To the Members,
The Directors are pleased to present their 37th Report along with the audited financial
statements of the Company for the year ended 31st March, 2017.
FINANCIAL PERFORMANCE
The Company's financial performance for the year ended 31st March, 2017 is summarized
below:
| Particulars |
2016-17 |
2015-16 |
| Operational Income |
- |
- |
| Other Income |
1,95,400 |
17,83,674 |
| Total Revenue |
1,95,400 |
17,83,674 |
| Profit / (Loss) before Tax |
(39,20,386) |
(77,92,966) |
| Profit / (Loss) after Tax |
(39,20,386) |
(77,92,966) |
| General Reserves |
(57,46,94,858) |
(57,07,74,472) |
Performance Overview
During the year under review, there were no operations. The lead Institution i.e. IDBI
Ltd. and IFCI have filed a suit before the Debt Recovery Tribunal (DRT) madras and ICICI
have also filed a suit before the Debt Recovery Tribunal (DRT), Mumbai for recovery of
their dues.
ICICI had also sued the company before the Mumbai high court and an official receiver
as appointed by the court took over the possession of the suit securities on 14.08.1998.
Mumbai high court transferred this case to DRT Mumbai. On request of ICICI, DRT Mumbai has
appointed a private receiver in place of court receiver. As per direction of DRT Mumbai,
ICICI /Receiver made an advertisement in the newspaper on 27.11.2002 for sale / disposal
of assets of the company Viz. floating dry docks, Machineries, furniture and fixtures,
vehicles stores and spares etc. on as is where is basis and as is what is basis. These
assets as intimated by DRT receiver have since been disposed off. The company had filed a
counter claim on ICICI (Lead Bank) amounting to Rs. 210 cr.
Further pending decision in the matter of company's claim on ICICI (Lead Bank)
amounting to Rs.210 crores, on account of the institution company has suffered loss which
resulted in a total loss of company's most valuable assets which had a
value more than sufficient to meet the claims of all secured and/or unsecured
creditors. By failing to carry out timely maintenance despite reminders from the Court
Receiver, High Court, Mumbai and others the financial institutions allowed dissipation and
ultimate destruction of the two dry docks and other imported & indigenous machineries.
Therefore the cost of fixed assets (net of relevant revaluation reserve) less depreciation
provided till the date of disposal and value of inventories aggregating to Rs.48.81 crores
as intimated by DRT Receiver has been deducted from secured loans. In view of above, the
management is of the considered opinion that no amount whatsoever is due and payable to
the Financial Institutions.
However in the financial year 2015-16, on 30th June 2015, Debt Recovery Tribunal,
Mumbai has allowed a claim of Rs. 18,81,15,054/- to ICICI Bank Ltd. with subsequent simple
interest @12% per annum from 1.04.1997 till realization. The Counter Claim of the company
amounting to Rs. 210 Crores has been rejected by the DRT. Your Company has filed an appeal
against this order before Debt Recovery Appellate Tribunal, Mumbai.
Further during the financial year 2016-17, DRT, Chennai vide its order dated 03/01/2017
allowed the claim of IDBI and IFCI amounting to Rs. 31,03,48,000/- and Rs. 21,60,83,000/-
respectively totaling Rs. 52,64,31,000/- against which the company has filed a review
petition and the matter is sub-judice.
During the year under review, there has been no change in the nature of business of the
Company. Further, no material changes and commitments have occurred between the end of the
financial year and the date of the report affecting the financial position of the Company.
Subsidiaries and Associates
Company doesn't have any Subsidiaries or Associates Company.
Material Subsidiaries
Pursuant to Regulation 24 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company is require to
formulate a policy for determining material subsidiaries but the same Clause is not
applicable on Company as Company doesn't have any Subsidiary Company.
Management Discussion and Analysis
A separate chapter on Management Discussion and Analysis is given in this Annual
Report.
Dividend
There is no operation in the company since long, thus your directors are not able to
recommend any dividend for the financial year 2016-17.
Reserves
In the above disclosure, General reserves are negative and equity has been eroded.
Public Deposits
During the F.Y. 2016-17, your Company has not accepted any deposits within the meaning
of Section 73 and 76 Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and as such no amount of principal or interest was outstanding as on date of
the Balance Sheet.
Corporate Governance A separate report on Corporate Governance along with the
General Shareholders Information, as prescribed under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as a
part of the Annual Report along with the Auditor's Certificate on Corporate Governance.
Extract of Annual Return
The details forming part of the extract of the Annual Return in the Form MGT-9, in
accordance with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, are set out herewith as "Annexure
A" to this report.
Particulars of loans, guarantees or investments
The Net Worth of the Company is negative and company had not given any loans or
guarantee or investment during the year under review under the provision of section 186 of
the Companies Act, 2013.
Meetings of the Board and Committees
The details in respect to the number of Board and Committees meetings of your Company
are set out in the Corporate Governance Report which forms part of this Report.
Audit Committee
Pursuant to the provisions of section 177 of
Companies Act, 2013, the Audit Committee of the Company consisting of two Directors -
Mr. Aditya Tulshan as Chairman, and Mr. Jagdish Prasad Chokhani as members. Mrs. Lakshmi
Devi Chokhani has been resigned and your company is looking for suitable candidate for the
position of Directorship.
Board of Directors of the Company has duly accepted the recommendations of Audit
Committee during financial year 2016-17.
Vigil Mechanism-
The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose of
this mechanism is to provide a framework to report concerns about unethical behavior,
actual or suspected fraud or violation of the Company's code of conduct or ethics policy
and provide adequate safeguards against victimization of the person availing this
mechanism. This Policy has been appropriately communicated within the organization and is
effectively operational. The policy provides mechanism whereby whistle blower may send
protected disclosures directly to the Chairman of Audit Committee or Ethics Officer.
Risk Management - As per the requirement of Regulation 17 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the company laid down the procedures to inform Board members about the risk
assessment and minimization procedures and the Board was responsible for framing,
implementing and monitoring the risk management plan for the company. The Company has
developed and implemented a Risk Management Policy to identify and mitigate key risks that
may threaten the existence of the Company.
However it is to be noted that company's ship repairing business has been suspended
since June 1998 and it has pending litigation with govt./ autonomous bodies and financial
institution
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to
financial statements. Such system has been designed to provide for:
• Adoption of accounting policies in line with applicable accounting standards.
• Proper recording of transactions with internal checks and reporting mechanism.
• Compliance with applicable statutes, policies, management policies and
procedures.
The management of your Company periodically reviews the financial performance against
the approved plans across various parameters and takes necessary action, wherever
necessary. However trading of the Company has been suspended since 1998 but the Company
has to incur continuous expenses in the form of litigation and other miscellaneous
expenses.
FRAUD REPORTED BY AUDITOR
There was no fraud by the Company during the financial year 2016-17, which has been
noticed (or) reported during the course of our Audit by the Auditors under section 12 of
section 143 of Companies Act, 2013.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules made there under as well as
Regulation 25 & 26 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
The details of the familiarization programme for the Independent Directors have been
uploaded on the website of the Company and may be accessed through the link: http://www.cilsd.in/
CIL/Policy/Familiarisation_Programme%20for%20 Independent%20Directors.pdf.
Details of Significant and material orders passed by the Regulators or Courts or
Tribunals impacting going concern status and Company's operation in future.
No significant and material order was passed by Regulators or Courts or Tribunals
during the year under review impacting the going concern status of your Company.
Directors and Key Managerial Personnel Appointments
During the financial year 2016-17, no Directors were appointed in the Company.
In accordance with the provisions of Sections 149, 152 and other applicable provisions,
if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules,
2014, Mrs. Rekha Suresh Goenka, Director is liable to retire by rotation at the
forthcoming Annual General Meeting.
In terms of provisions of Section 203 of the Companies Act, 2013 read with Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014, the Board of
Directors of the Company has, in its meeting held on 28th June 2016, appointed Mr.
Chellappa Sriniwasan as Chief Financial Officer and appointed Mr. Priyanshu Kandhway, as
Company Secretary and Priyanshu Kandhway, Company Secretary as Chief Financial Officer of
the Company on 14th November, 2016 and 16th May, 2017, respectively.
Resignations
During the financial year 2016-17, Ms. Himanshi Zaira, Company Secretary who was
appointed on 1st March, 2016, has resigned on 3rd September, 2016, and Mr. Ram Kumar
Tiwari, Chief Financial Officer has resigned on 30th June, 2016 and Mr. Chellappa
Sriniwasan who was appointed as Chief Financial Officer resigned on 3rd September, 2016.
The Board places on record its appreciation for their valuable contribution during
their association with your Company
Directors' Responsibility Statement
Pursuant to Section 134(3)(c), the Directors hereby state and confirm that :
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors have selected 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 and of
the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of Companies Act, 2013 and Regulation 17 Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried out the annual evaluation of its own performance and that of its
Directors individually. The evaluation criteria as laid down by the Nomination &
Remuneration Committee included various aspects of the functioning of Board such as
composition, process & procedures including adequate & timely information,
attendance, delegation of responsibilities, decision-making; roles & responsibilities
including monitoring, benchmarking, feedback; stakeholder relationship and committees.
The performance of individual Directors including the Chairman was evaluated on various
parameters such as knowledge & experience, interest of stakeholders, time devoted etc.
The evaluation process has been explained in the Corporate Governance Report of the Annual
Report. The evaluation of Independent Directors was based on aspects like participation in
& contribution to the Board decisions, knowledge & experience and judgment.
COMPANIES CEASED OR BECOME SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE DURING THE YEAR
No Company is either ceased or become subsidiaries, joint ventures or associate Company
during the financial year 2016-17.
PARTICULARS OF REMUNERATION
The information as required in accordance with Section 197(12) of the Companies Act,
2013, read with the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014. However, as per the provision of Section 136 of the Companies Act, 2013, the
Report and the Accounts are being sent to all members of the Company.
No remuneration paid to any Director or Managing director of the company except by way
of sitting fees for the financial year 2016-17 due to the prevailing condition of the
Company. There are Key managerial Personnel (KMP) appointed in the Company during the
financial year 2016-17 but only Company Secretary cum Chief Financial Officer is getting
remuneration who was appointed on 14th November 2016. Thus there is no relevance to
disclose remuneration for making any comparison as per the requirement of the provision of
the Act and Rules made there under.
Nomination and Remuneration Policy
The Nomination & Remuneration Policy as approved by the Board on the recommendation
of the Nomination & Remuneration Committee is annexed with this Report as Annexure
"B".
Corporate Social Responsibility
Since Company's Business not operating its business since June 1998, thus corporate
social responsibility (CSR) provision is not applicable to the company.
Internal Complaints Committee (Anti-Sexual H arassment Policy)
During the period under review, no complaints were received by the Internal Complaints
Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual
Harassment of Women at Workplace.
Related party transactions
There is no related party transaction in the company with any related party. The
Company has formulated a policy on Related Party Transactions which is available on the
website of the Company and can be accessed through the mentioned link http://www . cilsd.in/CIL/Policy/Related%20Party%20Policy.pdf.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information as required by Section 134 (3) (m) read with relevant rules of the
Companies Act, 2013, is set out as under:
Conservation of Energy -
Pursuant to the direction of DRT Mumbai, all the ship repairing assets of the Company
sold off. There are no more ship repair operations. Therefore, no measures to conserve the
energy are required to be undertaken.
Technology absorption, adoption & innovation
N.A. (in view of above)
Foreign Exchange Earnings & outgo
| Particulars |
Current Year |
Previous Year |
|
(2016-17) |
(2015-16) |
| Earnings |
Nil |
Nil |
| Outgo |
Nil |
Nil |
Auditor and Auditor's Report Statutory Auditors
M/s B.K. Shroff & Co., Chartered Accountants, appointed as Statutory Auditors of
the Company in the 36th Annual General Meeting of the Company to hold office till
conclusion of 39th AGM. As required under Regulation 33 of SEBI (LODR), 2015, the Auditors
also confirmed that they hold a valid certificate issued by the Peer Review of the
Institute of Chartered Accountants of India.
However the Board discussed the qualifications raised by the Auditors in their Reports
and noted the same along with the explanations provided by the Management as annexed to
this Report. Board confirm that certain debit and credit balances are not confirmed and
reconciled which may affect certain financial disclosure which is unavoidable due to
pending litigation with Govt./autonomous bodies and financial Institutions.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company
appointed Ms. Sapna Garg, ACS, Company Secretary in Practice and proprietor of M/S Sapna
Garg & Associates., Company Secretaries to conduct the Secretarial Audit of your
Company. The Secretarial Audit Report is annexed herewith as ‘Annexure C' to
this Report. The Secretarial Audit Report does not contain any qualifications,
reservations or adverse remark.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance
and support extended to the Company by its collaborators, customers, bankers, vendors,
Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our
valued Shareholders.
On behalf of the Board Directors
Jagdish Prasad Chokhani
Chairman
DIN- 00304040
Place : New Delhi
Date : 26/08/2017
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