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वरुण इंडस्ट्रीज निदेशकों की रिपोर्ट, वरुण इंडस्ट्रीज निर्देशकों द्वारा रिपोर्ट

वरुण इंडस्ट्रीज

बीएसई: 532917  |  NSE: VARUN  |  ISIN: INE032G01012  |  Steel - Medium & Small

खोजें वरुण इंडस्ट्रीज कनेक्शन Mar 12
निदेशकों की रिपोर्ट वर्षांत : Mar '13
To the Members,
 
 The Directors have pleasure in presenting the 17th Annual Report on
 the business and operations of your Company for the year ended 31st
 March 2013. In compliance with Clause 49 of the Listing Agreement, a
 separate section on Management Discussion and Analysis Report forms
 part of this Annual Report.
 
 1 FINANCIAL PERFORMANCE:
 
                                         (Rs.in Crore)
 
                                   Year ended     Year ended
                                  31 March 2013  31s''March 2012
 
 Income                                  339.99        3132.27
 
 Profit before Tax                       (35.72)       (157.76)
 
 Less: Provision for Taxation             (1.24)          0.04
 
 Profit after Tax                        (34.48)       (157.80)
 
 Add: Balance brought forward            (62.96)         94.83
 
 Disposable Profit                       (97.44)        (62.96) 
 
 Appropriations:
 
 Transfer to General Reserve 
 
 Proposed Dividend Tax on Dividend
 
 Balance carried to Balance Sheet        (97.44)        (62.96)
 
 
 2.  PERFORMANCE REVIEW:
 
 In view of the worldwide recessionary factors, the Company''s financials
 have been affected to a greater extent resulting in approach to the
 Consortium of Bankers for approving Corporate Debt Restructuring (CDR)
 package for the Company.
 
 In view of several constraints, there was delay in complying with the
 requirements of CDR mechanism. This has result in adverse financial
 results primarily arising out of the low level of operations of the
 Company.
 
 However, efforts are under way to revive the operations including
 exports of the Company.
 
 3.  FUTURE OUTLOOK: - '' ''
 
 The Company is hopeful of improving its financial position. The Company
 is also undertaking all necessary efforts to reduce costs and increase
 profitability.
 
 4.  DIVIDEND.
 
 In view of the net loss incurred by the Company in the financial year
 2012-13, the Directors do not recommend any dividend.  5- PLEDGE OF
 PROMOTER & PROMOTER GROUP SHAREHOLDING IN THE COMPANY.
 
 As on March 31, 2013, Promoter & Promoter Group were holding
 1,14,63,518 shares representing 39.37% of the equity share capital of
 the Company, out of which 1,14,56,579 shares representing 39.35% of the
 Promoter & Promoters Group holding were pledged.
 
 6.  CORPORATE DEBT RESTRUCTURING:
 
 The Company was referred to the Corporate Debt Restructuring Forum, a
 non-statutory voluntary mechanism set up under the aegis of the Reserve
 Bank of India (RBI), for the efficient restructuring of corporate
 debt (hereinafter referred to as the CDR). Pursuant thereto, the CDR
 Empowered Group (CDR EG) approved a restructuring package in terms of
 which the existing facilities were restructured as set out in the
 Letter of Approval (LOA) dated 28th December, 2012 issued by Corporate
 Debt Restructuring Cell (CDR Cell).
 
 7.  EXTRA ORDINARY GENERAL MEETING FOR ISSUE OF SHARfc.S ON
 PREFERENTIAL BASIS TO MR. KIRAN H MEHTA. PROMOTER DIRECTOR OF THE
 COMPANY:
 
 The Company has held an Extra Ordinary General Meeting of Members on
 18lh April, 2013 for issuing shares on preferential basis to Mr. Kiran
 N. Mehta, Promoter Director of the Company as per CDR Scheme as
 approved by the CDR EG on 28,h December, 2012. The Company has made an
 application to BSE Ltd. and National Stock Exchange of India Limited
 for their In Principal Approval. The Company will allot the equity
 shares to said Mr. Kiran N. Mehta only after getting BSE & NSE
 approval.
 
 S CORPORATE GOVERNANCE:
 
 A Report on Corporate Governance as per the requirements of Clause 49
 of the Listing Agreement with the stock exchanges.forms part of the
 Annual Report.
 
 As per the requirements of the said Clause, a Certificate from the
 Auditors of the Company, M/s. Chunnilal & Company, Chartered
 Accountants conforming compliance to the conditions of Corporate
 Governance is annexed to this Report.
 
 9.  SUBSIDIARY COMPANIES
 
 During the year under review, Varun Petroleum SARL, Oil and Gas
 Incorporation SARL, Varun International SARL, Madagascar Energy
 Corporation SARL, Varun Energy Corporation SARL, Varun SARL and Varun
 Torian International SARL, Madagascar ceased to be subsidiaries of the
 Company.
 
 During the year, the investments in the aforesaid subsidiary Companies
 were disposed of at cost due to non-payment of share application money
 and subsequent cancellation of the Share Purchase Agreement between the
 Parties and the disposal proceeds were set off against the amount due
 to related party. Hence the Company did not prepare consolidated
 financial statements for the aforesaid subsidiary companies for the
 year under review.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs (MCA), Government of India (GOI), Balance Sheet,
 Statement of Profit and Loss and other documents of the subsidiary
 companies are not attached with the Balance Sheet of the Company. The
 Company shall make available the copies of annual accounts of the
 subsidiary companies and related detailed information to the
 shareholders of the Company seeking the same. The annual accounts of
 the subsidiary companies will also be kept for inspection by any
 shareholder at the Registered Office of the Company and that of
 respective subsidiary companies.
 
 Further, pursuant to Accounting Standard (AS)-21 prescribed under the
 Companies (Accounting Standards) Rules, 2006 and the Listing Agreement,
 Consolidated Financial Statements presented herein by the Company
 include financial information of subsidiary companies, which forms part
 of this Annual Report.
 
 10.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 In terms of the provisions of Section 217(2AA) of the Act, your
 Directors confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures; ii) 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 your Company at the end of the financial year
 and of the profit of your Company for that year;
 
 iii) 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 your Company and
 for preventing and detecting fraud and other irregularities; and
 
 iv) the Directors had prepared the annual accounts on a ''going concern''
 basis.
 
 11.  DIRECTORS:
 
 Mr. Kiran N. Mehta, Chairman & Managing Director, Mr. Kailash S.
 Agarwal, Managing Director and Mr. Varun K. Mehta, Whole-Time Director
 of the Company have informed the Company that in view of the current
 financial difficulties being faced by the Company, they will render
 services to the Company free of any remuneration w.e.f. 1st March 2012
 till the improvement in the financial position of the Company.
 
 Mr. Varun K. Mehta ceased to be a director and wholetime director of
 the Company w.e.f. 25th March, 2013.  In accordance with the act and
 the Articles of Association of the Company, Mr. Raaja Jain and Mr.
 Mahender Tahilramani retire by rotation and being eligible offer
 themselves for re-appointment.
 
 As required by Clause 49 of the Listing Agreement, brief profiles of
 the above referred Directors, nature of their expertise in specific
 functional areas and names of companies in which they are directors,
 are provided in the Corporate Governance Report forming part of the
 Annual Report.
 
 12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Pursuant to the provisions of Section 217(1)(e) of the Act, read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, particulars relating to energy conservation,
 technology absorption and foreign exchange earnings and outgo, are
 given in Annexure ''A'' to this Report.
 
 13.  FIXED DEPOSITS:
 
 During the year under review, the Company has not accepted any fixed
 deposits.
 
 14.  AUDITORS:
 
 The Auditors of the Company, M/s. Chunnilal & Company, Chartered
 Accountants, Mumbai holds office until the conclusion of the ensuing
 Annual General Meeting and being eligible, offers themselves for
 re-appointment. The Company has received a letter from the Auditors to
 the effect that their re-appointment, if made, would be within the
 prescribed limits under Section 224(1 B) of the Companies Act, 1956 and
 that they are not disqualified for such re-appointment within the
 meaning of Section 226 of the said Act.
 
 15.  AUDITORS''RFMAnK/O0fRs.EI(VATICN:
 
 Auditors have remarked on the following aspect, which are being
 explained hereunder:
 
 a) Short Provisions of Rs.51.33 Crore towards bank interest: The
 Company''s proposal for CDR has been approved by CDR EG vide its letter
 dated 28th December, 2012 and confirming minute''s letter dated 23rd
 January, 2013. Before the CDR Scheme becoming effective, the Master
 Restructuring Agreement (MRA) has been executed and signed between the
 Company and the Consortium of Bankers on 29th March, 2013 upon certain
 terms and conditions to be complied with by the Company and therefore
 there is a short provision of Rs.51.33 Crore towards bank interest. The
 Company has already given effect as per MRA dated 29th March, 2013
 signed with Consortium of Bankers.
 
 b) Increase in Company''s Borrowing Powers U/s. 293(1 )(d): The
 Company''s Board has approved the increase in limit of Borrowing Powers
 U/s. 293(1 )(d) of the Companies Act, 1956 from Rs.20,00,00,00,000/- to
 Rs.30,00,00,00,000/- subject to approval of Members at the ensuing 17th
 Annual General Meeting. The enabling resolution for the same has
 already been included in the Notice calling Annual General Meeting to
 be held on 26th September, 2013 for the approval of Members.
 
 c) Settlement deed dated 15th April, 2012 with two overseas debtors
 agreeing to allow the discount of n 60.60 Crore and to defer the
 balance export realization of Rs.1460.97 Crore for five years: The
 Company is in the process.  of seeking permission for the deferment of
 export receivables.
 
 d) Confirmation of balances of debtors, creditors, loans & advances,
 deposit, other receivables and payables: There are differences in
 balances due to the ongoing litigations of the Company. Certain
 balances are in the process of reconciliation and the same shall be
 completed in due course of time.
 
 e) Ascertainment of Coftingent liabilities on account of ongoing
 litigations in various courts/tribunals: The explanation given by the
 Auditor is self-explanatory and need not require any further
 explanation by the Management.
 
 16.  COSr AUDITORS:
 
 In pursuance of Section 233-B of the Companies Act, 1956 and directives
 of Central Government, your Directors have appointed M/s. Joshi Apte &
 Associates, Cost Accountants, as the Cost Auditors to conduct cost
 audit of the product Steel for the years 2012-13 and 2013-14 in place
 of M/s. Mehta N. & Associates who have expressed their inability to
 continue as Cost Auditors due to their pre-occupation. The Company has
 received confirmation from M/s. Joshi Apte & Associates that their
 appointment, if made, will be within the limits prescribed under
 Section 224(1 B) of the Companies Act, 1956. The Cost Audit Report for
 the year ended 31.3.2013 will be filed on or before 27.9.2013, the due
 date.
 
 17.  LISTING OF SECURITIES:
 
 Your Company''s shares are listed on the BSE Ltd. (BSE) and National
 Stock Exchange of India Ltd. (NSE) and the listing fees for these two
 exchanges have been paid by the Company.
 
 18 PARTICULARS OF EMPLOYEES:
 
 Information as prescribed by Section 217(2A) of the Act, read with
 Companies (Particulars of Employees) Amendment Rules, 2011 is given as
 an annexure to this Report. However, pursuant to the provisions of
 Section 219(1)(b)(IV) of the Act, the Report and Accounts are being
 circulated to all the Members without the said annexure. Members
 interested in the said information may write to the Company Secretary
 at the Registered office of the Company.
 
 19, ACKNOWLEDGEMENTS:
 
 Your Directors would like to express their sincere appreciation to the
 Company''s Bankers and Financial Institutions, Government Authorities,
 Regulatory Bodies, Customers,Vendors and Investors for their continued
 assistance and co- operation during the year under review. Your
 Directors also wish to place on record their deep sense of appreciation
 of the committed services displayed by all the executives, staff and
 workers of the Company at all levels and also highly appreciate their
 hard work and co-operation to take the challenge in order to accomplish
 the Company''s mission.
 
                            For and on behalf of the Board of Directors
 
                            Sd/-
 
 Place : Mumbai             Kiran N. Mehta
 
 Date : May 30,2013        Chairman &'' Managing Director
 
 Registered Office:
 
 13, Shankheshwar Darshan, A. G. Pawar Cross Lane, Byculla (East),
 Mumbai - 400 027.
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `585 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `890 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `483 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `172 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `151 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `388 Cr की बिकवाली की
  • CS ON BHEL : Outperform रेटिंग, लक्ष्य `88/Sh
  • CS ON CADILA HEALTH : Neutral रेटिंग, लक्ष्य `251/Sh
  • CS ON PIDILITE IND : Underperform रेटिंग, लक्ष्य `1245/Sh
  • MACQUARIE ON BHEL : Neutral रेटिंग, लक्ष्य घटाकर `58/Sh

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