Futura Polyesters Ltd
Directors Reports
To
The Members,
Your Directors submit the 53rd Annual Report of the Company along with the Audited
Statement of Accounts for the period ended 31st March 2014 pursuant to the Annual General
Meeting which now stands adjourned to March, 2017.
1. FINANCIAL RESULTS :
|
2013-2014 |
2011-2012 |
|
(18 months) |
(15 months) |
| Gross Profit/(Loss) before interest & depreciation |
— |
— |
| Interest |
— |
— |
| Depreciation |
— |
— |
| Operating Profit / (Loss) |
— |
— |
| Profit / (Loss) before tax |
— |
— |
| Excess Provision of earlier years |
1,06,44,517 |
— |
| Provision for Fringe benefit tax |
— |
— |
| Provision for wealth-tax |
— |
3,00,000 |
| Deferred Tax Adjustment |
— |
9,58,86,653 |
| Provision for taxation |
— |
— |
| Profit / (Loss) after tax |
(92,31,18,650) |
(189,67,81,562) |
| Balance of Profit brought forward from previous year |
(214,92,51,196) |
(25,24,69,634) |
| Balance carried to Balance Sheet |
(307,23,69,846) |
(2149251196) |
2. DIVIDEND:
Your Directors do not recommend any dividend for the year under review due to the loss
suffered by the Company.
3. OPERATIONS:
The Turnover of the company during the financial year ending 31st March, 2014 was Rs.
Nil crores compared with Rs. 214.74 crores during the previous year. This fall in turn
over was due to the company facing severe financial crises and suspension of its
operations partially in mid 2012 and further all operations w.e.f. 31st Dec 2012. During
the year the company approached the concerned authorities for Corporate Debt Restructuring
(CDR cell) for Restructuring of its debts. We made serious efforts to comply with the
strict norms and conditions of Corporate Debt Restructuring (CDR) which was granted to it
in May 2012. However inspite of making serious efforts to comply with the strict norms and
conditions of Corporate Debt Restructuring (CDR) it could not be put into effect thereby
losing precious time, in restarting operations. This had the effect of making the
operations permanently unviable. The substantial fall in revenues added to that the burden
of bearing the fixed costs. The company drifted into a irreversible path. Prime customers
were lost and the company became overburdened with debt, interest, fixed costs, which
could not be met thru operations. As a consequence the company lost its key personnel, and
had an effect of mass exodus of employees.
4. SALE OF LAND, PLANT& MACHINERY ETC.
Members have approved the sale of land, together with structures thereon, Plant &
Machinery in accordance with Section 293(1)(a) of the Companies Act 1956, by way of Postal
Ballot, in the month of June/July 2013. Efforts have been made to put the resolution of
shareholders into effect and consequently the company signed a MOU with purchaser based in
Chennai. Your Directors expect to complete the transaction soon.
5. EXPLANATION & COMMENTS ON AUDITORS REPORT:
Management perception and Explanations/ clarifications to Auditor's Opinion in the
Auditor's Report dated 19th January, 2017 considered by the Board of Directors is given
below: a) The company is continuing with the assessment of alternate plans and all efforts
are be made to achieve the same. b) Effective and necessary steps are being taken.
The company expects to recover the moneys from M/s. Golden Star Promoter Pvt. Ltd.
(GSPL) in a reasonable period of time. The company is confident of realising the monies
from GSPL. c) Based on the certificate of bankers liability has been recorded in the books
of accounts of the company. The impact of the Loss to the company will be computed at the
time of final settlement with the bankers. In the Consortium of 9 bankers 2 banks are
charging interest where as others are not charging interest. d) The status of bank
balances in current and deposit account is has been stated. The note is self explanatory
and does not call for further explanation e) As a Conservative accounting practice the
lesser amount payable to Daewoo has been shown. The matter is being heard in the Honorable
Bombay High Court and it is expected that hearings here after will take place. f) The note
is self explanatory and does not call for further explanation g) All efforts have been
made to obtain confirmation from sundry debtors and creditors h) The company has already
taken all efforts to meet export obligations. i) Employees of the company in large numbers
left the organisation at the end of calendar year 2012. The company had no funds to pay
for operating expenses and hence no electricity to run its computers and Systems.
This prevented the company from updating its records and data. The company made best
efforts whatever necessary to maintain statutory records. There were also litigations with
concerned government departments and made best efforts to update and collate data and
information.
6. SUBSIDIARY OF THE COMPANY
The company does not have any Subsidiary.
7. FIXED DEPOSITS AND LOANS
As on 31st March, 2014, the Company had an aggregate sum of 185.69 Lakhs as fixed
deposits from Public / Shareholders. The total number of depositors who have not claimed /
renewed their deposits on maturity was 112 and the amount that remained unclaimed / not
renewed as on 31st March, 2016 was Rs. 27.98 Lakhs The Company has not accepted any fresh
deposits nor renewed any deposits during the period under review. The Company has
approached the Hon'ble Company Law Board (CLB) (now name changed to National Company Law
Tribunal (NCLT) suo moto for certain reliefs in the repayment of the Fixed Deposits of the
company and is awaiting reliefs/extended time for repayment of Fixed Deposits amounting to
Rs. 1.86 Crs.
8. INSURANCE
The Company's plant & Machineries, stores, inventories have been disposed off &
since the company does not carry on any operations no insurance have been provided for.
9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The Company does not carry any operation, the relevant information is not called for.
10. DIRECTORS
Mr. M Sarvanan nominee of IDBI. IDBI has withdrawn his nomination from the Board of the
Company with effect from 10-03-2014. Mr. K. Ramasubramanian resigned from the Board in 4th
December, 2014. The Board places on record their services made by them during their tenure
as Directors.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirements under section 217(2A) of the Companies Act, 1956 ("the
Act") with respect to directors' responsibility statement, it is hereby confirmed
that:-
1. In preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departure.
2. 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 as at 31st Dec 2012 and of the loss of
the Company for the period ended on that date.
3. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a ‘going-concern' basis.
12. AUDITORS:
Members will recall that the earlier Statutory Auditors M/s. N. M. Raiji & Co.
Chartered Accountants had resigned and in their place M/s. LLB & Co, Chartered
Accountant had been appointed as Statutory Auditors at the recently concluded the Extra
Ordinary General Meeting held on 8th December, 2016. The terms of appointment
of M/s. LLB & Co, Chartered Accountant, Statutory Auditor comes to an end at
this\annual General Meeting. The reappointment is now sought from the conclusion of this
meeting till the next Annual General Meeting to conduct Audit for the next financial year.
13. COST AUDITOR:
As the company does not have operations the requirement of maintaining of Cost Accounts
does not arise.
14. REAPPOINTMENT OF MR. S. B. GHIA AND
MR. M. D. DALAL
Mr. S. B. Ghia and Mr. M.D. Dalal have been appointed as the Managing Director &
Joint Managing Director respectively.
15. CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange
Limited, Corporate Governance and Management Discussion and Analysis Report annexed to
this report, form part of this Annual Report.
16. INDUSTRIAL RELATIONS:
A settlement is being arrived at with workmen at Chennai. The Directors wish to place
on record their appreciation for the co-operation extended by the Ex. Workmen
17. COMPLIANCE CERTIFICATE:
A Certificate from the Practising Company Secretary of the Company regarding compliance
of conditions of corporate governance as stipulated under Clause 49 of the Listing
Agreement is attached to this report.
18. PERSONNEL:
In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended, none of the Company's
employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum
or Rs. 5,00,000/- or more per month during the period under review.
19. ACKNOWLEDGEMENTS:
The Board of directors wishes to place on record its gratitude for the continued
support from Government authorities, Banks, members etc.
|
By Order of the Board |
|
S. B. GHIA |
|
Chairman & Managing Director |
| Registered Office: |
|
| Paragon Condominium, 3rd Floor, |
|
| Pandurang Budhkar Marg, Mumbai-400 013. |
|
| Place: Mumbai |
|
| Dated: 19th January 2017 |
|
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