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Annual Report 2011-2012

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Annual Report 2011-2012 Novopan Industries Limited BOARD OF DIRECTORS Dr. G V Krishna Reddy - Chairman Smt G Indira Krishna Reddy - Vice Chairperson Sri S A Naqui - Executive Director Sri A Issac George - Director Sri M P Murti - Director Sri Y Rama Murty - Director Asst. Company Secretary - Mrs. Padma Loya Auditors - Brahmayya & Co., 4th Floor, Golden Green Apartment Erramanzil Colony, Somajiguda Hyderabad – 500 082 Bankers - Indian Overseas Bank Indian Bank IDBI Bank Ltd. Federal Bank Ltd. Registered Office Plant Locations IDA, Phase - II, Patancheru, 1) IDA, Phase - II, Patancheru, Medak District (AP) Medak District (AP) - 502 319. (Particle Board Plant) 2) Balanagar Village & Mandal, Mahaboobnagar Dist. (A.P.) (Particle Board Plant) 3) Plot No. A-2, IDA, Phase IV, Patancheru, Medak Dist. (AP) (Resin Plant) CONTENTS Page No. Notice 2 Directors’ Report 5 Management Discussion & Analysis 9 Corporate Governance Report 11 Auditor’s Report 20 Balance Sheet 24 Profit & Loss Account 25 Cash Flow Statement 26 Notes to Accounts 27 1 Novopan Industries Limited NOTICE OF THE 27TH ANNUAL GENERAL MEETING Notice is hereby given that the Twenty Seventh of the Companies Act, 1956, the register of Annual General Meeting of the Shareholders of members, index of members, the register and NOVOPAN INDUSTRIES LIMITED will be held index of debenture holders, if any, and copies at Sri Sathya Sai Nigamagamam, 8-3-987/2, of all annual returns prepared under Section Srinagar Colony, Hyderabad – 500 073 on Monday, 159 and 160 of the Companies Act, 1956, the 10th December, 2012 at 11.30 am to transact together with copies of certificates and the following business. documents required to be annexed thereto under Sections 160 and 161 of the Companies ORDINARY BUSINESS: Act, 1956, be kept at the office of the Registrar 1. To receive, consider and adopt the Audited and Transfer Agent of the Company viz., XL Profit & Loss Account for the year ended 31st Softech Systems Limited, No.3, Sagar Society, March, 2012 and the Balance Sheet as on that Road No.2, Banjara Hills, Hyderabad – 500034 date together with the Reports of Directors’ and or at such other office of Registrar and Transfer Auditor’s for the year ended 31st March, 2012. Agent as may be appointed by the Company from time to time”. 2. To appoint a Director in the place of Dr. G V Krishna Reddy, Director, who retires by By order of the Board rotation and being eligible, offers himself for For Novopan Industries Limited reappointment. 3. To appoint a Director in the place of Mr. M P Murti, Director, who retires by rotation and Place : Hyderabad Padma Loya being eligible, offers himself for reappointment. Date : 10-11-2012 Asst. Company Secretary 4. To appoint M/s Brahmayya & Co., Chartered Accountants, Hyderabad as Statutory Auditors to hold office from the conclusion of this Annual Notes : General Meeting up to the conclusion of the a) A member entitled to attend and vote at the next Annual General Meeting and authorize the meeting is entitled to appoint a proxy to attend Board to fix their remuneration. and vote instead of himself and such proxy SPECIAL BUSINESS: need not be a member of the Company. 5. To consider and, if thought fit, to pass with or b) The instrument appointing the proxy in order without modification(s), the following resolution to be valid and effective shall be deposited at as a Special Resolution: the Registered Office of the Company not less than 48 hours before the commencement of “RESOLVED THAT pursuant to Section the meeting. 163(1) and other applicable provisions, if any, 2 Novopan Industries Limited c) Members / Proxies should bring their duly filled Protection Fund (Awareness and Protection of in attendance slips sent herewith for attending Investors) Rules, 2001, Unclaimed dividend the meeting. amount for the financial year 2004-05 has been transferred to Investor Protection Fund. The d) Members who hold shares in dematerialized members are requested to note that the form are requested to bring their client ID and unclaimed dividend amount pertaining to the DP ID number to facilitate the identification of year 2005-06 is due for transfer to the said fund their attendance at the meeting. in the month of October, 2013 and those e) Members whose shareholding is in electronic members who have not yet encashed the mode are requested to intimate any change of dividend amount for that year are requested to address and updation of Bank Account details claim the same at the earliest. to their respective Depository Participants and h) Shareholders seeking any clarification / whose shareholding is in physical form to information on the Annual Accounts are intimate such changes to M/s XL Softech requested to forward his/her queries to the Systems Limited – Share Transfer Registrar of company at least 7 days prior to the meeting the company. so that the required information can be made f) The Register of Members and Share Transfer available at the meeting. Books of the Company will remain closed from i) Shareholders are requested to send all 07.12.2012 to 10.12.2012 (both days communications/clarifications/queries etc., at inclusive). M/s XL Softech Systems Limited, No.3, Sagar g) Pursuant to Section 205A of the Companies Society, Road No.2, Banjara Hills, Hyderabad Act, 1956, read with Investor Education and – 500034 the RTA of our Company. IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circular stating that service of notice/documents etc., can be sent by e-mail to its members. To support this green initiative of the Government, members who have not registered their e-mail addresses, so far are requested to register their e-mail addresses, in respect of electronic holdings with Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register their e-mail addresses with Company’s Share Transfer Agent, M/s XL Softech Systems Limited, No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad – 500034. 3 Novopan Industries Limited Explanatory Statement (Pursuant to Section 173(2) of the Companies Act, 1956) Item No.5 As required under the provisions of section 163 of the Companies Act, 1956, certain documents such as the Register of Members, Index of Members and certain other registers, certificates, documents etc., are required to be kept at the registered office of the Company. However, these documents can be kept at any other place within the city, town or village in which the registered office of the Company is situated, with the approval of the members to be accorded by a special resolution. The shares transfer agents registered under the SEBI (Registrar to an Issue and Share Transfer Agent) Regulation, 1993, as amended, provides the depository related services for the shares held in dematerialised form and also acts as the Share Transfer Agent for the shares held in the physical form. Hence, the approval of the members is sought in terms of Section 163(1) of the Companies Act, 1956, for keeping the aforementioned registers and documents at the office(s) of the registrar and transfer agents (‘RTA’) as may be appointed from time to time. Currently, XL Softech Systems Limited, No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad – 500034 are acting as the RTA for the Company. In future, if there is a change in the RTA or its address, the Company shall communicate the same by publishing a public notice in newspapers in which the quarterly financial results are generally published. The Directors recommend the said resolution proposed to be passed as special resolution by the members. None of the Directors is concerned or interested in the said resolution. By order of the Board For Novopan Industries Limited Place : Hyderabad Padma Loya Date : 10-11-2012 Asst. Company Secretary 4 Novopan Industries Limited DIRECTORS’ REPORT as compared to net loss of Rs.23.55 crores incurred during the previous year. As the operations of the Dear Shareholders, company have been stopped at all its Your Directors hereby present the Twenty Seventh manufacturing units the revenues were generated Annual Report and Audited Accounts of your by selling stock in trade and other inventories. Company, together with the Schedules and Notes thereon, for the Financial Year ended 31st March, 2012. FINANCIAL YEAR PERIOD The Board of Directors of the company at its FINANCIAL RESULTS (` in Crores) meeting held on 14th February, 2012 decided to 2011-12 2010-11 Particulars *(9 (15 close the Financial Year 2011-12 on 31st March, months) months) 2012. Accordingly, the said Financial Year Gross Revenue 1.01 58.34 comprises of 9 months from 1st July, 2011 to Less: Excise Duty — 4.72 31st March, 2012. Net Revenue 1.01 53.62 OPERATIONS Gross Operating Profit (Loss) (4.42) (7.73) The company has suspended its operations since Less: Interest 0.08 4.62 February, 2011 due to various reasons like shortage Profit (Loss) of major raw material, increased cost of Before Dep. & Tax (4.50) (12.35) manufacture coupled with continuous load Less: Depreciation 1.94 3.58 shedding and power shortage and competition in Profit/(Loss) the market. In this regard the company has Before Extraordinary item (6.44) (15.93) constituted a committee to study & evaluate various Extraordinary Item - 7.08 alternatives for revival of its operations and furnish Profit/ (Loss) Before Tax (6.44) (23.01) its recommendations. Less:1) Deferred Tax 0.04 0.52 2) Prov for Taxes of The said committee has taken into consideration earlier years - 0.02 various options and evaluated their impact on both Profit (Loss) After Tax (6.48) (23.55) technical & financial feasibility.
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