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28th Annual Report 2014-2015 CONTENTS ANNUAL REPORT 2014–2015 Page No. BOARD OF DIRECTORS Notice ……………………………………………....... 1 Detail of Directors Seeking Shri. D. G. Siraj - Chairman appointment / reappointment ….….......................... 3 Shri. N.V. Siraj Director's Report …...……………………………..... 5 Report on Corporate Governance ……………….... 17 Shri. H.V. Siraj Auditor's Certificate on Corporate Governance ….. 22 Management Discussions & Analysis Report…….. 23 Shri. V. P. Kamath Auditor's Report on Financial Statements..... 24 Balance Sheet……………………………. 26 Shri. Vinesh N.Davda Profit & Loss Account…………………... 27 Shri Ganesh N.Kamath Cash Flow Statement……………………. 28 Notes to the Financial Statements …………… 29 Shri B.S.Shetty Financial Particulars of Subsidiary Companies…… 39 Auditors' Report on Consolidated Smt. Smita V.Davda Financial Statements……………………................... 40 Consolidated Balance Sheet…………….. 41 Shri. Chetan D. Mehra - Managing Director Consolidated Profit & Loss Account…….. 42 Shri. S. Srinivasan - Company Secretary Consolidated Cash Flow Statement…….. 43 Notes to the Consolidated Shri Navneet K. Pandya - CFO Financial Statements………………….......................50 Statement Pursuant to Section 129 of the Companies Act, 2013…………........................... 53 BANKERS Proxy Form…..………...........................…………..... 54 Punjab & Sind Bank State Bank of Mysore State Bank of Bikaner & Jaipur UCO Bank 28th ANNUAL GENERAL MEETING OF WEIZMANN LIMITED AUDITORS M/s. U.B.Sura & Co. M/s. Shyam C. Agrawal & Co. Monday , 14th September, 2015 at 4.00 p.m. REGISTERED OFFICE or soon after the conclusion of Annual General Empire House, 214, Dr. D.N. Road, Meeting of Karma Energy Ltd.convened for the Ent. A.K.Nayak Marg,Fort, same day, whichever is later at Maharashtra Mumbai - 400 001 Chamber of Commerce, Oricon House, 6th Floor, Maharashtra Chamber of Commerce Path, Tel No.: 22071501 -06 Kalaghoda, Fort, Mumbai - 400 001 Fax No.: 22071514 REGISTRAR AND SHARE TRANSFER AGENTS E-mail : [email protected] Bigshare Services Pvt.Ltd. Website : www.weizmann.co.in E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, CIN: L65990MH1985PLC038164 Andheri (East), Mumbai 400 071 Tel No.: 40430200 Fax No.: 28475207 TEXTILE PROCESS HOUSE Email : [email protected] Vatva Road, Narol, Ahmedabad As a measure of economy copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are requested to kindly bring their copies to the Meeting. 28th Annual Report 2014-15 NOTICE and whose office will not be liable to retire by rotation.” Notice is hereby given that the Twenty Eighth Annual General Meeting of the Members of WEIZMANN LIMITED will be held on 7. “RESOLVED THAT Mrs. Smita V.Davda (DIN-00050218) who Monday, 14th September, 2015 at 4.00 p.m. or soon after the was appointed as an Additional Director of the Company by the conclusion of the Annual General Meeting of Karma Energy Board of Directors with effect from 20th March, 2015 in terms of Limited convened for the same day, whichever is later, at Section 161 of the Companies Act, 2013 and whose term of office Babasaheb Dahanukar Hall, Maharashtra Chamber of expires at this Annual General Meeting and in respect of whom the Commerce , Oricon House, 6th Floor, Kalaghoda, Maharashtra Company has received a notice in writing under Section 160 of the Chamber of Commerce Path, Fort, Mumbai 400001 to transact Companies Act, 2013 from a member proposing his candidature the following business : for the office of Director, be and is hereby appointed as a Director of the Company and whose office will be liable to retire by rotation.” ORDINARY BUSINESS: “FURTHER RESOLVED THAT the Board of Directors be and is 1. To receive, consider and adopt the Audited Financial Statements hereby severally authorized to take all the necessary steps to of the Company for the year ended 31st March, 2015 including implement the above resolutions and authorized to do all such Profit and Loss Account for the year ended 31st March, 2015 and acts, deeds, matters and things by any one of the the Balance Sheet as at that date together with the Reports of the Director/Executive/Representative of the Company.” Directors and Auditors thereon. 2. To declare dividend on Equity Shares. By Order of the Board 3. To appoint a Director in place of Mr. Vinesh N.Davda who retires by Place : Mumbai rotation and being eligible, offers himself for re- appointment. Date : 28/05/2015 S. Srinivasan 4. To appoint Messrs. U. B. Sura & Co., Chartered Accountants and Company Secretary Messrs Shyam C. Agrawal & Co., Chartered Accountants, the retiring Auditors of the Company, as Joint Auditors, who shall NOTES : hold office from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting and to fix their 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE remuneration. MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF AND THE RESOLVED THAT pursuant to the provisions of Sections 139, PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE 142 and other applicable sections, if any, of the Companies Act, INSTRUMENT APPOINTING THE PROXY SHOULD BE 2013 (the Act) and the Companies (Audit and Auditors) Rules, DEPOSITED AT THE REGISTERED OFFICE OF THE 2014, (the rules), (including any statutory modification(s) or re- COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME enactment(s) thereof for the time being in force) Messrs. U. B. OF HOLDING THE ANNUAL GENERAL MEETING. Sura & Co, Chartered Accountants, (ICAI Registration No. 110620W) and Messrs Shyam C Agrawal & Co, Chartered 2. The Register of Members and Share Transfer Books of the Accountants (ICAI Registration No. 110243W) who were Company will be closed from 8th September, 2015 to 14th appointed as joint Auditors of the company for 3 years at the 27th September, 2015 (both days inclusive) for the purpose of payment Annual General Meeting of the Company held on 11th September, of dividend. In respect of shares held in electronic form, the 2014, and who have given their consent to the appointment as dividend will be paid on the basis of ownership as per the details Joint Auditors, in terms of provisions of Section 139 of the Act, and furnished by the Depositories for the purpose. Rule 4 of the Rules, be and are hereby re-appointed as Joint Statutory Auditors of the company to hold office from the 3. Dividend on equity shares will be payable to those members conclusion of this Annual General meeting until the conclusion of whose names appear on the Company's Register of Members on the next Annual General Meeting of the Company on such 7th September, 2015 remuneration as may be agreed upon by the Audit committee/ Board of Directors in consultation with the Auditors. 4. Dividends for the Financial Year ended 31st March, 2008 and thereafter, which remain unclaimed or unpaid for a period of seven SPECIAL BUSINESS: years will be transferred to the IEPF under Section 124 of the Companies Act,2013. Members who have not encashed the 5. To consider and if thought fit, to pass with or without dividend warrant(s) so far for the financial year ended 31st March, modification(s), the following Resolution as an Ordinary 2008 or any subsequent financial years are requested to make Resolution: their claims to the registered office of the Company. It may also be noted that once the unclaimed dividend is transferred to IEPF as “RESOLVED THAT Mr. Ganesh N. Kamath (DIN-00040805) who stated above, no further claim shall lie in respect thereof. The was appointed as an Additional Director of the Company by the dividend for the financial year ended 31st March, 2008 is due to be Board of Directors with effect from 31st December, 2014 in terms transferred to the aforesaid Fund before 30th September, 2015. of Section 161 of the Companies Act, 2013 and whose term of office expires at this Annual General Meeting and in respect of 5. Information on Directors recommended for appointment / whom the Company has received a notice in writing under Section re-appointment at the Annual General Meeting in terms of Clause 160 of the Companies Act, 2013 from a member proposing his 49 of the Listing Agreement forms integral part of the notice. The candidature for the office of Director, be and is hereby appointed Directors have furnished the requisite declarations for their as a Director of the Company for a tenure of five consecutive years appointment/re-appointment. and whose office will not be liable to retire by rotation.” 6. Shareholders are requested to notify immediately any change in 6. “RESOLVED THAT Mr. Balady Shekar Shetty (DIN-01262317) their address to the Registrar and Share Transfer Agents of the who was appointed as an Additional Director of the Company by Company quoting their Folio Number and if the shares are held in the Board of Directors with effect from 31st December, 2014 in dematerialised form, this information should be sent to their terms of Section 161 of the Companies Act, 2013 and whose term respective Depository Participants. of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 7. Electronic copy of the Annual Report for 2015 is being sent to all 160 of the Companies Act, 2013 from a member proposing his the members whose email IDs are registered with the candidature for the office of Director, be and is hereby appointed Company/Depository Participants(s) for communication as a Director of the Company for a tenure of five consecutive years purposes unless any member has requested for a hard copy of the 1 same. For members who have not registered their email address, said PDF file contains your user ID and password/ PIN for physical copies of the Annual Report for 2015 is being sent in the remote-evoting.