SVC SUPERCHEM LIMITED
ANNUAL REPORT 2013-2014 SVC SUPERCHEM LIMITED SVC SUPERCHEM LIMITED Corporate Information BOARD OF DIRECTORS REGISTERED OFFICE
Mr. Suresh V. Chaturvedi - Promoter Director 301, 3rd Floor, Shubham Centre-1, (DIN-00577689) 491, Cardinal Gracious Road, Andheri (East), Mumbai - 400 099. Mr. I.G. Mehrotra - Non - Executive & Independent Director (DIN - 00579544) PLANT
Dr. P.P. Shastri - Non-Executive & Independent Director Chhata - Barsana Road, (DIN- 02199254) Chhata, Dist. - Mathura Uttar Pradesh - 281 401. Mr. Jaffar Imam - Non- Executive Director (DIN- 00579549)
Mr. G.S. Dahotre - Non-Executive & Independent Director REGISTRAR & TRANSFER AGENT (DIN -00009789) M/s. Sharex Dynamic (India) Private Limited BOARD COMMITTEES Unit-1, Luthra Indus. Premises, 1st Floor, 44-E, M. Vasanji Marg, Andheri - Kurla Road, Safed Pool, Andheri (E), Mumbai - 400 072. AUDIT COMMITTEE Mr. G.S. Dahotre - Chairman Dr. P.P. Shastri - Member LISTING OF EQUITY SHARES Mr. I.G. Mehrotra - Member BSE Limited, STAKEHOLDERS RELATIONSHIP COMMITTEE Phiroze Jeejeebhoy Tower, Mr. Suresh V. Chaturvedi - Chairman Mumbai - 400 001. Mr. Jaffar Imam - Member Mr. G.S. Dahotre - Member Script code- 524488
NOMINATION & REMUNERATION COMMITTEE INVESTOR EMAIL ID Mr. G.S. Dahotre - Chairman Mr. Jaffar Imam - Member [email protected] Mr. I.G. Mehrotra - Member
CHIEF FINANCIAL OFFICER CORPORATE IDENTITY NO. (CIN) Mr. Sanjay Agrawal L23201MH1989PLC053232 COMPLIANCE OFFICER Mr. Kapil Chaturvedi
AUDITORS M/s. B.M. Chaturvedi & Co. Chartered Accountants 32, Jolly Maker Chambers II, Nariman Point, Mumbai - 400 021.
WEBSITE www.svcsuperchemltd.com 2 SVC SUPERCHEM LIMITED
NOTICE of the Company to hold office for five consecutive years for a term up to 31st March, 2019." NOTICE is hereby given that the 23rd Annual General Meeting of the Members of SVC Superchem Limited will be held on Monday, 29th 7. To consider and if thought fit, to pass with or without September, 2014 at 11.30 a.m. at Indian Merchants` Chamber, modification(s) the following resolutions as an Special Walchand Hirachand Hall, 4th Floor, LNM IMC Building, Churchgate, Resolution: Mumbai- 400 020 to transact the following business:- “RESOLVED that in supersession of the Ordinary Resolution ORDINARY BUSINESS: - adopted at the Annual General Meeting held on 30th September, 1993 and pursuant to Section 180(1)(c) and any other applicable 1. To receive, consider and adopt the Audited Statement of provisions of the Companies Act, 2013 and the rules made Accounts for the financial year ended 31st March, 2014 and the thereunder (including any statutory modification(s) or re-enactment Balance Sheet as at that date and the reports of the Board of thereof for the time being in force), the consent of the Company be Directors and Auditors thereon. and is hereby accorded to the Board of Directors to borrow moneys 2. To appoint a Director in place of Mr. Jaffar Imam (DIN 00579549), in excess of the aggregate of the paid up share capital and free who retires by rotation and being eligible, offers himself for re reserves of the Company, provided that the total amount borrowed appointment. and outstanding at any point of time, apart from temporary loans 3. To appoint Auditors who shall hold office from the conclusion of obtained/to be obtained from the Company's Bankers in the this Annual General Meeting till the conclusion of the next Annual ordinary course of business, shall not be in excess of 1000 Crores General Meeting and to authorize the Board of Directors to fix (Rupees one Thousand Crores only ) over and above the aggregate their remuneration. The retiring Auditors, M/s.B.M. Chaturvedi & of the paid up share capital and free reserves of the Company.” Co., Chartered Accountants, (ICAI Registration No. 114317W) are eligible for re-appointment and have given a written certificate as By Order of the Board of Directors per Section 141 of the Companies Act, 2013 read with For SVC SUPERCHEM LIMITED Companies (Audit and Auditors) Rules 2014. SPECIAL BUSINESS:- SURESH V. CHATURVEDI 4. To consider and if thought fit, to pass with or without PROMOTER DIRECTOR modification(s) the following resolutions as an Ordinary Place: Mumbai Resolution: Dated: 29th May, 2014. "RESOLVED THAT pursuant to section 149, 150,152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory (including any NOTES: statutory modification(s) or re-enactment thereof for the time 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO being in force) read with Schedule IV to the Companies Act, APPOINT A PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF 2013, Dr. P.P. Shastri (holding DIN 02199254), Director of the HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE Company who retires by rotation at the Annual General Meeting COMPANY. A person can act as proxy on behalf of members not and in respect of whom the Company has received a notice in exceeding fifty (50) and holding in the aggregate not more than ten writing from a member proposing his candidature for the office of percent of the total share capital of the Company. Director, be and is hereby appointed as an Independent Director 2. Proxy, in order to be effective, should be duly stamped, completed, of the Company to hold office for five consecutive years for a term signed and deposited at the Registered Office of the Company not up to 31st March, 2019." less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. 5. To consider and if thought fit, to pass with or without modification(s) the following resolutions as an Ordinary 3. Corporate members intending to send their authorized representatives Resolution: to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote "RESOLVED THAT pursuant to section 149, 150,152 and any on their behalf at the meeting. other applicable provisions of the Companies Act, 2013 and the 4. The Register of Members and the Share Transfer Books of the rules made thereunder (including any statutory (including any Company shall remain closed from Friday, the 19th September, 2014 statutory modification(s) or re-enactment thereof for the time to Monday, 29th September, 2014 (both days inclusive). being in force) read with Schedule IV to the Companies Act, 2013, Mr. I.G.Mehrotra (holding DIN 00579544), Director of the 5. All documents referred to in the accompanying Notice are open for Company who retires by rotation at the Annual General inspection at the Registered Office of the Company during office hours on all working days except Saturdays and Sundays between Meeting and in respect of whom the Company has received a 11.00a.m. and 3.00p.m. upto the date of the Annual General Meeting. notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent 6. The Explanatory Statement pursuant to Section 102 of the Companies Director of the Company to hold office for five consecutive years Act, 2013, which sets out details relating to Special Business at the for a term up to 31st March, 2019." meeting, is annexed hereto. 6. To consider and if thought fit, to pass with or without 7. The Members/ Proxies are requested to bring their attendance slip modification(s) the following resolutions as an Ordinary duly filled along with the copy of Annual Report to the Meeting. Resolution: 9. Members are requested to notify to the Company any change in their addresses specifying full address in block letters with pin code of the "RESOLVED THAT pursuant to section 149, 150,152 and any post office and their Folio No. To prevent fraudulent transactions, other applicable provisions of the Companies Act, 2013 and the members are advised to exercise due diligence and notify the rules made thereunder (including any statutory (including any Company of any change in address or demise of any member as soon statutory modification(s) or re-enactment thereof for the time as possible. Members are also advised not to leave their demat being in force) read with Schedule IV to the Companies Act, account(s) dormant for long. Periodic statement of holdings should be 2013, Mr. G.S.Dahotre (holding DIN 00009789), Director of the obtained from the concerned Depository Participant and holdings Company who retires by rotation at the Annual General Meeting should be verified. and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of 10. The Securities and Exchange Board of India (SEBI) has mandated the Director, be and is hereby appointed as an Independent Director submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, 3 SVC SUPERCHEM LIMITED
therefore, requested to submit the PAN to their Depository Participants For Members holding shares in Demat Form and Physical Form with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department Company. (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company / Depository 11. Shareholders seeking any information with regard to Accounts are Participant are requested to use the first two letters of their name and the requested to write to the Company at an early date so as to enable the last 8 digits of the demat account/folio number in the PAN field. management to keep the information ready. • In case the folio number is less than 8 digits enter the applicable number 12. Members who hold the shares in dematerialized form are requested to of 0's before the number after the first two characters of the name in write their client ID and DP ID and those who hold shares in physical CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 form are requested to write their folio number in the attendance slip for then enter RA00000100 in the PAN field. attending the meeting. DOB# Enter the Date of Birth as recorded in your demat account or in the company 13. In case of joint holders, attending the meeting, only such joint-holder records for the said demat account or folio in dd/mm/yyyy format. who is higher in the order of names will be entitled to vote. Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the 14. As part of the Green Initiative circulars issued by the Ministry of Details# company records for the said demat account or folio. Corporate Affairs, the Notice and Annual Report of the Company are being sent to the shareholders on their respective e-mail addresses. • Please enter the DOB or Dividend Bank Details in order to login. If the However, shareholders requiring a physical copy of the Annual Report details are not recorded with the depository or company please enter the may write to the Company at its registered office at 301, 3rd Floor, number of shares held by you as on the cut off date in the Dividend Bank Shubham Centre-1, 491, Cardinal Gracious Road, Andheri (East), details field. Mumbai - 400099. The Annual Report alongwith the Notice of the viii) After entering these details appropriately, click on “SUBMIT” tab. Annual General Meeting is also available on the website of the Company, www.svcsuperchemltd.com. ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in 15. Electronic copy of the Notice of the 23rd Annual General Meeting of demat form will now reach 'Password Creation' menu wherein they the Company inter alia indicating the process and manner of e-voting are required to mandatorily enter their login password in the new along with Attendance Slip and Proxy Form is being sent to all the password field. Kindly note that this password is to be also used by members whose email IDs are registered with the Company / the demat holders for voting for resolutions of any other company on Depository Participants(s) for communication purposes unless any which they are eligible to vote, provided that company opts for e- member has requested for a hard copy of the same. For voting through CDSL platform. It is strongly recommended not to members who have not registered their email address, physical copies share your password with any other person and take utmost care to of the Notice of the 23rd Annual General Meeting of the Company inter keep your password confidential. alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. 16. Members may also note that the Notice of the 23rd Annual General Meeting and the Annual Report for 2013-14 will also be available on xi) Click on the EVSN for the relevant
In case of members receiving the physical copy: Item No. 5 (A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote. Mr. I.G. Mehrotra is a Non-Executive Independent Director of the Company. He (B) The voting period begins on 23/09/2014 at 10.00 a.m and ends on joined the Board of Directors of the Company on 6th November, 2000. Mr. I.G. <25/09/2014 at 6:00 p.m.. During this period shareholders' of the Mehrotra is also a member of Audit Committee and Nomination and Company, holding shares either in physical form or in dematerialized Remuneration Committee of the Board of Directors of the Company. nd form, as on the cut-off date (record date) of 22 August, 2014, may cast He is M.Com from Allahabad University. He has more than 4 decades of their vote electronically. The e-voting module shall be disabled by CDSL experience in administrative, Managerial, Marketing, underwriting, investments for voting thereafter. and managing portfolio of LIC of India. He retired from Life Insurance Corporation (C) In case you have any queries or issues regarding e-voting, you may refer of India Limited. the Frequently Asked Questions (“FAQs”) and e-voting manual available Mr. I.G. Mehrotra is also director in West End Investment and Finance at www.evotingindia.co.inunder help section or write an email to Consultancy Private Limited. He does not hold by himself or for any other person [email protected]. on a beneficial basis, any shares in the Company. (D) Mr. Ranjeet Kumar Sharma, a practising Company Secretary (Membership No. A-27079) has been appointed as the Scrutinizer to scrutinize the e-voting Mr. I.G. Mehrotra is a director whose period of office is liable to determination by process in a fair and transparent manner. retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956.In terms of Section 149 and any other applicable provisions (E) The Scrutinizer shall within a period not exceeding three(3) working days from of the Companies Act, 2013, Mr. I.G. Mehrotra being eligible and offering himself the conclusion of the e-voting period unblock the votes in the presence of at for appointment, is proposed to be appointed as an Independent Director for five least two(2) witnesses not in the employment of the Company and make a consecutive years for a term upto 31st March, 2019. A notice has been received Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company. in writing, under section 160 of the Companies Act, 2013 from a member proposing Mr. I.G. Malhotra as a candidate for the office of Director of the (F) The Results shall be declared on or after the AGM of the Company. The Company to hold office for 5 consecutive years for a term up to March 31, 2019. results declared alongwith the Scrutinizer's Report shall be placed on the Company's website www.svcuperchemltd.com and on the website of CDSL In the opinion of the Board, Mr. I.G. Mehrotra fulfils the conditions specified in the within two (2) days of passing of the resolutions at the AGM of the Company Companies Act, 2013 and rules made thereunder for his appointment as an and communicated to the BSE Limited. Independent Director of the Company and is independent of the management. EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS Copy of the draft letter for appointment of Mr. I.G. Mehrotra as an Independent PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Director setting out the terms and conditions would be available for inspection Item No. 4 without any fee by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. Dr. P.P. Shastri is a Non-Executive Independent Director of the Company. He joined the Board of Directors of the Company as a Nominee of UTI on 23rd April, The Board considers that his continued association would be of immense benefit 2008. His nomination was withdrawn by UTI effective 9th November, 2011. to the Company and it is desirable to continue to avail services of Mr. I.G. Thereafter Dr. P.P. Shastri was inducted as the Additional Director on the Board Mehrotra as an Independent Director. Accordingly, the Board recommends the and approved by the shareholders at the 21st Annual General Meeting held on resolution in relation to appointment of Mr. I.G. Mehrotra as an Independent 28th September, 2012. Dr. P. P. Shastri is also member of Audit Committee of the Director, for the approval by the shareholders of the Company. Board of Directors of the Company. Except Mr. I.G. Mehrotra, being an appointee, none of the Directors and Key He is a M.A. (Economics) with Industrial and Labour Economics Specialisation (from Andhra University, 1968-70. Secured 4th Rank in M.A. Economics at the Managerial Personnel of the Company and their relatives is concerned or Andhra University Post-graduate Centre, Certificate in Research Methodology interested, financial or otherwise, in the resolution set out at Item No. 5. This Course (conducted by the Indian Council of Social Science Research at Loyola Explanatory Statement may also be regarded as a disclosure under Clause 49 of College of Social Sciences, Thiruvananthapuram, May-July 1972), Postgraduate the Listing agreement with the Stock Exchange. Diploma in Population Studies (From David Owen Centre for Population Studies, Item No. 6 Cardiff, U.K., during 1978-79) and Ph.D. awarded by the International Institute for Population Sciences, Bombay at the convocation held on May 6, 2000 for the Mr. G.S. Dahotre is a Non-Executive Independent Director of the Company. He thesis "Modernization and Fertility in Maharashtra and Uttar Pradesh". joined the Board of Directors of the Company on 20th August, 1998. Mr. G.S. Dr. P.P. Shastri is also director in Velagapudi Steel Limited, NCR Limited and Dahotre is also a Chairman of Audit Committee and Nomination and Unimers India Limited. He is also a member of Advisory Committee of SNDT Remuneration Committee of the Board of Directors of the Company. Women's University as nominee of SUUTI Endorsement. He does not hold by himself or for any other person on a beneficial basis, any shares in the Company. He is a Graduate from Pune University and Certified Associate of Indian Institute of Bankers (CAIIB). A Veteran Banker with a distinguished career in banking Dr. P.P. Shastri is a director whose period of office is liable to determination by spanning over three decades. He retired as the Chairman and Managing Director retirement of directors by rotation under the erstwhile applicable provisions of the of Bank of India and was also the Chairman of Dena Bank. Companies Act, 1956.In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Dr. P.P. Shastri being eligible and offering himself for Mr. G.S. Dahotre is not a director in any other company. He does not hold by appointment, is proposed to be appointed as an Independent Director for five himself or for any other person on a beneficial basis, any shares in the Company. consecutive years for a term upto 31st March, 2019. A notice has been received in writing, under section 160 of the Companies Act, 2013 from a member Mr. G.S. Dahotre is a director whose period of office is liable to determination by proposing Dr. P.P. Shastri as a candidate for the office of Director of the Company retirement of directors by rotation under the erstwhile applicable provisions of the to hold office for 5 consecutive years for a term up to March 31, 2019. Companies Act, 1956.In terms of Section 149 and any other applicable provisions In the opinion of the Board, Dr. P.P. Shastri fulfils the conditions specified in the of the Companies Act, 2013, Mr. G.S. Dahotre being eligible and offering himself Companies Act, 2013 and rules made thereunder for his appointment as an for appointment, is proposed to be appointed as an Independent Director for five Independent Director of the Company and is independent of the management. consecutive years for a term upto 31st March, 2019. A notice has been received Copy of the draft letter for appointment of Dr. P.P. Shastri as an Independent in writing, under section 160 of the Companies Act, 2013 from a member Director setting out the terms and conditions would be available for inspection proposing Mr. G. S. Dahotre as a candidate for the office of Director of the without any fee by the members at the Registered Office of the Company during Company to hold office for 5 consecutive years for a term up to March 31, 2019. normal business hours on any working day, excluding Saturday. In the opinion of the Board, Mr. G.S. Dahotre fulfils the conditions specified in the The Board considers that his continued association would be of immense benefit Companies Act, 2013 and rules made thereunder for his appointment as an to the Company and it is desirable to continue to avail services of Dr. P. P. Shastri Independent Director of the Company and is independent of the management. as an Independent Director. Accordingly, the Board recommends the resolution in Copy of the draft letter for appointment of Mr. G.S. Dahotre as an Independent relation to appointment of Dr. P.P. Shastri as an Independent Director, for the Director setting out the terms and conditions would be available for inspection approval by the shareholders of the Company. without any fee by the members at the Registered Office of the Company during Except Dr. P.P. Shastri, being an appointee, none of the Directors and Key normal business hours on any working day, excluding Saturday. Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 4. This The Board considers that his continued association would be of immense benefit Explanatory Statement may also be regarded as a disclosure under Clause 49 of to the Company and it is desirable to continue to avail services of Mr. G.S. the Listing agreement with the Stock Exchange. Dahotre as an Independent Director. Accordingly, the Board recommends the 5 SVC SUPERCHEM LIMITED
resolution in relation to appointment of Mr. G.S. Dahotre as an Independent DIRECTORS' REPORT Director, for the approval by the shareholders of the Company. Except Mr. G.S. Dahotre, being an appointee, none of the Directors and Key TO THE MEMBERS Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 6. This Your Directors present the 23rd Annual Report Explanatory Statement may also be regarded as a disclosure under Clause 49 of together with the Audited Statement of Accounts of the the Listing agreement with the Stock Exchange. Company for the financial year ended 31st March, Item No. 7 2014. As per the Companies Act, 2013 under section 180(1) (c) of the Companies Act, 2013 effective from 12th September, 2013 requires that the Board of Directors FINANCIAL RESULTS shall not borrow money in excess of the company's paid up share capital and free reserves, apart from temporary loans obtained from the company's bankers in Like earlier years Company's PTA plant is closed this the ordinary course of business, except with the consent of the company year too. As the plant of the Company is closed for accorded by way of a Special Resolution. more than 14 years, the Company had no It is, therefore, necessary for the members to pass a Special Resolution under manufacturing, trading or service activities during the Section 180(1) (c) and other applicable provisions of the Companies Act, 2013, as set out at Item No. 7 of the Notice, to enable to the Board of Directors to financial year ended 31st March, 2014 also and as borrow money in excess of the aggregate of the paid up share capital and free such no Profit & Loss Account has been prepared for reserves of the Company. the above financial year and all the expenditure Ministry of Corporate Affairs vide its General Circular No. 4/2014 dated 25th incurred has been added to Capital-work-in progress. March, 2014 clarified that the resolution passed under section 293 (1)(a) and 293 (1)(d) of the Companies Act, 1956 shall remain valid for a period of 1 year. Hence PROJECT the fresh approval is sought from members to set limit to borrow money upto Rs. 1000 Crores (Rupees One Thousand Crores only) in excess of the aggregate of Company's plant has been closed since September, the paid up share capital and free reserves of the Company. 2000 and with the passage of time, inspite of time to None of the Directors and Key Managerial Personnel of the Company and their time maintenance by the Company and in the absence relatives is concerned or interested, financial or otherwise, in the resolution set of any operation since, then, the corrosion is taking out at Item No. 7. place in the plant due to climatic and cyclonic The Board of Directors commends the resolution for your approval. conditions in the area. Company has not issued any II. DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE- shares or debentures to public after its initial public APPOINTMENT AS REQUIRED UNDER CLAUSE 49 OF THE issue in 1994. These funds were fully utilized by LISTING AGREEMENT WITH THE STOCK EXCHANGE: March, 1996. Subsequently, due to non-availability of Re-appointment of Mr. Jaffar Imam (Item No. 2) loan fund from banks, plant could not commence In terms of Section 149, 152 and any other applicable provisions of the production. In order to protect the interest of the Companies Act, 2013, effective from 1st April, 2014, for the purpose of shareholders, stake holders, employees and the determining the directors liable to retire by rotation, the Independent Directors shall not be included in the total number of directors of the Company. Mr. Jaffar national assets worth hundreds of Crores of Imam shall accordingly retire at the forthcoming Annual General Meeting and investment, the Company has made necessary being eligible offers himself for re-appointment. Mr. Jaffar Imam is a Director of security arrangements this year too. Contact Corporate Communication Private Limited. Mr. Imam is a Master in Social Science, specializing in Human Relations and FIXED DEPOSITS Industrial Communications. Mir Jaffar Imam has occupied senior executive positions in national and multinational firms and on the board of several Your Company has not accepted any deposit within companies. Extensively travelled, his professional roots are deeply entrenched in the meaning of Section 58A of the Companies Act, the corporate world. An industrial consultant by profession, he has a passion for Urdu and English literature, besides a keen interest in art and poetry. A person 1956 and rules made thereunder. deeply influenced by Sufism, he hails from the ruling family of Kamahi, an erstwhile state in Gujarat and is a scion of H.H.Nawab Mir Jafur Ali Khan of Surat. PERSONNEL "Mirza Ghalib and The Mirs of Gujarat" are the books written by him. There is no employee covered pursuant to Section He does not hold by himself or for any other person on a beneficial basis, any 217 (2A) of the Companies Act, 1956 read with shares in the Company. Upon his re-appointment as a director, Mr. Jaffar Imam shall continue to hold office as a Director. Companies (Particulars of Employees) Rules, 1975 as amended, hence, no particulars are given. Accordingly, the Board recommends his re-appointment. Except Mr. Jaffar Imam, none of the Directors and Key Managerial Personnel of the Company and their DIRECTORS relatives is concerned or interested, financial or otherwise, in agenda Item No. 2. Appointment of other Directors (Item Nos. 4 to 6) In accordance with the provisions of the Companies For the details of Dr. P.P. Shastri, Mr. I.G. Mehrotra and Mr. G.S. Dahotre, please Act, 2013 and the Articles of Association of the refer to the above Explanatory Statement in respect of the Special Business set Company Mr. Jaffar Imam, Director of the company out at Item Nos. 4 to 6 of the Notice of Annual General Meeting pursuant to retires by rotation at the ensuing Annual General Section 102 of the Companies Act, 2013. Meeting and being eligible offer himself for re- appointment. Details about Jaffar Imam is given in the By Order of the Board of Directors For SVC SUPERCHEM LIMITED Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report. Mr. A.R. Sekar has relinquished his office w.e.f. 31st SURESH V. CHATURVEDI PROMOTER DIRECTOR March, 2014. Your Directors wish to place on record 6 SVC SUPERCHEM LIMITED
their appreciation for his contributions given to the incorporated as a part of the Annual Report along with Company during his tenure. a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Impending notification of Section 149 and other Governance which is annexed to the Directors' Report. applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Dr. P.P. RECONCILIATION OF SHARE CAPITAL AUDIT Shastri, Mr. I.G. Mehrotra and Mr. G.S. Dahotre as REPORT Independent Directors for five consecutive years for a As directed by the Securities and Exchange Board of term upto 31 March,2019. Details of the proposal for India (SEBI), Reconciliation of Share Capital is being appointment of Dr. P.P. Shastri, Mr. I.G. Mehrotra and carried out at the specified periodicity by the practicing Mr. G.S. Dahotre are mentioned in the Explanatory Company Secretary. The findings of the Reconciliation Statement under Section 102 of the Companies Act, of Share Capital Audit are regularly taken at the Board 2013 of the Notice of the 23rd Annual General Meeting, besides submitting it to the Bombay Stock Meeting. Exchange Limited. DIRECTORS' RESPONSIBILITY STATEMENT CODE OF CONDUCT As required u/s 134 (5) of the Companies Act, 2013, The Board has adopted, the Code of Ethics and the Directors confirm that; Business for the Non-Executive Directors as also for the employees and other Members of Senior I. in the preparation of the annual accounts for Management. The said code has been communicated the year ended 31st March 2014, the applicable to all the Directors and Members of the Senior accounting standards have been followed along M a n a g e m e n t . B o a r d M e m b e r s a n d S e n i o r with explanation relating to material departures; Management personnel have affirmed compliance with II. they have selected such accounting policies the Code for the financial year 2013-14. A separate and applied them consistently except for the declaration to this effect is annexed to the Corporate non-provision of interest on all secured loans as Governance Report. mentioned in Note No. 5 (g) forming part of the CEO / CFO CERTIFICATION Balance Sheet and made judgments and estimates that are reasonable and prudent so As per Sub- clause VIII of Clause 49 of the Listing as to give a true and fair view of the state of Agreement, the Company has obtained the CFO affairs of the Company as on 31st March 2014; Certification taken on record at the Board meeting held on 29th May, 2014 for the financial year ended III. the Directors had taken proper and sufficient 31st March, 2014. care for the maintenance of adequate accounting records in accordance with the INSIDER TRADING provisions of the Companies Act, 2013 for As directed by the Securities and Exchange Board of safeguarding the assets of the Company and India (SEBI), your Company has adopted the Code of for preventing and detecting fraud and other Insider Trading. The disclosures obtained under the irregularities; and code are submitted to the Bombay Stock Exchange IV. the Directors have prepared the annual Limited, Mumbai from time to time. The Company accounts for the financial year ended 31st regularly follows the system of Share Trading Window mechanism as per the Insider Regulation. March, 2014 on a going concern basis. STATURORY AUDITORS V. They have laid down 'internal financial controls' to be followed by the Company and that such M/s B. M. Chaturvedi & Co., Chartered Accountants, internal financial control are adequate and were the Company's Auditors, retire at the conclusion of the operating effectively. ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re- CORPORATE GOVERNANCE appointed and have confirmed that their appointment, The Company has taken adequate steps to ensure if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. that all mandatory provisions of Corporate Governance, in terms of Clause 49 to the Listing AUDIT REPORT Agreements with Stock Exchange, are complied with. A separate report on Corporate Governance is being The observations by the Auditors in their report are 7 SVC SUPERCHEM LIMITED
self-explanatory and, in the opinion of the Board, do REPORT ON MANAGEMENT DISCUSSION not require any further explanation. AND ANALYSIS CONSERVATION OF ENERGY AND TECHNOLOGY OPPORTUNITY AND THREAT ABSORPTION Company's plant under construction is closed since Your Company has taken sufficient care in the September, 2000 and with the passage of time, technical design of your PTA plant to optimize the inspite of time to time maintenance by the energy consumption to the maximum. After achieving Company and in the absence of any operation commercial production, based on our actual since, then, the corrosion is taking place in the experience, improvements to the process and plant due to climatic and cyclonic conditions in the technology will be made through our Technical area. It is difficult to express the opinion about the Services and R & D Departments towards further health of the plant on going concern basis or about the losses due to impairment if the assets of the optimization. project, since the project and its plant and FOREIGN EXCHANGE EARNINGS & OUTGO machinery are one of the highly technologically oriented project whose valuation or its capabilities The Company has not utilized any foreign exchange and conditions are technical subject, and in the and has not earned any foreign exchange during the absence of independent technical evaluation and financial year ended 31st March, 2014. health check up of the plant at present, one can determine losses if any, for making any provision DEMATERIALISATION OF SHARES for impairment of the assets of the project or about As part of its efforts to provide better investor its status as ongoing project. In order to protect the services, your Company has admitted its equity in the interest of the shareholders, stake holders, employees and the national assets worth Crores of Depository System of the National Securities investment, the Company has approached the Hon' Depositories Ltd. (NSDL) and Central Depository able Allahabad High Court. The Hon' able Services (India) Ltd. (CDSL) since 7.3.2000 and Allahabad High Court has granted temporary stay 23.3.2000 respectively and has offered investors the by preventing PICUP from taking over the physical facility to hold the shares in electronic form and enter assets of the Company. into script less trades. Your Company has always paid utmost attention to improve investor's relationship. As INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY on 31st March, 2014 approx. 74.78 % of the total s h a r e s o f t h e C o m p a n y h a s a l r e a d y b e e n The Company has established an appropriate dematerialized. system of internal control to ensure that there exist a proper control over all the transactions and that ACKNOWLEDGEMENT all its assets are properly safeguarded and not Your Directors would like to place on record their exposed to risk arising out of unauthorized use or disposal. sincere thanks for the co-operation and support received from various agencies of the Central and M AT E R I A L D E V E L O P M E N T I N H U M A N State Governments, all Shareholders and Creditors. RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED Your Directors also take this opportunity to place on record their appreciation of the dedication and sense Relation with the employees remained cordial in general throughout the year. As on 31st March, of commitment shown by the officers and employees 2014 employee strength has been reduced to bare at all levels. minimum requirement in view of non-operation of the plant. For and on behalf of the Board For and on behalf of the board Suresh V. Chaturvedi Jaffar Imam Promoter Director Director Suresh V. Chaturvedi Jaffar Imam Promoter Director Director
Place : Mumbai. Place : Mumbai. th Date : 29th May, 2014. Date : 29 May, 2014. 8 SVC SUPERCHEM LIMITED
REPORT ON CORPORATE GOVERNANCE in the practice and performance of Companies, Corporate Governance has emerged on the centre The Company has complied fully with all the mandatory stage. The Company is committed to good requirements of Corporate Governance in all material governance practices that create long term aspects pursuant to Clause 49 of the Listing Agreement, sustainable shareholder value. a Report on Corporate Governance for the financial year ended 31st March, 2014 is given below: - 2. BOARD OF DIRECTORS
st 1. C O M PA N Y ' S P H I L O S O P H Y O N C O D E O F a) Composition : [ as on 31 March, 2014] GOVERNANCE: The strength of the Board is six Directors. The The Company firmly believes in transparency in its Board comprises of Executive, Non-Executive and dealings and lays emphasis on integrity and Nominee Directors as under: regulatory compliance, which aims to maximize (i) 4 Non-Executive Directors, employee and shareholder value. The salient features of the philosophy on Company's Corporate (iii) 1 Promoter Director. Governance hinges upon transparency and ethical The Non-Executive Directors bring independent practices in professional working environment judgments in the Board's deliberations and decisions. conducive to optimal performance with focus on achieving shareholder's long term value growth b) Attendance of each Director at the Board Meeting / through Service, Values & Commitment. As AGM and other Directorships / Memberships of shareholders across the globe evince keen interest Committees: During the period under report, 5 Board Meetings were held on 24nd May, 2013, 29th July, 2013, 23rd September 2013, 2nd November 2013 and 14th February 2014. Name of the Catogory of No. of Board Attendance Other Membership / Directors Directorship Meetings at the last Directorship Chairmanship of attended AGM Commitees of Board Mr. Suresh V. Promoter Director 3 / 5 Present 3 Chairman of Stakeholders Chaturvedi Relationship Committee
Mr. G. S. Dahotre Independent 5 / 5 Present Nil Member of Stakeholders Non-Executive Relationship, Nomination and Remuneration & Chairman of Audit Committee. Mr. Jaffar Imam Non-Executive 5 / 5 Present 1 Member of Nomination Remuneration and Stakeholders Relationship Committee Mr. I. G. Mehrotra Independent 5 / 5 Present 1 Member of Audit & Non-Executive Nomination and Remuneration Committee Committee Mr. A. R. Sekar Independent 2 / 5 Present N.A. --- Non-Executive Nom. of GIC Dr. P. P. Shastri Independent 5 / 5 Present 2 Member of Audit Non-Executive Committee * Mr. A. R. Sekar resigned from the Board effective Committee comprising of three Non-Executive Independent 31.03.2014 Directors. The Terms of Reference of the Committee are in As at 31st March, 2014, in compliance with the consonance with provisions of Section 177 of the Corporate Governance norms, the Company's Board of Companies Act, 2013 and Clause 49 of the Listing Directors headed by its Non-Executive acting Chairman, Agreement. The Committee was re-constituted at the Board Mr. Suresh V. Chaturvedi comprised four directors, out of Meeting held on 29th May, 2014, to take note of additional which three are independent directors. None of the role under the Companies Act, 2013. Independent Directors of the Company are director in more than 7 listed Companies. During the period under report, 4 meetings of the Audit Sub Committee were held on 24th May, 2013, 29th July, 2013, 3. AUDIT COMMITTEE: 02nd November, 2013 and 14th February, 2014. The The Company has a qualified and independent Audit attendance of each member of the Committee at the 9 SVC SUPERCHEM LIMITED
meeting is as under:- Name of Directors Sitting fees Name of Directors Status No. of meetings attended Mr. Suresh V. Chaturvedi 15,000 Mr. G. S. Dahotre Independent, Non-Executive 4 / 4 Mr. Jaffar Imam 25,000 Mr. G. S. Dahotre 25,000 Mr. I. G. Mehrotra Independent, Non-Executive 4 / 4 Mr. I. G. Mehrotra 25,000 Dr. P. P. Shastri Independent, Non-Executive 4 / 4 Mr. A. R. Sekar - Nominee of NIA 10,000 4. STAKEHOLDER RELATIONSHIP COMMITTEE Dr. P. P. Shastri 25,000 The Company has a three member Stakeholder TOTAL 1,25,000 Relationship Committee of the Board of Directors to 8. DISCLOSURES specifically look into the readressal of grievances of the investors. The Committee deals with grievances (a) During the year, there were no transactions of relating to transfer of shares, non - receipt of material nature with the Directors or the Balances Sheet or dividend, complaint letters Management or relatives of the Directors of the received from Stock Exchanges, SEBI etc. The Board Company, except as shown in note no.27 of Directors has delegated power of approving regarding related party disclosures. transfer / duplicate/ name deletion / transmission of (b) The Company has complied with all the shares to a Share Transfer Committee. During the mandatory requirements of Clause 49 of the year ended 31st March, 2014, the Committee met 30 Listing Agreement entered into with BSE Limited, times. The details of the members and their Mumbai. attendance are as follows:- (c) The equity shares of company are listed at BSE Name of Directors No. of meetings attended Limited, Mumbai and the Company has complied with all the applicable requirements of capital Mr. Suresh V. Chaturvedi 30 / 30 markets and no penalties or strictures have been Mr. G. S. Dahotre 01 / 30 imposed on the Company by Stock Exchnage or SEBI or any statutory authority, on any matter Mr. Jaffar Imam 30 / 30 related to capital markets, during the last three During the year 6 complaints were received from years. stakeholders and investors. All the complaints have 9. MEANS OF COMMUNICATION generally been solved to the satisfaction of the a) The Status of the Project is sent to BSE Limited complainants and no investor complaint were pending immediately after they are approved by the Board. at the beginning or at the end of the year. The The Company published status of project in Company has acted upon all valid request for share Business Standard (English edition) and Loksatta transfer received during 2013-14 and no such share (Marathi edition). The results are simultaneously transfer is pending. posted on the website of the Company at 5. NOMINATION AND REMUNERATION COMMITTEE www.svcsuperchemltd.com The Nomination & Remuneration Committee of the 10. GENERAL SHAREHOLDERS' INFORMATION : Company consists of Mr.Jaffar Imam-Director, Mr.I.G. lAnnual General Meeting Mehrotra–Director and Mr.G.S. Dahotre-Director. No vDate and time Monday 29th September, 2014 meeting of Remuneration Committee was held during at 11.30 a.m. the financial year ended 31st March, 2014. vVenue Indian Merchants' Chamber, 6. GENERAL BODY MEETINGS Walchand Hirachand Hall, t h The last three Annual General Meetings of the 4 Floor, LNM IMC Bldg., Company were held at Indian Merchant Chambers Churchgate, Mumbai 400 020 (IMC), IMC Bldg., Churchgate, Mumbai – 400 020 as l Book Closure 19th September, 2014 to 29th under. dates September, 2014 (both days inclusive) Year Location Date & Time l Listing of Equity BSE Limited . 2010-2011 IMC 26.09.2011 11.00 a.m. shares on Stock Phiroze Jeejeebhoy Towers, 2011-2012 IMC 28.09.2012 11.00 a.m. Exchange Dalal Street, Mumbai - 400021. l Registrar and M/s. Sharex Dynamic (India) 2012-2013 IMC 23.09.2013 11.00 a.m. Transfer Agents Private Limited 7. REMUNERATION OF DIRECTORS Unit No.1, Luthra Ind. Premises, a) The details of sitting fees paid to Non-Executive 1st Floor, 44-E, M.Vasanji Marg, Directors during the financial year ended 31st Andheri Kurla Road, Safed Pool, March, 2014 (excluding reimbursement of travel . Mumbai - 400 072. and other expenses) are given below: - lStock Code 524488 10 SVC SUPERCHEM LIMITED
G Market Price Data G Plant Location : SVC Superchem Ltd. Upto date Monthly High and Low of Company's Chhata Barsana Road, Chhata, Dist. Mathura, [U.P.] 281 049 Equity Shares at Mumbai Stock Exchange Limited. Month(s) Share Price Month(s) Share Price G Investor Correspondence. High Low High Low (I) For transfer/dematerialization of : M/s. Sharex Dynamic (India) April, 2013 Suspended Oct., 2013 Suspended shares, payment of dividend on Private Limited shares, interest and redemption : Unit-1, Luthra Industrial Premises, May, 2013 Suspended Nov., 2013 Suspended of debentures etc. 1st Floor, 44-E, M. Vasanti Marg, June, 2013 Suspended Dec., 2013 3.00 2.59 Andheri-Kurla Road, Safed Pool, July, 2013 Suspended Jan., 2014 2.47 0.88 Andheri (E), Mumbai - 400 072. Aug., 2013 Suspended Feb., 2014 0.84 1.07 Tel.: 22641376 / 22702485 Sept., 2013 Suspended March, 2014 0.96 0.61 Email : [email protected] G Shareholding Pattern as on 31st March, 2014. Note: Shareholders holding shares in electronic mode should address all Category No. of Shares held % of Shareholding correspondence to their respective Depository Participants. Promoters 68912341 42.25 (ii) Any query on Annual Report : Secretarial Department Associates 4900762 03.01 SVC Superchem Limited Mutual Funds & UTI 55850 00.03 301, 3rd Floor., Shubham Centre-1, Banks 600050 00.37 491, Cardinal Gracious Road, Corporate Bodies 19368274 11.88 Andheri (E), Mumbai - 400099. Indian Public 67851376 41.60 Email:[email protected] NRIs / OCBs 1406699 00.86 Tel.: 28324296 Others 0 00.00 Total 163095352 100.00 AUDITORS' CERTIFICATE G Distribution of Shareholdings as on 31st March, 2014. TO THE MEMBERS OF SVC SUPERCHEM LIMITED Share/Debenture Share/Debenture Shares/Debentures We have examined the compliance of conditions of Holding of Holders Corporate Governance procedures by SVC Superchem Nominal Value Number % to No.of Shares % to Limited for the year ended 31st March, 2014 as stipulated Rs. the total the Total in Clause 49 of the Listing Agreement of the said Company with the BSE Limited. Up to 1000 12584 14.69 994567 0.61 1001 to 2000 26403 30.83 5111293 3.13 The compliance of conditions of Corporate Governance is the responsibility of the Company's Management. Our examination 2001 to 5000 33084 38.63 12819465 7.86 was limited to a review of procedures and implementation 5001 to 10000 6935 8.10 5913618 3.63 thereof, adopted by the Company for ensuring the compliance of 10001 to 50000 5053 5.90 12770069 7.83 the conditions of Corporate Governance. It is neither an audit 50001 to 100000 810 0.95 6504240 3.99 nor an expression of opinion on the financial statements of the 100001 to 1000000 692 0.81 18248575 11.19 Company. 1000001 & Above 76 0.09 107335525 61.76 On the basis of our review and according to the information and Total 85637 100 % 163095352 100 % explanation given to us, the conditions of Corporate GShare Transfer System Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchange have been complied with, Transfers in physical form are lodged with the Company / in all material respect by the Company and that no investor Transfer Agents. After verification of the transfer forms, the grievance(s) is / are pending for a period exceeding one month transfer agent prepares a statement of transfer which is against the Company as per the records maintained by the reviewed by the Shareholders' Grievances Committee and if in Stakeholder Relationship Committee of the Board. order, the transfer are approved once in fortnight. The share We further state that such compliance is neither an assurance certificates duly transferred are sent to the transferee, which as to the future viability of the Company nor the efficiency or completes the transaction. effectiveness with which the Management has conducted the GDematerialization of Shares and liquidity affairs of the Company. The Company has signed Agreements with both the For B. M. Chaturvedi & Co., Depositories viz. National Securities Depository Limited and Chartered Accountants Central Depository Services (India) Limited and the Shares of ICAI FRN NO. 114317W the company are available for demateralisation and are being traded in demateralised form by all investors w.e.f. 7.3.2000 and Animesh Kumar Dutta 23.3.2000. Shareholders of the Company are advised to avail Partner the facility of electronic shares through dematerialisation of ICAI. M.No. 132389 physical scrips by opening an account with any of the Place: Mumbai. recognised Depository Participants. Dated: 29th May, 2014. 11 SVC SUPERCHEM LIMITED
CEO/ CFO Certification AUDITORS' REPORT
To, To the Members of, The Board of Directors, SVC Superchem Limited SVC Superchem Limited Report on the Financial Statements The Chief Finance Officer of your Company certify to the Board of We have audited the accompanying financial statements of Directors that: SVC Superchem Limited which comprise the Balance Sheet (a) We have reviewed financial statements and the cash flow as at 31 March 2014 and the Cash Flow Statement for the statement for the year and that to the best of their knowledge year then ended and a summary of significant accounting and belief: policies and other explanatory information. No Profit and (i) these statements do not contain any materially untrue Loss Account has been prepared as no commercial statement or omit any material fact or contain statements production has started on the date of Balance sheet and no that might be misleading; trading or servicing activities were carried on during the year (ii) these statements together present a true and fair view of ended on that date. the company's affairs and are in compliance with Management's Responsibility for the Financial existing accounting standards, applicable laws and Statements regulations. (b) There are, to the best of our knowledge and belief, no Management is responsible for the preparation of these transactions entered into by the company during the year which financial statements that give a true and fair view of the are fraudulent, illegal or violative of the company's code of financial position, financial performance and cash flows of conduct. the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the (c) We accept responsibility for establishing and maintaining Companies Act, 1956 ("the Act") read with general circular internal controls for financial reporting and that we have 15/2013 dated 13th September 2013 of the ministry of evaluated the effectiveness of internal control systems of the corporate affairs in respect of section 133 of Companies company pertaining to financial reporting and we have Act,2013 in accordance with accounting principles generally disclosed to the auditors and the Audit Committee, deficiencies accepted in India. This responsibility includes the design, in the design or operation of such internal controls, if any, of implementation and maintenance of internal control relevant which we are aware and the steps we have taken or propose to to the preparation and presentation of the financial take to rectify these deficiencies. statements that give a true and fair view and are free from (d) I have indicated to the auditors and the Audit committee material misstatement, whether due to fraud or error. (i) significant changes in internal control over financial Auditor's Responsibility reporting during the year; (ii) significant changes in accounting policies during the year Our responsibility is to express an opinion on these financial and that the same have been disclosed in the notes to statements based on our audit. We conducted our audit in the financial statements; and accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards (iii) instances of significant fraud of which I have become require that we comply with ethical requirements and plan aware and the involvement therein, if any, of the management or an employee having a significant role in and perform the audit to obtain reasonable assurance about the company's internal control system over financial whether the financial statements are free from material reporting. misstatement. FOR SVC Superchem Limited An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial Sanjay Agarwal statements. The procedures selected depend on the auditor's Chief Finance Officer judgment, including the assessment of the risks of material Place: Mumbai. misstatement of the financial statements, whether due to Date: 29th May, 2014 fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements, UNDER CLAUSE 49 OF THE LISTING AGREEMENT in order to design audit procedures that are appropriate in To the circumstances. An audit also includes evaluating the The Members of appropriateness of accounting policies used and the SVC Superchem Limited reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation I, Sanjay Agarwal, CFO of SVC Superchem Limited hereby declare of the financial statements. that all the members of the Board of Directors and the senior management personnel have affirmed compliance with the Code of We believe that the audit evidence, we have obtained is Conduct of the Company sufficient and appropriate to provide a basis for our audit opinion. FOR SVC Superchem Limited Opinion Sanjay Agrawal Chief Financial Officer In our opinion and to the best of our information and Place: Mumbai. according to the explanations given to us, the said accounts Date: 29th May, 2014 together with the notes thereon, subject to (i) Note No. 15 12 SVC SUPERCHEM LIMITED
regarding non- provision of interest of Rs. 1092.59 crore Annexure to the Auditor's Report read with Note No.21, (ii) Note No.16 regarding losses, if any, due to impairment of assets or its status of being The annexure referred to in our report to the members of going concern, (iii) Note No.25 regarding non-provision SVC Superchem Limited.("the Company') for the year of lease rentals and late payment charges on such Lease ended on 31st March 2014 of even date , we report that:- Rentals, (iv) Note No.26 regarding amount due to micro, small and medium enterprises creditors and (v) Note I. (a) The company has maintained proper records No.2.12 of Notes forming the part of financial statement showing full particulars, including quantitative regarding AS-15 "Employees benefits" give the details and situation of fixed assets . information required by the Companies Act,1956 in the manner so required and give a true and fair view in (b) The fixed assets have been physically verified by conformity with the accounting principles generally accepted the management during the reported period at in India.: reasonable intervals; We were informed that no material discrepancies except as mentioned in (i) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31 March 2014; note no.16 of notes forming the part of financial statement have been noticed on such verification. (ii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date. (c) No substantial part of fixed assets has been Report on Other Legal and Regulatory Requirements disposed of by the company during the year. 1. As required by the Companies (Auditor's Report) Order, II. (a) As explained to us, physical verification of 2003 ("the Order"), as amended, issued by the Central inventory has been conducted at reasonable Government of India in terms of sub-section (4A) of intervals by the management. section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and (b) In our opinion, according to explanation and 5 of the Order. information given to us, the procedure of physical 2. As required by section 227(3) of the Act, we report verification of inventory followed by the that: management is reasonable and adequate in relation to the size of the company and the a. We have obtained all the information and explanations nature of its business. which to the best of our knowledge and belief were necessary for the purposes of our audit; (c) The company has maintained proper records of b. In our opinion, proper books of account as required by inventory & no material discrepancies were law have been kept by the Company so far as appears noticed on physical verification during the year. from our examination of those books. III. (a) The company has not granted any loans to c. The Balance Sheet and Cash Flow Statement dealt with companies, firms or other parties listed in the by this Report are in agreement with the books of register maintained under section 301 of the account. Companies Act 1956. The company has taken d. In our opinion, the Balance Sheet and Cash Flow interest free unsecured loans from two Statement dealt with by this report comply, subject to companies listed in the register maintained under Note No 2.12 and other notes as per notes forming the section 301 of the Act 1956 aggregating to Rs. part of financial statement with the mandatory 215.96 lacs during the year. Total outstanding at accounting standards referred to in Sub-Section (3C) of the year end is Rs. 3,337.07 lacs. Section 211 of Companies Act, 1956 read with general circular 15/2013 dated 13th September 2013 of the (b) The above referred loans are interest free and ministry of corporate affairs in respect of section 133 of other terms and conditions of the above referred Companies Act,2013. loans taken by the company are not prima facie e. On the basis of written representations received from prejudicial to the interest of the company. the directors of the company, as on 31 March 2014, and taken on record by the Board of Directors, none of the (c) There is no overdue amount in respect of above directors is disqualified as on 31 March 2014, from being referred loan taken by the company since these appointed as a director in terms of clause (g) of sub- are repayable on demand and as informed to us section (1) of section 274 of the Companies Act, 1956. it has not been called back by the lenders, therefore the question of overdue amount does For B. M. CHATURVEDI & CO. not arise. Chartered Accountants ICAI-FRN - 114317W IV. In our opinion and according to the information and explanations given to us, there is adequate internal (Animesh Kumar Dutta) control procedure commensurate with the size of the ICAI. M.No. 132389 Partner Company and the nature of its business with regard to purchase of stores, raw materials including Place : Mumbai components, plant and machinery, equipment and Dated : 29th May, 2014. other assets and for the sale of goods. 13 SVC SUPERCHEM LIMITED
V. During the year, the company has not entered into XI. The Company has not paid any dues of Banks / any transaction that needs to be entered in the Financial Institutions as per original documented re- register maintained under section 301 of the Act. payment schedule and has defaulted on the same and the matter is now pending before the Debt VI. The Company has not accepted any deposits, from Recovery Tribunal as referred in Note 14 and 15 of the public within the meaning of Section 58A and Notes forming the part of financial statement. 58AA of the Act and rules framed thereunder. Several banks and Financial Institutions, who have VII. In our opinion, the company has an adequate internal provided long term loans and working capital audit system commensurate with its size and nature finance along with outstanding interest thereon, has of its business. filed legal cases with Debt Recovery Tribunal for recovery of their entire dues as mentioned in Note VIII.Maintenance of cost records under section 209 (1)(d) no.5(a-g)and note no. 25 of Notes forming the part of the companies act as prescribed by the Central of financial statement. Government is not applicable to the company as the company is yet to start commercial production. XII. The Company has not granted any loans and advances on the basis of security by way of pledge IX. According to the information and explanations given of shares, debentures and other securities. to us : XIII. The Company is not engaged in any chit fund a. The Company is regular in depositing undisputed business / nidhi / mutual benefit fund / societies. statutory dues such as Provident Fund, Employees' State Insurance, Income-Tax, Wealth XIV. The Company is not dealing or trading in shares, Tax, Service Tax and any other statutory dues securities, debentures and other investments. whichever is applicable to the Company with the appropriate authorities except penalty on XV. The Company has not given any guarantee for MODVAT / CENVAT for Rs. 127.95 lacs has not loans taken by others from banks or financial been paid (less than six months) from the date it institutions. has become payable and company is in process of filing an appeal in due course of time before XVI. The Company has not received any Term loans CESTAT, Delhi. during the year.
b. The disputed statutory dues aggregating Rs.24.63 XVII.The Company has raised during the year unsecured lacs that have not been deposited on account of loans of Rs. 215.96 lacs and have used for the disputed matters pending before appropriate purpose of maintaining the project and debited to authorities are as under : capital work-in-progress and is for long Term purpose. Company has not utilized any long term Sl. Name of Nature of Amount Period to Forum where loan for any short term purpose. No. the Statute Dues (Rs. in which dispute is lacs) amount pending XVIII. The Company has not made any preferential relates allotment of shares during the year.
1 UP Vat Act VAT/Penalty 0.82 2007-08 Appellate XIX. The Company has not issued any debenture during Tribunal Agra the year.
-do -do- 1.81 2008-09 -do- XX. The Company has not raised any money by way of Public Issue during the year. 2 Customs Penalties 2.00 2010-11 Central Excise Act and Service In our opinion and according to the information and Tax Appellate explanation given to us, no fraud on or by the company Tribunal Delhi has been noticed or reported during the year.
3 Provident Demurrage 20.00 1995-2003 Allahabad For B. M. CHATURVEDI & CO. Fund Act HighCourt Chartered Accountants ICAI-FRN - 114317W Total 24.63
X. The Company is yet to commence commercial Animesh Kumar Dutta operations and no profit and loss account has been ICAI. M.No. 132389 prepared, hence subject to Note no. 16 of Notes (Partner) forming the part of financial statement neither company has suffered any cash loss during the Place : Mumbai financial year nor it has accumulated any losses. Dated : 29th May, 2014. 14 SVC SUPERCHEM LIMITED
SVC SUPERCHEM LIMITED BALANCE SHEET AS AT 31ST MARCH, 2014 (Rs. in Lacs)
Notes AS AT 31.03.2014 AS AT 31.03.2013
EQUITY AND LIABILITIES Shareholders Fund Share Capital 3 16,186.37 16,186.37 Reserves & Surplus 4 16,577.92 16,577.92 Total Shareholder's Fund 32,764.29 32,764.29
Non-current liabilities Long-term borrowings 5 60,567.52 60,373.94 Other Long-term liabilities 6 1,052.13 1,050.19 Long term provisions 7 14.48 14.31 Total non-current liabilities 61,634.13 61,438.44
Current liabilities 8 22.79 19.61
TOTAL 94,421.21 94,222.34
ASSETS Non-current assets Fixed assets Tangible assets 9 668.65 728.50 Capital work-in-progress 90,979.05 90,732.19 91,647.70 91,460.69
Other non current assets 10 2,736.03 2,736.63 Total non-current assets 94,383.73 94,197.32
Current Assets Inventories 11 2.93 ----- Cash & cash equivalents 12 28.00 19.43 Other current assets 13 6.55 5.59 Total current assets 37.48 25.02
TOTAL 94,421.21 94,222.34 Notes forming part of the financial statements 1 to 33
As per our report of even date For B. M. CHATURVEDI & CO. For and on behalf of the Board of Directors Chartered Accountants ICAI-FRN-114317W SURESH V. CHATURVEDI : Promoter Director JAFFAR IMAM : Director I. G. MEHROTRA : Director Animesh Kumar Dutta G. S. DAHOTRE : Director Partner P. P. SHASTRI : Director ICAI M.No.132389
Place : Mumbai SANJAY AGRAWAL Dated : 29th May, 2014 Chief Financial Officer 15 SVC SUPERCHEM LIMITED
SVC SUPERCHEM LIMITED CASH FLOW STATEMENT FOR THE YEAR 2013 - 2014 (Rs. in Lacs) As at As at 31.03.2014 31.03.2013
A. Cash flow from Pre-operating activities
Reduction / (Addition) in Current / Non Current Assets (3.29) 1.29 Addition / (Reduction) in Current / Non Current Liabilities 5.29 (1.65)
Net Cash generated form Pre-operative Activities 2.00 (0.36)
B. Cash flow from investing activities
Reduction / (Additions) to Fixed Assets ----- (0.29) Reduction / (Additions) to Capital work-in-progress (187.01) (190.77)
Net Cash used in investing activities (187.01) (191.06)
C. Cash flow from financial activities
Unsecured Loans received 203.60 208.25 Term Loan Repayment (10.02) (10.23)
Net cash used in financial activities 193.58 198.02
Net increase / (Decrease) in Cash and Cash Equivalents 8.57 6.60 Opening Balance of Cash and Cash Equivalents 19.43 12.83 Closing Balance of Cash and Cash Equivalents 28.00 19.43 (Figures in bracket represent cash outflow)
As per our report of even date
For B. M. CHATURVEDI & CO. For and on behalf of the Board of Directors Chartered Accountants ICAI-FRN-114317W SURESH V. CHATURVEDI : Promoter Director JAFFAR IMAM : Director I. G. MEHROTRA : Director Animesh Kumar Dutta G. S. DAHOTRE : Director Partner P. P. SHASTRI : Director ICAI M.No.132389
Place : Mumbai SANJAY AGRAWAL Dated : 29th May, 2014 Chief Financial Officer 16 SVC SUPERCHEM LIMITED
N O T E S F O R M I N G PA R T O F T H E F I N A N C I A L 2.7 Foreign Exchange Transaction: STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014 i) Transactions in foreign currencies are recorded at the 1 CORPORATE INFORMATION exchange rates prevailing at the time of the SVC Superchem Ltd ‘the Company’ was incorporated in India transactions. on 29th August’1989 for implementing PTA project at its plant ii) Foreign Currency transactions remaining unsettled at site at Chhata Barsana Road, Chhata, Mathura (UP). the end of the year are re-stated in rupee value at the Company's plant under construction has been under shut down year end rates. condition since September, 2000 due to various reasons iii) Changes in liability arising out of such re-statement beyond its control, after successfull trial run. Company has its pertaining to acquisition of fixed assets is treated as registered office at Mumbai . an adjustment to the carrying cost of such fixed 2 SIGNIFICANT ACCOUNTING POLICIES: assets. 2.1 Basis of accounting and preparation of financial 2.8 Inventories: statements : Inventories are valued on first-in-first-out basis, at cost. i) The financial statements have been prepared under the historical cost convention on an accrual basis to comply 2.9 Cenvat Credit: in all material aspects with applicable accounting Cenvat credit is accounted by recording the capital principles in India including accounting standards assets/raw material, stores and spares acquired during the notified u/s 211(3C) of the Companies Act, 1956 read year net of Cenvat Credit. Cenvat Credit receivable is with General Circular 15/2013 dated 13 September shown under Other Non Current Assets. 2013, issued by the Ministry of Corporate Affairs, in 2.10 Excise duty: respect Section 133 of the Companies Act, 2013. Excise duty is accounted on clearance of goods and ii) The Company generally follows mercantile system of provision, as applicable, is made in respect of finished accounting and unless otherwise stated recognizes goods lying unsold. significant item of income and expenditure on accrual basis. 2.11 Sales: 2.2 Use of Estimates Sales are accounted net of excise duty and discounts. The presentation of financial statements requires estimates 2.12 Retirement Benefits(Employees): and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial Provision for Gratuity and Leave Encashment payable on statements and the reported amount of incomes and retirement to the employees are made on the basis of actual expenses during the reporting period. Difference between period of their services and at prescribed rates irrespective the actual results and estimates are recognized in the of their illegibility due to short tenure of their services. period in which the results are known / materialised. Company has not made any provisions or Investment as 2.3 Fixed Assets (Tangible): per AS-15 due to closure of plant activity since 2000. Fixed assets are stated at cost net of cenvat. All 2.13 Borrowing Costs: expenditure pertaining to project under construction and other preoperative expenses and losses including trial run Borrowing costs that are attributable to the acquisition or expenses and interest cost (net of income accrued) construction of qualifying assets are capitalized as part of incurred during the construction period, unless otherwise the cost of such assets read with note no.15 hereinafter, stated, are capitalized till the commencement of unless otherwise stated in terms of Accounting Standard commercial production / till the date assets are put to use. (AS-16) on “Borrowing cost” issued by the Institute of Chartered Accountants of India, a qualifying asset is one 2.4 Depreciation and Amortizations: that necessarily takes a substantial period of time to get Depreciation on fixed assets except Capital work-in ready for intended use. progress has been provided on Straight Line method, 2.14 Related Party Transaction: unless otherwise stated, as per the rates and in the manner prescribed under Schedule XIV to the Companies Related party transaction as identified by the management Act,1956. within the meaning of Accounting Standard (AS-18) regarding “Related Party Disclosure” are provided as per 2.5 Impairment of Assets: Note No.27. An asset is treated as impaired when the carrying cost of 2.15 Lease Transactions : assets exceeds its recoverable value. Company has not made any evaluation about the recoverable value of its The lease rent payable during the project construction assets, hence the impairment loss, if any, will be written off period, in terms of the lease agreement entered into by the in the accounts in the Year in which an asset is identified Company and the “Lessor”, is charged to “Capital Work in as impaired, as specified in Accounting Standard (AS-28) progress” under the head pre-operative expenses. on impairment of assets. 2.16 Provisions, Contingent liabilities & Contingent Assets : 2.6 Income-Tax : Provisions involving substantial degree of estimation in No provision for the deferred tax arising out of time measurement are recognised when there is a present difference has been made, as the company has not obligation as a result of past events and it is probable that prepared any Profit & Loss Account as commercial there will be a outflow of resources. Contingent Liabilities production has not started till the date of Balance Sheet are not recognised but are disclosed in the notes, and no trading or service activities were carried out during Contingent Assets are neither recognised nor disclosed in financial year ended on that date. the financial statement. 17 SVC SUPERCHEM LIMITED
(Rs. in Lacs)
AS AT 31.03.2014 AS AT 31.03.2013 3. SHARE CAPITAL (a) Authorised 17,00,00,000 Equity Shares of Rs.10 each 17,000.00 17,000.00 (b) Issued, Subscribed & Paid-up 16,30,95,352 Equity Shares of Rs. 10 each 16,309.54 16,309.54 Less: Calls in arrears (Other) (123.17) (123.17) TOTAL 16,186.37 16,186.37 (c) The reconcilation of the number of shares outstanding at the beginning and at the end of the reporting period: No. of Equity shares 163,095,352 163,095,352
(d) Call in arrear is due on 2,73,713 Equity shares which are partly paid and held by others read with Note No. 19 hereinafter.
(e) Details of shareholders holding more than five percent equity shares in the Company are as under: No.of shares % holding No.of shares % holding SVC Growth Fund Pvt. Ltd. 12,377,553 7.59% 12,377,553 7.59% Krishna Advisors Pvt. Ltd. 9,495,500 5.82% 9,495,500 5.82%
4 RESERVES & SURPLUS Securities Premium Account 16,742.97 16,742.97 Less: Calls in arrears by others 252.96 252.96 16,490.01 16,490.01 General Reserve 42.43 42.43 Profit & Loss Account 45.48 45.48 Total 16,577.92 16,577.92
5 LONG TERM BORROWINGS * (i) Non-Convertible Debentures (NCD) (A) 10,185.63 10,185.63 (See note No. (a) herein below (ii) Term Loans (See note No. (b to h) herein below (a) Loan from Banks 25,700.13 25,710.15 (b) Loan from Financial Institutions 14,842.57 14,842.57 (c) Loan from Others 530.59 530.59 (d) Interest accrued and due 5,971.53 5,971.53
(B) 47,044.82 47,054.84
Total Secured Borrowings (A+B) 57,230.45 57,240.47
(iii) Unsecured Loans from related parties (C) 3,337.07 3,133.47
Total Long Term Borrowings (A+B+C) 60,567.52 60,373.94
* The above borrowings include Rs.7,147.63 lacs (Rs.7,157.65 lacs) are secured / to be secured by way of hypothecation of present and future (a) Non-Convertible Debentures of Rs.10185.63 lacs which were inventories, books debts and other movable assets of the redeemable at par in one or more installments on various company and second and subsequent charges on the dates with redemptions commencing from February, 1999 immovable properties of the Company excluding assets being the earliest redemption and October, 2007 being the specifically charged to others and is further secured by way last redemption date. All the above Non-Convertible Debentures have become overdue. of personal guarantee of Promoter Director. Demand Loan against Modvat receivables amounting to Rs. 1,935.72 lacs (b) The Working Capital loan from banks including amount (Rs.1,935.72 lacs) are secured / to be secured by way of of Letter of Credits devolved (net of margin money provided hypothecation of Modvat receivables of the company and against such devolved Letter of Credit) amounting to second and subsequent charge on the immovable properties 18 SVC SUPERCHEM LIMITED
of the company excluding assets specifically charged to pari pasu basis which are further secured by a personal others and is further secured by personal guarantee of guarantee of a Promoter Director. Further loans amounting Promoter Director. to Rs. 207.14 lacs (Rs.207.14 lacs) is exclusively secured by way of hypothecation of the specific fixed assets of the (c) Term Loan from Financial Institutions to the extent of company and are further secured by a personal guarantee of Rs. 12,329.65 lacs (Rs.12,329.65 lacs) are secured / to be a promoter director. secured by way of Equitable Mortgage created on immovable properties situated at Chhata, District. Mathura in the State of (f) Advance given by a Financial Institutions of Rs. 407.90 lacs Uttar Pradesh and are further secured by way of (Rs. 407.90 lacs) to Equipment Vendor for the supply of hypothecation of movable properties of the Company both specific Plants at Company’s site and to be leased on present and future (other than current assets and specific commissioning along with arrear of lease rental up to March assets charged to others) ranking on a pari-pasu basis which 2001 provided by Company amounting to Rs.122.69 lacs is further secured by personal guarantee of a Promoter (Rs. 122.69 lacs) are included in the capital work in progress. Director and (ii) Rs 2,512.92 lacs (Rs.2,512.92 lacs) from a The above outstanding is included in the Term Loan in view Financial Institution under its Bill Discounting Scheme are of earlier CDR proposal and based on inprinciple secured by exclusive charge by way of hypothecation of confirmation from the said Financial Institution received specific items of machinery purchased under this scheme earlier for converting the above lease finance into term loan and guarantee of two corporate bodies. as per the then restructuring scheme. (d) Non-Convertible Debentures amounting to Rs. 10,185.63 (g) In view of disputes with Bankers and Lenders and also due to lacs (Rs.10,185.63 lacs) are secured / to be secured by way non-commencement of commercial Production, Company of first charge (i) by Legal Mortgage on immovable property has defaulted on all the above mentioned borrowings which situated at Palas, District Roha, in the state of Maharashtra were recalled and become subject matter of recovery at (ii) extension of first charge by equitable mortgage ranking various Debt Recovery Tribunals and no payment has been pari-pasu on immovable properties situated at Chhata, made against the above over dues. Interest accrued and due District. Mathura in the state of Uttar Pradesh. They are company amounting to Rs. 5,971.53 lacs (Rs.5,971.53 lacs) further secured on all the movable asssets of the Company on the above mentioned borrowings provided in the Books of both present and future (excluding current assets and accounts by the Company upto September,1999 together specific assets charged to others) ranking on a pari-pasu first with further interest thereon and not provided by the charge basis with others and are also further secured by Company since then where company has defaulted and personal guarantee of a Promoter Director. which remain unpaid is treated as Long Term liabilities pending final settlement with lenders including certain assets (e) Term Loan from Banks amounting to Rs. 16,409.64 lacs reconstruction company and strategic investors who have (Rs.16,409.64 lacs) including the loan representing devolved acquired the part of the debt covered under the above NCD & amount of DPG given against long term foreign currency Term Loans, read with Note No. 15 is secured ranking on a loan) are secured / to be secured by way of Equitable pari-pasu basis with respective Secured loans. Mortgage of immovable properties situated at Chhata, District. Mathura in the state of Uttar Pradesh and are further (h) The Promoter Director of the Company, his family members secured by way of hypothecation of the movable properties and investment companies, have also pledged Rs. 228.32 lac of the Company both present and future (other than current (228.32 lacs) shares owned by them to Banks and Financial assets and specific assets charged to others) ranking on a Institutions as collateral security. (Rs. in lacs) As at 31.03.2014 As at 31.03.2013 6 OTHER LONG TERM LIABILITIES (a) Creditors for Capital Assets 337.93 335.99 (b) Lease Rent Payable 291.63 291.63 (c) Other Liabilities 422.57 422.57 Total 1,052.13 1,050.19
7 LONG TERM PROVISIONS (a) Provison for Gratuity 11.44 10.99 (b) Provison for Leave Encashment 3.04 3.32 Total 14.48 14.31
8 CURRENT LIABILITIES (a) Employees Dues 14.66 12.87 (b) Statutory Dues 0.41 0.43 (c) Other Liabilities 7.72 6.31 Total 22.79 19.61 19 SVC SUPERCHEM LIMITED
9 FIXED ASSETS
Gross Block Depreciation Net Block
TANGIBLE ASSETS Cost as at Additions Deduction Cost as at Upto Addition Deduction Total As at As at 31.03.13 31.03.14 31.03.13 Depreciation 31.03.14 31.03.13
Freehold Land 208.09 ------208.09 ------208.09 208.09 Non factory Building 242.34 ------242.34 59.55 3.95 --- 63.50 178.84 182.79 Plant & Machinery 1,123.76 ------1,123.76 798.36 53.38 --- 851.74 272.02 325.40 Furniture & Fixtures 70.49 ------70.49 68.02 0.61 --- 68.63 1.86 2.47 Office Equipment 53.10 ------53.10 44.31 1.58 --- 45.89 7.21 8.79 Computers 19.85 ------19.85 18.89 0.33 --- 19.22 0.63 0.96 Vehicles 0.64 ------0.64 0.64 0.00 --- 0.64 ------TANGIBLE ASSETS TOTAL 1,718.27 ------1,718.27 989.77 59.85 --- 1,049.62 668.65 728.50 (Previous year) 1,717.98 0.29 --- 1,718.27 929.89 59.88 --- 989.77 728.50 --- Capital WIP 90,732.19 246.86 --- 90,979.05 ------90,979.05 90,732.19 (Previous Year) 90,481.55 250.64 --- 90,732.19 ------90,732.19 --- 10 OTHER NON CURRENT ASSETS a) Stores and spares 365.77 365.79 b) Security Deposit 10.04 11.18 c) Cenvat / VAT credit receivable 2,149.65 2,149.59 d) Bank balances in frozen account 22.02 22.02 e) Creditors debit balances 50.47 49.97 f) Spares claim receivable 63.07 63.07 g) Unamortised expenses 75.01 75.01 Total 2,736.03 2,736.63
11 INVENTORIES Consummables (HSD) 2.93 --- Total 2.93 ---
12 CASH AND CASH EQUIVALENTS Cash –in hand 3.88 1.17 Bank Balances in Current Accounts 24.12 18.26 Total 28.00 19.43
13 OTHER CURRENT ASSETS (a) Loan & Advances to employees 1.06 1.22 (b) TDS (Refundable)/Other advance tax 5.49 4.37 Total 6.55 5.59
14 Most of lenders have approached DRT for recovery. 15 Due to non-servicing of debt and consequential debt However, certain bankers and Financial Institutions have restructuring / OTS proposal and also due to pendency of assigned their claims to certain Asset reconstruction DRT proceedings, various Banks and institutions have not Company, Foreign bank and other Investment Companies provided in their books of accounts full Interest/Bank charges including certain strategic investor. Company has not replaced and therefore outstanding of such Banks and Financial those lenders in its books of accounts due to ongoing Institutions is un-reconciled. In view of various Debt disputes. PICUP being one of the Secured Creditors has Restructuring proposals submitted earlier before the lenders issued notice for taking possession of assets of company, and now matters being pending before the Debt Recovery however company has already got stay order from honourable Tribunal and also due to non commencement of commercial Allahabad High court against the PICUP notice of possession, operation of the unit for more than a decade causing non- till further order. servicing of its debt to the lenders, company has not provided 20 SVC SUPERCHEM LIMITED
any interest since September' 1999, aggregating to h e re in a bo v e, as certified by the management, including Rs. 6,302.97 crores (5,210.38 crores) as on 31-03-2014 on matter under litigation as on 31st March, 2014 this basis of original documented rate. Neither interest is Rs.835.26 lacs (P.Y.Rs.835.26 lacs) provided nor ascertained on the unpaid amounts payable to creditors due to delay in project commissioning and disputes 22 Income Tax Assessment of the company have been with such parties.The interest at the documented rates not completed up to Assessment Year 2010-11. There is no provided by the company amounted to Rs. 1,092.59 crores disputed demand outstanding and payable as on date of (Rs. 917.28 crores) for the year ended on 31 st march 2014 Balance sheet. on its secured borrowings.
16 Company’s Plant under construction has been under shut 23 The Company had received show cause notice in the year down since September, 2000 and with the passage of time 2003-04 from the Government authorities for demand of and in the absence of any operation since then, the corrosion duty on imported spares kept beyond permissible time and is taking place in the Plant due to climatic and cyclonic still lying in Govt. approved Bonded warehouse amounting conditions in the area. It is difficult to express the opinion to Rs.95.57 lacs. Company has responded to said show about the health of the Plant on going concern basis or about cause notice and has also made provision accordingly. the losses due to impairment of the assets of the Project, as The matter is still pending before the Govt. authorities. required under Accounting Standard 28 (AS-28), since the project and its plant & machinery are one of the highly 24 (a) Company is in the process of filing appeal against the technologically oriented project whose valuation or its order of Commissioner of Central Excise & Service Tax capabilities and conditions are technical subject, and in the before CESTAT, Delhi for dis-allowing cenvat of absence of independent technical evaluation and health Rs.127.95 Lacs and levy of penalty of equal amount. check up of the Plant at present, one can not determine The Company is confident that its appeal will be losses if any, for making any provision for impairment of the allowed. Accordingly no provision has been made in assets of the project or about its status as ongoing project. its accounts.
17 Amount of Rs.61.93 lac (Rs.61.93 lac) payable to certain (b) Company has received another show cause notice financier on account of Equipments / Machineries acquired during the earlier year from the Excise authorities that under the Hire Purchase Agreement having lien on those why Cenvat Credit Rs. 217.60 lacs along with interest equipment and machineries are included in the creditors for and penalty should not be recovered from the capital assets who has agreed to assign to new equipment Company. Company has reversed the said modvats financier Akhil Marketing Pvt. Ltd., an Associated company in credit of Rs.217.60 lacs under protest and has terms of tripartite agreement. preferred appeal before the CESTAT Delhi, got stay 18 Since commercial production has not commenced during the order and is confident that the relief will be granted by year, no profit and loss account has been prepared. The the CESTAT. Company has included such reversal of necessary details as per Part II of Schedule VI of the modvat credit of Rs.217.60 lacs in earlier year 2010- Companies Act, 1956 have been disclosed in Note No. 28 2011 in Capital work in progress. Case is still pending hereinafter. All the expenses incurred during the year have for hearing. been capitalized as per said Note 28. 25 Fixed assets taken on lease amounting to Rs. 907.26 lac 19 Calls in arrears include unpaid Allotment Money related to (Rs.907.26 lac) being lease value net of margin deposit Debentures which have been converted into Equity Shares as and amount transfered to Secured Loans as referred in per the terms of issue but in respect of which the Company, in Note No. 5F herein above. There is no future obligations exercise of its lien on such shares, has not issued the share pertaining to lease rentals becoming due after the date of certificates to the defaulting Debenture holders. The Balance Sheet. Outstanding dues pertaining to lease Company’s lien on such shares will extend to the forfeiture of rental payable on the documented rates, excluding late such shares if considered necessary by the Company Board payment charges, are included in Other Long Term in due course of time. Liabilities amounting to Rs. 291.63 lacs (Rs. 291.63 lacs) who have exclusive charge on the said leased assets As at 31March As at 31March along with other as per Note No. 5.F hereinabove. No 2014 2013 provision has been made by the Company for any lease 20 Payment to Auditor rental or for late payment charges on above arrears as Audit Fee 1.00 1.00 the plant is closed since 2000.
Total 1.00 1.00 26 As there is no commercial operation or fresh purchases 21 Contingent Liabilities not provided for in the Accounts are and there are only old creditors, the company is not able as follows : to identify creditors covered by Micro, small and medium (a) Claims against the Company not acknowledged as Enterprises Development Act, 2006 and as such amount debt, excluding the amount mentioned in Note No.15 payable to them, if any, could not also be ascertained. 21 SVC SUPERCHEM LIMITED
27 As per Accounting Standard (AS-18) on “Related Party (Rs. in lacs) Disclosures” the disclosure of transactions with related parties As at 31.03.2014 As at 31.03.2013 Payment to / for Employees 57.01 60.75 as defined therein are given below Rent. Rates & Taxes 18.07 5.94 (A) List of related party with whom transactions have taken Repairs & Maintenance 21.67 27.52 place and relationship :- Power & Fuel 19.96 21.38 Insurance 7.75 6.31 Associate Companies Postage & Telephone 5.16 3.90 (I) SVC Growth Fund Pvt. Ltd. Exchange fluctuation 10.62 0.88 (II) Krishna Suppliers Pvt. Ltd. Printing & Stationary 1.91 0.75 Traveling & Conveyance 19.40 20.58 (III) Krishna Advisors Pvt. Ltd. Professional charges 16.42 22.80 (IV) Akhil Marketing Pvt. Ltd. Audit Fees 1.00 1.00 Miscellaneous Expenses 18.94 13.27 Key Management Personnel Stores & Spares Consumed 0.17 0.41 (I) Jaffar Imam upto September, 2012 Depreciation 59.85 59.88 257.93 245.37 Less: Net Interest and other expenses (11.07) (11.73) (B) Transaction during the Accounting year with related Pre-operative expenses transferred to parties C.W .I.P . 246.86 233.64 (Rs. In Lacs) 29 During the year the Company has received credit rebates and raised Debit Notes on certain suppliers / contractors / Nature of Transaction Associate Key Total creditors on account of settlement of their claims on OTS Companies Manage basis / deficiency in the quality of material supplied / work ment executed by them in earlier years amounting to Rs. NIL (Rs. 17.00 lacs). The above has been adjusted from the Personnel Capital work-in- progress. a - Loans 30 During the year, company has paid Rs. 10,61,802/- to Bombay stock exchange(BSE) towards revocation of Opening Balance 01.04.13 3133.47 --- 3133.47 suspension of trading of its share in BSE and has complied (2925.22) (2925.22) with all conditions stipulated by BSE for giving in principal Received during the year approval for revocation of suspension in trading of equity Akhil Maketing Pvt. Ltd. 215.96 215.96 shares. (208.25) (208.25) 31 In the opionion of the board, Assets of the company excluding Capital Work in Progress have a value on Paid during the year realization, atleast equal to the amount at which they are Akhil Maketing Pvt. Ltd. 12.36 --- 12.36 stated in the books of accounts & provision for all known (-) (-) liabilities, except as mentioned otherwise has been made. Closing Balance - 31.03.14 3337.07 --- 3337.07 32 Commercial Tax authorities have levied penalty for the year (3133.47) (3133.47) 2007-2008 and 2008-2009 of Rs.1,62,528/- and Rs.3,61,540/- respectively regarding use of concession form b - Expenditure on procurement of HSD taken / used. Company has Remuneration ------preferred appeal before the appellant authority for the s t a y (0.96) (0.96) and waiver of the penalty. The appeal has been decided partialy in favour of company by giving 50% relief. Now, (i) No amount in respect of related parties have been written company has filed appeal before Tribunal for waiver off / written back during the Accounting Period. of balance amount of Penalty. Company has however deposited the disputed amount under protest pending its (ii) Related party relationship have been identified by the appeal before the Tribunal. The Matter is still pending for management and relied upon by the Auditors. hearing. 28 Pre-operative expenses subject to Note No.15 and 25 33 Previous year figures have been regrouped, reworked, rearranged and reclassified wherever necessary. Figures hereinabove in respect of ongoing project up to 31st March, in brackets indicate the corresponding figures for the 2014 are included under the head Capital Work-in-Progress. previous year.
In terms of our report of even date
For B. M. CHATURVEDI & CO. For and on behalf of the Board of Directors Chartered Accountants SURESH V. CHATURVEDI : Promoter Director ICAI-FRN-114317W JAFFAR IMAM : Director Animesh Kumar Dutta I. G. MEHROTRA : Director G. S. DAHOTRE : Director Partner ICAI M.No.132389 P. P. SHASTRI : Director
Place : Mumbai SANJAY AGRAWAL Dated : 29th May, 2014 Chief Financial Officer 1272 SVC SUPERCHEM LIMITED
SVC SUPERCHEM LIMITED CIN: L23201MH1989PLC053232 SVC SUPERCHEM LIMITED Registered Office : 301, 3rd Floor, Shubham Centre-1, 491, Cardinal Gracious Road, Andheri (East), Mumbai - 400 099.
ATTENDANCE SLIP FOR 23rd ANNUAL GENERAL MEETING
PLEASE FILL IN THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Joint Shareholders may obtain additional Attendance Slip on request.
Name and Address of the Shareholder / Proxy
FOLIO NO. CLIENT ID No. D.P. ID No.
No. of Shares held :
I hereby record my presence at the 23rd ANNUAL GENERAL MEETING of the Company held on Monday, 29th September, 2014 at 11.30 a.m. at Indian Merchant's Chamber, Walchand Hirachand Hall, 4th Floor, LNM IMC Bldg., Churchgate, Mumbai - 400 020. Tear Here e r e H
r a
e Signature of the Shareholder or Proxy. T SVC SUPERCHEM LIMITED
SVC SUPERCHEM LIMITED CIN: L23201MH1989PLC053232 SVC SUPERCHEM Registered Office : 301, 3rd Floor, Shubham Centre-1, 491, Cardinal Gracious Road, LIMITED Andheri (East), Mumbai - 400 099. PROXY FORM - MGT-11 (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014) CIN: L23201MH1989PLC053232 Name of the Company: SVC Superchem Limited Registered Office : 301, 3rd Floor, Shubham Centre-1, 491, Cardinal Gracious Road, Andheri (East), Mumbai - 400 099. Website : www.svcsuperchemltd.com Name of the Member (s): Registered address: E-mail Id: DP ID No.* Client ID No.*
I / We, being the member(s) of Equity Shares of SVC Superchem Limited, hereby appoint
1. Name: Address: E-mail Id:
Signature: , or failing him / her
2. Name: Address: E-mail Id:
Signature: , or failing him / her e r e H
3. Name: r a
e Address: T E-mail Id:
Signature:
as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Annual General Meeting of the Company, to be held on the 29th September, 2014 at 11.30 a.m. at the Indian Merchant's Chamber, Walchand Hirachand Hall, 4th Floor, LNM IMC Bldg., Churchgate, Mumbai - 400 020. of the Company and at any adjournment thereof, in respect of such resolutions set out in the Notice convening the meeting, as are indicated below: Resolution No. 1: Adoption of Financial Statements for the year ended 31st March, 2014 Resolution No. 2: Re-appoinment of Mr. Jaffar Imam as Director liable to retire by rotation Resolution No. 3: Appointment of M/s. B.M. Chaturvedi & Co., Chartered Accountants as Statutory Auditors from the . conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting. Resolution No. 4: Appointment of Dr. P.P. Shastri as Independent Director Resolution No. 5: Appointment of Mr. I.G. Mehrotra as Independent Director Resolution No. 6: Appointment of Mr. G.S. Dahotre as Independent Director Resolution No. 7: To approve borrowing limit of the Company
Signed this ______day of ______, 2014 Affix Revenue Signature of Shareholder ______Stamp of Rs. 1/- Signature of Proxy Holder (s) ______
Note: This from of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. COURIER / SPEED POST / REGISTERED POST
To,
If undelivered please return to : SVC SUPERCHEM LIMITED CIN : L23201MH1989PLC053232 301, 3rd Floor, Shubham Centre-1, 491, Cardinal Gracious Road, Andheri (East), Mumbai - 400 099. Tel.: 28324296 E-mail : [email protected] SVC SVC SVC SVC SVC SVC SVC SVC SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED
SVC SVC SVC SVC SVC SVC SVC SVC SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED
SVC SVC SVC SVC SVC SVC SVC SVC SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED
SVC SVC SVC SVC SVC SVC SVC SVC SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED
SVC SVC SVC SVC SVC SVC SVC SVC SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM SUPERCHEM LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED LIMITED