PERSONNEL

The Board of Directors wishes to express its appreciation to all the employees of the Company for their wholehearted support and co-operation to the Company during the year. The relationship between the employees and the Management remained cordial throughout the year.

AUDITORS

M/s. S.K. Kavathekar & Co, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed. Remarks made by the auditors in their report read with notes to accounts thereon are self explanatory.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms that:-

(i) in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently 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 at the end of the accounting year and of the loss of the company for that period;

(iii) the Directors have taken proper and sufficient care 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 Directors have prepared the Accounts on a going concern basis

STATUTORY INFORMATION

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and forms part of this Report.

None of the employees is drawing salary in excess of the limit specified, whose particulars are required to be included in the Directors' Report as required under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is appended herewith.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank and acknowledge with gratitude the co-operation and assistance received from various Government Authorities, Professionals and other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust and confidence reposed by the Shareholders of the Company.



For SM DYECHEM LIMITED

S.M. SHETTY

CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai

Date : 28th July, 2011